Last updated January 19, 2021

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Delaware LLC
Certificate of Formation

How to form an LLC in Delaware
This Quick Start Guide is a brief overview of how to form an LLC in Delaware.

Detailed Lessons:

 

Delaware LLC costs:
LLC formation cost: $90 (one-time fee)
Annual franchise tax: $300 (every year)

Need help?
Hire a company to form your Delaware LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

★ Check out Northwest vs LegalZoom

Certificate of Formation overview

In this lesson, we will walk you through filing your Delaware LLC Certificate of Formation with the state.

The Certificate of Formation is the document that officially forms your Delaware LLC.

Methods of filing

The Certificate of Formation can be filed online or by mail.

Filing by fax used to be an option, however, as of 2020, the state no longer accepts filings by fax.

What forms are required to form an LLC in Delaware?

Regardless of whether you file by online or by mail online, you’ll complete the same two forms:

  • Certificate of Formation
  • Cover Letter with Submitter’s Information

If you file online:

You’ll need to complete the Certificate of Formation, which is in PDF format. You’ll then sign, scan, and upload this form to the state’s website.

You don’t need to complete a PDF version of the Cover Letter. Instead, you’ll be entering that information directly on the state’s website.

If you file by mail:

You’ll need to complete the Certificate of Formation, which is in PDF format. You’ll then sign this form and mail it to the state.

You’ll also need to complete the PDF version of the Cover Letter and mail this along with your Certificate of Formation.

LLC University® recommendation: We recommend filing online because it’s easier and it speeds up the approval time by a few days.

How much does a Delaware LLC cost?

The filing fee for the Delaware LLC Certificate of Formation is $90. This is a one-time fee.

The Delaware LLC $90 fee is the same for both online filing and mail filing.

You can pay the Delaware LLC filing fee by credit card (if you file online) or with a check or money order (if you file by mail).

Note: The “LLC filing fee” (the fee to create a Delaware LLC) is the same thing as the “Certificate of Formation fee”. The Certificate of Formation is the document that, once approved by the Division of Corporations, creates your Delaware LLC.

Need to save time? Hire a professional to form your LLC in Delaware:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(check out Northwest vs LegalZoom)

How long will it take the state to approve my Delaware LLC?

It generally takes 7-10 days for the state to process your Delaware LLC, however, due to the current situation, processing time is 5-6 weeks.

How to get a faster processing time? (Expedited Filing)

If you want your Delaware LLC approved faster than the standard time, you need to pay an expedited filing fee in addition to the $90 base filing fee.

Processing time vs. approval time

The table below shows the expedited filing methods (Priority 1, 2, 3, and 4) and the regular filing method (Priority 7) and how long it takes for your Delaware LLC to be approved.

Processing time: how long it takes for the state to review your filing.

Approval time: how long before you get the LLC approval documents.

Delaware LLC processing & approval times:

[table id=41 responsive=scroll /]

Note: There is no such thing as Priority 5 and Priority 6.

Here’s what we think: If you don’t mind waiting 6-7 weeks for your LLC to be approved, just select Priority 7 (non-expedited). In this manner, you’ll pay just $90. If you need your LLC approved faster, pay $50 for Priority 4. This way your LLC will be approved in less than a week and your total costs will be $140 ($90 + $50). We don’t see much reason for Priority 3, since for $50 more, you only save about 1 day. And if you need your LLC approved even faster, then select Priority 2 and pay $590 ($500 + $90). We can’t really find a good reason to pick Priority 1 and pay $500 more just to have your LLC approved 1 hour faster. The real benefit to Priority 2 and Priority 1 (if you can afford it) is the state will email your LLC approval. The state will not email your LLC approval for any other Priority 3, 4, and 7.

Prior LLC University® lessons

Before filing your Delaware LLC Certificate of Formation, we recommend reading the prior two lessons. This will help make sure your LLC filing doesn’t get rejected.


How to complete the Certificate of Formation
(for both mail filing and online filing)

First, download the Certificate of Formation:
Delaware Division of Corporations: Certificate of Formation (PDF)

As per Section 18-201 of the Delaware LLC Act, the Certificate of Formation only needs to include 3 things:

  • the LLC name,
  • the name of the Registered Agent,
  • and the Registered Office (the address of the Registered Agent).

Additional provisions:
If you want to add additional provisions to your Certificate of Formation, you can create your own Certificate of Formation document with those provisions as long as it has the 3 required items. Having said that, most filers prefer to send the minimum information to the state and if their LLC has special rules, they place them in the Delaware LLC Operating Agreement.

