Start an LLC in Delaware

Coming up with a unique name for your Delaware LLC is your first task. If you already have a name in mind, you can run it through the Delaware Business Name Search to see if it’s available.

Delaware LLC naming requirements

The rules are spelled out in Del. Code tit. 6 § 18-102, but here are the basics. Your LLC’s name:

• Needs to include either “limited liability company,” “L.L.C.,” or “LLC.”
• Cannot currently be in use by another business in Delaware.

Reserving a business name in Delaware

If you don’t want to form your business right away, you can reserve your Delaware LLC’s name online for a period of 120 days. The fee is $75.

Getting a DBA “Doing Business As” name

A DBA name, also known as a fictitious business name, is any name other than your LLC’s legal name that you use to conduct business. If you want to do business in Delaware under a DBA, you’ll need to file a Registration of Trade, Business & Fictitious Name Certificate with the Prothonotary’s office in your LLC’s home county. It costs $25.

Reserving a domain name

Your domain name is your website’s address. (For example, ours is northwestregisteredagent.com.) A domain name that matches your business name makes your business website look professional and trustworthy. It’s a good idea to reserve your domain name at the same time as your business name to guarantee the domain name is available.

When Northwest forms your LLC, you can add domain registration for free for the first year.

Trademarking your DE LLC Name

Registering your business name in Delaware prevents other registered businesses in Delaware using the same name. It doesn’t, however, prevent that name being used in other states. For an exclusive legal right to your name, you’ll need to register your business name as a trademark. You can apply for either a state trademark or a federal trademark.

All Delaware LLCs are required to appoint a registered agent. A registered agent is an individual (like yourself) or a company (like us) designated to receive legal and state mail on behalf of your business.

DE registered agent requirements

A Delaware registered agent must fulfill certain duties in accordance with Del. Code tit. 8 § 132. At a minimum, your registered agent is required to:

• Have a physical address in the state of Delaware (not a P.O. box).
• Maintain regular business hours.
• Accept legal mail and communications from the Delaware Division of Corporations on behalf of your business and forward them to you promptly.

You can be your own registered agent in Delaware if you don’t mind having your name and address on the public record. You’ll need to be on hand at this address during regular business hours to accept any legal mail that arrives.

Using a registered agent service

Hiring a registered agent service has quite a few perks, including:

1. Privacy. Since your registered agent’s name and address will be available to the public, being your own registered agent means putting your personal information in an online database. Using a registered agent service instead can shield you from scams, harassment, and junk mail.

2. Peace of Mind. There are serious consequences to not replying to legal mail in a timely manner, including hefty fines. When Northwest is your registered agent, you never have to worry about us being late to the game. We scan and upload all legal mail to our clients’ accounts the same day we receive it.

3. Protecting your image. You can’t control when your business gets served—only where. If you get slapped with a lawsuit and are your own registered agent, you’ll have to accept the mail at your place of business, potentially in front of customers. When we’re your registered agent, we can forward you the mail to be opened privately.

You’ll need to fill out a form called Certificate of Formation of a Limited Liability Company to officially form your Delaware LLC.

Everything on the form will be public record. This includes your:

• Company name. Write your name exactly as you want it to appear in the state’s records.
• Registered agent. This is the person or business that will accept official mail on behalf of your LLC.
• Registered office. This must be a physical address in Delaware where your registered agent is present during office hours.
• Authorized person. The person who is submitting your Certificate of Formation will need to add their printed name and signature.

You can submit the form via the Delaware Division of Corporations’ document upload service or by mail once it’s completed. The only differences when submitting by mail is that you’ll need to include a cover sheet and mail applications are processed slower. Either way, there’s a $110 fee.

Member-managed vs. manager-managed LLC

If all LLC owners (called members) take part in running the day-to-day operations, it’s a member-managed LLC.

If the LLC members don’t want to run the business themselves, they can hire a manager. LLC managers can sign contracts and recruit/fire staff, among other things. This is a manager-managed LLC.

