How to File Delaware LLC Certificate of Formation
A lot goes into the conception and planning of a new business. It is the Certificate of Formation that make the LLC official. Being prepared before sitting down to complete the application will help you finish it efficiently.
First, have all of the required information handy. You will be asked for the following information:
- Name and address of the Delaware LLC
- The name and address of the registered agent
- The name(s) and signature(s) of the organizer(s)
Second, the cost of filing the Certificate of Formation is $90, so have a check (payable to Delaware Secretary of State) ready to go. For expedited service, the following fees apply:
- $50 24-hour fee
- $100 Same day fee
- $500 two-hour service
- $1,000 one-hour service
Finally, processing times vary. You can expect standard processing of 10 to 15 business days. However, during heavy filing periods (March, June and December) processing can take an additional three or four weeks. Following the processing, an applicant can expect to receive a stamped copy of the submitted document. A certified copy can be provided for a $50 fee.
The Certificate of Formation application must be accompanied by a cover sheet that includes a name or entity name, address, and phone number. When filing the certificate use one of the three methods below. Note that in the state of Delaware online filing is not available.
Mail or In Person
Applications can be mailed or delivered to the following address:
Delaware Division of Corporations
John G. Townsend Building
401 Federal St. Suite 4
Dover, DE 19901
Applications can be faxed to 302-739-3812.
Want Help Filing Your Certificate of Formation?
If you decide to use your time building your business rather than completing paperwork, but don’t want to spend the money on an attorney, an LLC formation service is a great compromise.
Lots of online incorporation services are out there but do vary in perks offered, processing times (theirs, not the state’s), and price.
In general, a service will collect and review your information, prepare the documents, and send them to the Delaware Division of Corporations. They will contact you when the Certificate of Formation has been filed.
One additional benefit offered by some services is a free year of registered agent service. Others offer order tracking or notifications of future legal requirements needed with the state.
After reviewing all the top LLC services available, we found IncFile and Northwest Registered Agent the best overall options. While neither of them have as high brand power as the industry giant, LegalZoom, both services have great customer support, prices and offer a free registered agent.
(Post Formation Checklist) After LLC Formation
After you have filed the formation documents with the state, it’s important not to overlook a few critical details.
On the federal level, most LLCs do not pay taxes directly to the government. Instead, they report income and losses on the owner’s personal 1040 tax returns. Schedule C is often used for reporting. Unless the LLC chooses to be taxed as a corporation, a single-member LLC is taxed as a Sole Proprietorship and a multi-member LLC is taxed as a Partnership.
In the state of Delaware, LLCs are required to pay a $300 annual tax.The tax must be paid online and the taxes for the previous year are due on or before June 1. Note that a penalty of $200 plus 1.5% interest per month on the tax and penalty will be assessed if paid after the deadline.
Delaware is one of a few states that does not have a sales tax; however, it does have a gross receipts tax, which is a tax on the sellers of goods. For more information, visit the Delaware Division of Revenue. (DOR)
If your LLC is an employer, it will also be responsible for withholding and paying state income taxes as well as unemployment insurance taxes. The DOR provides an Employer’s Guide that provides instructions for payment.
A business license is required for “any person or entity conducting trade or business in the state of Delaware.” The application is available online or through hard copy. If your LLC is an employer, you may want to consider the online method as you will be able to register your business with the Division of Revenue, the Division of Unemployment Insurance, and the Office of Workers Compensation at the same time. If applying by hard copy, send to the following address:
Division of Revenue
P.O. Box 8750
Wilmington, DE 19899-8750
The cost of the business license varies according to the business category. A list of fess is provided on the application. The initial license is active for one year. Business owners have the option of a one-year or three-year renewal. Keep in mind that some cities and counties may also require a business license.
In some cases, a professional license is also needed before a business can begin operations. Information is available on the Delaware Division of Professional Regulation website. Requirements and fees vary according to the license.
LLCs are not required to file an annual report in the state of Delaware.