1. Name of LLC

  • Prior lesson: Make sure you have read the Delaware LLC name search lesson before proceeding. And make sure your desired LLC name is available for use before sending the Certificate of Formation to the state.

Enter your LLC name exactly as you would like it, using your preferred capitalization.

As per Section 18-102 of the Delaware LLC Act, your LLC name must have a designator at the end. The three allowable LLC designators in Delaware are:

  • LLC (the most common)
  • L.L.C.
  • Limited Liability Company

Does my Delaware LLC name need a comma?

You can use a comma in your Delaware LLC name or you can leave it out. It’s a personal preference since the state will accept both versions.

For example: “ABC Widgets, LLC” and “ABC Widgets LLC” are both acceptable.

2. Registered Office and Registered Agent

  • Prior lesson: Make sure you have read the Delaware Registered Agent lesson before proceeding and you’ve decided who will be your LLC’s Registered Agent. If you plan on hiring a Commercial Registered Agent, you need to do that before listing their information in the Certificate of Formation.

Enter the street address, city, and zip code of your Delaware Registered Agent.

Then enter the name of your LLC’s Delaware Registered Agent.

Remember, a PO box address cannot be used for the Registered Agent’s address. A street address in Delaware must be used.

Signature

Your Delaware LLC Certificate of Formation must be signed by an Authorized Person.

An Authorized Person is any person or company who you authorize to file your Delaware Certificate of Formation. There is no authorization form required. As long as you’ve given someone consent, either in writing via email, by conversation, or by agreeing to a website’s terms of service, that person or company can sign your LLC’s Certificate of Formation as the Authorized Person.

In essence, the Authorized Person is acting in a similar capacity to an LLC Organizer.

An Authorized Person doesn’t have to be an LLC Member, but they can be. Just signing the Certificate of Formation doesn’t make someone an LLC Member (LLC Members are listed in the Delaware LLC Operating Agreement).

If you plan on hiring an LLC filing company (we recommend Northwest Registered Agent), they will sign as the Authorized Person.

If you are filing the Certificate of Formation yourself, you can sign as the Authorized Person.


How to complete the Cover Letter
(for mail filing only)

  • Note 1: A Cover Letter PDF only needs to be completed if you are filing your Certificate of Formation by mail. If you are filing online, you don’t need to complete this PDF form. You will be manually inputting this information on the state’s website instead.
  • Note 2: The Cover Letter is also called the Cover Sheet, Cover Memo, and Filing Memo, however, they are all the same thing.

Download the Cover Letter

Download link:
Delaware Division of Corporations: Cover Letter (PDF)

Again, this form only needs to be completed if you are filing by mail.

Priority

  • Note: Please see the Delaware LLC processing time table above and decide whether you’d like standard processing (Priority 7) or you’d like to pay more to have your LLC processed and approved faster.

Choose and “shade in” your desired Priority at the top. Think of it like coloring; fill in the entire box, and try not to go outside of the lines.

Submitter’s Information

Note: The Cover Letter is private information. Anything you enter here or anywhere on the Cover Letter will not go on public record.

Company/Firm or Individual’s Name: Enter your name. Don’t enter your LLC name here.

Attention: Leave this section blank.

Return Address: Enter the street address where you’d like the LLC approval sent.

City-State-Zip: Enter the city, state, and zip or postal code.

Country: Enter the country.

Phone: Enter your phone number.

Fax: Enter your fax number (optional).

Email address: Enter your email address. If the fax number is blank, an email address must be entered.

Note regarding Priority 1 and Priority 2: If you are going to pay for Priority 1 ($1,000) or Priority 2 ($500), the state will either fax or email your LLC approval documents (in addition to mailing them to you):

  • If you list a fax number (and no email address), the state will fax your LLC approval.
  • If you list an email address (and no fax number), the state will email your LLC approval.
  • If you list both a fax number and an email address, the state will email your LLC approval.

Account number: Leave this blank.

Document Filing Request Information

Name of Company/Entity: Enter your LLC name as you have it on your Certificate of Formation.

File Number: Leave this blank.

Reservation Number: If you filed an LLC name reservation, you can enter your LLC’s name reservation number here. Most filers don’t reserve an LLC name ahead of time (it’s not required) so they leave this section blank.

Document Type: Enter “Certificate of Formation”.

