You have a big idea, truckloads of ambition, dreams of a thriving Delaware LLC, and you’re mentally prepared to make it happen.
But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Certificate of Formation.
With such grand plans, the last thing you might want to do is file paperwork, but completing the Certificate of Formation is what authenticates your LLC, making it official in Delaware. It’s perhaps the most important step in starting your Delaware LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.
But before you dive into the Certificate of Formation, you should have a few pieces of information ready to help streamline the process.
Choosing an LLC Name
Before anything else, you will need to decide on an LLC name. You must include a business name on your Certificate of Formation, and if the Department of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.
When you land on an ideal business name, make sure that it adheres to Delaware’s business name requirements, which say that it must contain the words “Limited Liability Company,” or the abbreviation “L.L.C.” or “LLC,” and refrain from using any form of the word “bank” without approval from the Delaware Banking Commission. Further, it can’t contain any “lewd, vulgar, or racist” language, so keep it kind and family-friendly!
But following the rules won’t matter if your name is already taken. Perform a business name search to find out if it’s available.
Once you’ve found your perfect name, include it on your Certificate of Formation to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 120-day hold on your name by submitting a name reservation request.
Choosing a Delaware Registered Agent
A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. Registered agent information is one of the few things required to complete your Certificate of Formation, so be sure to make arrangements with your agent before filing.
You have plenty of registered agent options, but they all fall into one of two categories: individuals and business entities. If you choose and individual like an attorney or business partner, that person must be a Delaware resident with a physical in-state address. And if you go with a corporation like a registered agent service, it must be authorized to do business in Delaware.
Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.
Preparing to File Your Delaware Certificate of Formation
Now for the main event: the Certificate of Formation. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Delaware.
The form itself is surprisingly short and easy. It’s a single page, and if you gather the necessary information beforehand, you can complete it in a matter of minutes. Here’s what you’ll need:
- The LLC name
- Registered agent name and address
- Organizer name and signature
That’s it! We weren’t kidding about its brevity. But keep in mind that, like Delaware’s other business filings, the Certificate of Formation must include a Filing Memo, and the Filing Memo requires:
- Priority filing (optional)
- The submitter’s name, mailing address, phone number, and email address
- The LLC name
- The type of document
- Number of certified copies or other requests
- Method of return
- Credit card information (if paying via card)
And let’s not forget about the fee! The Certificate of Formation costs $90, payable by check or credit/debit card, so have your payment method lined up as you complete the forms.
Standard processing time is 10-15 business days, although it can take 3-4 weeks during heavy filing periods. But if you’re short on time and need to start your LLC ASAP, you can request one of four expedited service options:
- 24-hour processing for $50
- Same-day processing for $100
- Two-hour processing for $500
- One-hour processing for $1,000
Apologies to anyone who prefers to file documents online, because there’s no option for electronic filing. You’ll need to download a paper application and Filing Memo, then submit them via mail, in person, or by fax.
Send your documents and payment to:
Delaware Division of Corporations
John G. Townsend Building
401 Federal St. Suite 4
Dover, DE 19901
Live in Dover? Feel free to hand-deliver your materials to the same address, if you prefer.
Or, you can fax them to (302) 739-3812.
What About Foreign LLCs?
The process outlined above works for domestic LLCs (those formed in Delaware), but what if your business is expanding to Delaware from another state? If so, you will have no need for the Certificate of Formation because your LLC will follow a different path.
Every out-of-state business entity must foreign qualify before conducting any business in Delaware, and it can do so by filing a Certificate of Registration (along with a Filing Memo). And whatever you do, don’t attempt any business activities in the state before foreign qualifying, because this can lead to some serious consequences down the road.
After your business has foreign qualified, though, go ahead and make deals, sell products, hire employees, and transact business in Delaware.
Want Help Filing Your Certificate of Formation?
Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.
The good news is that you don’t need to file the Certificate of Formation yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.
There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.
While each service has optional upgrades and perks packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Delaware Department of State. They will complete everything outlined in this guide and notify you when your Certificate of Formation has been filed. You won’t have to lift a finger.
There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents, assistance drafting your operating agreement, or coverage of certain LLC formation costs.
Which is the Best LLC Service?
All you need to do now is research every service extensively and make side-by-side comparisons for each option. Easy, right? Just kidding – we did all of that for you.
And from our meticulous research of reviewing and ranking the top LLC services, we’ve drawn the conclusion that IncFile and Northwest are your best overall options.
They might not have the brand recognition of LegalZoom, the industry giant, but both have amazing customer support, affordable prices, and include a year of registered agent service.