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LLC Formation in Delaware

LLC Formation in Delaware

The Limited Liability Company (LLC) has become an increasingly popular choice for business formations. It is a business structure that combines the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation.

Note that each state has different requirements for forming an LLC. Whether you are starting a new business or forming an LLC for a business already in existence, you'll want to understand the state requirements for LLCs. Here are some important things to know about LLC formation in Delaware. While it is known as the most business-friendly state, Delaware has some specific LLC requirements.

Acceptable Delaware LLC Names

The Delaware LLC name must contain the words "Limited Liability Company," or the abbreviations, either "LLC" or "L.L.C."

A name must be distinguishable upon the Secretary of State’s records from the names of domestic and qualified foreign entities including corporations, LPs, partnerships, statutory trusts and LLCs, and reserved and registered names.

There are restrictions on the use of the word “bank” or any variation thereof. The name may not indicate that the company is a bank, without approval from the Delaware Banking Commission.

Delaware LLC Requirements for Members and Managers

  • There must be at least one member.
  • There are no residency or address requirements for members or managers
  • There are no age requirements to be a Delaware LLC member or manager

Delaware LLC Requirements for Certificate of Formation

A Delaware LLC is created by filing a Certificate of Formation with the Secretary of State.
(Note that this document is sometimes referred to as “Articles of Organization” in other states.)

Delaware does not require that the names and addresses of members or managers be disclosed in the LLC’s Certificate of Formation.

A Delaware LLC Must Have a Registered Agent

Every Delaware LLC must have and maintain a registered office and a Registered Agent having a business office identical with the registered office. The LLC’s Certificate of Formation requires the name of the initial Registered Agent and the address of the initial registered office.

The Registered Agent must have a physical address (i.e., no post office boxes) in Delaware. The Registered Agent’s business office must be generally open at sufficiently frequent times to accept service of process and otherwise perform the functions of a Registered Agent.

What Are Delaware LLC Formation Requirements for Professionals?

Delaware does not have specific provisions authorizing an entity called a professional LLC (known in other states as a Professional Limited Liability Company, or PLLC). Professionals can choose to operate their business as a regular LLC.

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