Other Document Filing Information

Tip: Most filers leave the entire “Other Document Filing Information” section blank unless they’ve specifically been asked (i.e. from a bank or from a lender) for a Certified Copy or a Certificate of Good Standing.

Number of certified copies (optional):

A Certified Copy (of your Certificate of Formation) is taking your LLC approval document one step further. Typically, you’ll receive a stamped and approved copy of your Certificate of Formation (this is your LLC approval). If you want a certified copy, it’s this stamped and approved Certificate of Formation with a state seal to make it more “official”. The fee for a Certified Copy is $50 + $2 per page

Certificate of Good Standing (optional):

In this section, you can also purchase a Certificate of Good Standing (Short Form) for $50 or a Certificate of Good Standing (Long Form) for $175.

Short Form vs Long Form:
Both forms certify that your LLC is authorized to do business in the state. The Short Form contains basic information such as the LLC name and its good standing status. The Long Form contains the same information as the Short Form, but also lists all of the documents that have been filed for the LLC (ex: annual filings and amendments).

Don’t worry :)
Not getting a Certified Copy or a Certificate of Good Standing in no way harms or negatively affects your LLC. Furthermore, if you ever need one in the future (again, it’s rare), you can always order them from the state later.

Method of Return

Most people check off “Regular Mail” which is the standard method of return.

Alternatively, if you have a prepaid account with FedEX or UPS, you can check off the applicable box and then enter your account number.

Comments/Filing Instructions

You can leave this section blank.


Instructions for mailing the Certificate of Formation and Cover Letter

Prepare payment:

When filing by mail, you can pay by check or money order (make it payable to “Delaware Secretary of State”).

The filing fee is $90. If you are paying extra for expedited processing, make sure to add that amount to the $90 and include the correct payment total.

Mail documents:

Mail your Certificate of Formation, Cover Letter, and check or money order to:

Delaware Division of Corporations
401 Federal Street, Suite 4
Dover, DE 19901

Approval time (mail filing):

Your LLC approval time will depend on the Priority method you chose (see processing times above).

For most filers, your LLC approval documents will be returned by mail to the address you listed on the Cover Letter.

If you paid for Priority 1 or Priority 2 expedited filings, in addition to sending your LLC approval documents by mail, the state will also fax or email your LLC approval documents.


Instructions for filing the Certificate of Formation and Cover Letter online (using DocUpload)

Have your signed and scanned Certificate of Organization ready:
If you want to file online using DocUpload, you’ll need to have completed the Certificate of Formation, signed it, scanned it, and have it saved in PDF format on your computer.

You’ll be uploading that signed and scanned PDF on the state’s website.

DocUpload hours

You can only use DocUpload:

  • Monday through Thursday from 7:45am to 11:59pm (Eastern Time)
  • Friday from 7:45am to 10:30pm (Eastern Time)

DocUpload is not available:

  • Saturdays
  • Sundays
  • State holidays
  • Unexpected closures (ex: bad weather)

Get started with DocUpload:

  • Visit eCorp Business Services
  • Click “Document Upload”
  • A pop-up will appear telling you not to upload a Cover Letter; click “Close”

Document Priority:

Select how quickly you want your LLC Certificate of Formation to be processed. See LLC processing times above.

Submitter Info:

Note: The Submitter Information is private information. Anything you enter here will not be listed on public record.

Account number: You can leave this blank.

Submitter name: Enter your name. Don’t enter your LLC name here.

Attention line: Leave this blank.

Address 1: Enter the street address where you’d like the LLC approval sent.

Address 2 and Address 3: If your street address has a unit or suite number, enter that in Address 2. Continue onto Address 3 only if applicable.

City, State, and Postal Code: Enter the city, state, and zip or postal code for the address.

Country: If your mailing address is outside of the USA, check off the “Non US Country” box.

Email address: Enter your email address.

Phone number: Enter your phone number.

Fax: Enter your fax number (optional). If you don’t have a fax number, just leave this blank.

Note regarding Priority 1 and Priority 2: If you are going to pay for Priority 1 ($1,000)or Priority 2 ($500), the state will either fax or email your LLC approval documents (in addition to mailing them to you):

  • If you list a fax number (and no email address), the state will fax your LLC approval.
  • If you list an email address (and no fax number), the state will email your LLC approval.
  • If you list both a fax number and an email address, the state will email your LLC approval

Document Request Type:

From the drop down menu, select “Document Filing Request“.