Delaware Series LLC

A Delaware series LLC is a business entity made up of one “parent” company and at least one “child” company. Each LLC is an entity in its own right, with its own funding and limited liability. This is helpful for businesses that need protection for several different assets, like real estate companies.

There are two types in Delaware: a protected series LLC and a registered series.

A protected series LLC is cheaper because there is only one formation fee and one annual franchise tax. With registered series LLCs, you must pay formation fees and a $75 annual fee per business. However, registered series have the option to receive a Certificate of Good Standing alongside the Certificate of Formation, which is crucial if an individual series LLC wants to apply for a loan.

• You can start a protected Delaware series LLC by filing the same paperwork (the Certificate of Formation) with the Division of Corporation. The only extra step is including a Notice of Limitation on Liabilities Clause, which authorizes your Delaware series LLC to be a parent organization. From there, you add child LLCs by amending your operating agreement.
• You can start a Registered Delaware series LLC by first starting a protected Delaware series LLC. (Same paperwork, same fees.) Then you will file the Certificate of Registered series. This costs an additional $110 filing fee.

Every business that operates in Delaware is required to obtain a general business license from the Division of Revenue. Your Delaware business license fee depends on your industry. For example, advertising agencies have a $75 fee and travel agencies pay $225.

This license must be renewed annually.

You can file for your license on Delaware’s Division of Revenue online portal, One Stop, or call (302) 577-8778 to get a form via the mail.

Other Delaware business licenses

Depending on your business type and location, you may need other licenses and permits. If you have employees, you’ll also need to register with the Delaware Division of Unemployment Insurance and the Division of Workers’ Compensation.

You can learn more about Delaware’s licensing requirements through the Division of Revenue’s One Stop.

An operating agreement is a document that details how your company will function behind the scenes. It defines the fundamental processes—how to vote, resolve conflict, distribute profits and losses, and even dissolution.

Operating agreements aren’t legally required in Delaware, but they are good business practice. You can use our attorney-drafted Delaware operating agreement template to get started.

An EIN (employer identification number) is similar to a social security number, but for businesses instead of individuals. Your EIN will be used by the IRS to identify your company on tax returns. You also use your EIN to get a business bank account.

You can apply for an EIN on the IRS website (the application is free) or by mail/fax. If you don’t have a social security number, you can call the IRS or file the paper form.

Hate paperwork? You can hire Northwest to get an EIN for you.

Most Delaware LLCs need to complete the Beneficial Ownership Information (BOI) Report. The BOI Report requires you to disclose identifying information about your company’s owners to the Financial Crimes Enforcement Network (FinCEN). The information is then stored on a federal database, but it won’t be available to public. You can file online or hire us to do it for you.

After registering your LLC with the state of Delaware and getting any required licenses, you are legally ready to conduct business. But that doesn’t mean there’s nothing left to do. Here’s what to keep in mind after you’ve formed your LLC.

Opening a bank account

Most people start their LLC in order to have limited liability protection. But if you mix your business and personal finances, a court could rule that your LLC isn’t entitled to limited liability status. Opening a business bank account is an important way of creating (and maintaining) the separation of your business finances.

You’ll need to bring the following items to the bank to open your account:

• a copy of your Delaware LLC Certificate of Formation
• the LLC’s operating agreement & EIN
• an LLC Resolution to Open a Bank Account (if your LLC has multiple members)

Be aware that different banks have different requirements, so it’s a good idea to call your bank and find out what documents you need.

Delaware tax requirements

Delaware LLCs are not required to file an annual report but they must pay a $300.00 annual franchise tax on or before June 1st of each year. Even if you haven’t actually started doing business, you’re on the hook for the franchise tax if your LLC is registered in Delaware. Late payment comes with a $200 penalty, so be sure to set a reminder before the deadline. If you’re worried you’ll forget, you can hire Northwest to submit your annual franchise tax for you.

Additionally, all Delaware businesses have to pay a Gross Receipts Tax, which is a tax on all of the goods/services you sell. The actual tax rate depends on your business activity, but it ranges anywhere from .0945% to .7468%.