File upload:

Make sure your signed Certificate of Formation is saved in PDF format.

Then click the “Select files” button and upload your Certificate of Formation.

Again, don’t upload a Cover Letter when using DocUpload.

Document Filing:

Corporation Name: Enter your LLC name as you have it on your Certificate of Formation.

Corporation Number: Leave this blank. It’s not applicable.

Reservation Number: If you filed an LLC name reservation, you can enter your LLC’s name reservation number here. Most people don’t reserve an LLC name ahead of time (it’s not required) so they leave this section blank.

Document Type: Enter “Certificate of Formation”.

Other Document Filing Information:

Tip: Most people leave the entire “Other Document Filing Information” section blank unless they’ve specifically been asked (ex: from a bank or from a lender) for a Certified Copy or a Certificate of Good Standing.

Number of certified copies (optional):

A Certified Copy (of your Certificate of Formation) is taking your LLC approval document one step further. Typically, you’ll receive a stamped and approved copy of your Certificate of Formation (this is your LLC approval). If you want a certified copy, it’s this stamped and approved Certificate of Formation, but with a state seal on it to make it more “official”. The fee for a Certified Copy is $50 + $2 per page

Certificate of Good Standing (optional):

In this section, you can also purchase a Certificate of Good Standing (Short Form) for $50 or a Certificate of Good Standing (Long Form) for $175.

Short Form vs Long Form:
Both forms certify that your LLC is authorized to do business in the state. The Short Form contains basic information such as the LLC name and its good standing status. The Long Form contains the same information as the Short Form, but also lists all of the documents that have been filed for the LLC (ex: annual filings and amendments).

Don’t worry :)
Not getting a Certified Copy or a Certificate of Good Standing in no way harms or negatively affects your LLC. Furthermore, if you ever need one in the future (again, it’s rare), you can always order them from the state later.

Method of Return:

Select how you want your LLC approval documents returned to you.

Most people select “Regular Mail” from the drop down menu.

Alternatively, if you have a prepaid account with FedEX or UPS, you can list that account number here.

If you paid for Priority 1 ($1,000) or Priority 2 ($500) Expedited Processing, in addition to the state mailing you a copy of your LLC approval documents, the state will also fax or email your LLC approval documents.

Comments:

You can leave this section blank.

Continue

Click “Continue” to proceed to the next step.

A “Review Your Submission” pop-up box will appear. The state is just saying make sure you double-checked your information. To review your filing information one more time, click “Review/Edit”. To proceed, click “Proceed”.

Prepare Payment:

Note: All the information entered here is private. It is not listed on public record.

Select “ACH” or “Credit card” from the drop down menu.

Enter your payment information, contact information, and billing information.

Then click “Submit Your Request” and complete the online payment.

Congratulations, your Delaware LLC has been filed for processing!

Now you just need to wait for your LLC to be approved.

Delaware LLC Approval Time

How long it takes for your Delaware LLC to be approved will depend on what processing time you selected for your filing.

If you didn’t pay extra expedited filing, your LLC will be processed in 5-6 weeks. Accounting for mail time, that means you’ll get your LLC approval documents in the mail in about 6-7 weeks.

If you paid for Priority 4 ($50) or Priority 3 ($100), your LLC will be processed either the same day or within 24 hours after the state receives it. Accounting for mail time, you’ll get your LLC approval documents in the mail in about 4-7 days.

If you paid for Priority 2 ($500) or Priority 1 ($1,000) and you didn’t submit your filing over the weekend, your LLC will be processed within 1-2 hours. The state will email or fax your documents shortly thereafter. You’ll have your LLC approval emailed or faxed back to you within 1-3 hours after the state receives your filing. The state will also mail a copy of your LLC approval documents, which will arrive in the mail in 3-5 days.

What is the Delaware LLC approval?

The Delaware LLC approval documents consist of a stamped and approved Certificate of Formation and a Filing Receipt.

Next Step: Delaware LLC Operating Agreement

Once you file your Certificate of Formation and it is approved by the state, you can then proceed to the next lesson: Delaware LLC Operating Agreement.

Delaware Division of Corporations Contact Information

If you have any questions, you can contact the Delaware Division of Corporations at 302-739-3073.

Their hours are Monday through Friday from 8am to 4:30pm Eastern Time.

Matt Horwitz
Founder & Educator, LLC University®
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! LLC University® teaches people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your business journey.
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