Delaware Filing Forms

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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)

In this lesson, we will walk you through filing your Certificate of Formation and Cover Letter with the state. These are the documents that officially form your Delaware LLC.

Delaware LLC Secretary of State Division of Corporations

(Delaware Secretary of State, Division of Corporations Building)

You can file your Certificate of Formation and Cover Letter by mail or fax. Delaware does not have online filing.

The state filing fee is $90 and the approval time is usually 1 week, unless the state is really busy. If they’re busy, it could take up to 3 weeks for approval.

If you need a faster approval, you can pay an extra $50 for 24-hour expedited processing.

You can pay the state filing fee with a check or credit card.

Note: Before proceeding with this lesson, make sure you have searched your desired LLC name and selected your Registered Agent.

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 to Complete the Certificate of Formation

Download the Certificate of Formation: http://corp.delaware.gov/llcform09.pdf

First:
Enter your LLC name exactly as you would like it, including your preferred capitalization, as well as the designator “LLC” or “L.L.C.” (the abbreviation “LLC” is the most common).

Note: You can use a comma or you can leave it out. (Example: “ABC Widgets, LLC” and “ABC Widgets LLC” are both acceptable). For more information on the comma in your LLC name, watch this video.

Second:
Enter the address and name of your LLC’s Registered Agent. The address must be a street address located in Delaware (PO boxes are not allowed).

Third:
Select whether or not your LLC will automatically dissolve (shut down) on a specific date.

If you prefer for your LLC to be open-ended (technically referred to as “perpetual”) with no set closure date, leave this blank.

If you prefer for your LLC to be automatically shut down on a specific date, then write down that specific date.

Most people form a perpetual LLC, so they leave this section blank. This gives them the freedom to close their LLC at any time by filing dissolution paperwork.

Fourth:
This section is used to add additional rules and regulations to your LLC. This section is not required, and will most likely not apply. If that’s the case, you can leave it blank.

In Witness Whereof:
Enter the day, month, then year. Sign your name after “By” and print your name after “Name”.

How to Complete the Cover Letter

Download the Cover Letter: http://corp.delaware.gov/filingmemo.pdf

Priority:
At the top of the form, choose your desired Priority Box. Shade in completely the box you want. Think of it like coloring; fill in the entire box, and try not to go outside of the lines.

Your expedited options are Priority 1 ($1,000), Priority 2 ($500), Priority 3 ($100), or Priority 4 ($50). If you don’t want to pay extra and prefer regular processing, check off Priority 7.

Note: Delaware does not have a Priority 5 or Priority 6… just in case you were wondering.

Submitter’s Information:
Enter your name, address, phone, and email.

Enter a fax number if you have one. If not, you can leave it blank. If you leave fax blank, you must have an email address listed.

You can leave the Account Number blank.

If you list a company name at the top, you have to place your name on the Attention line.

Document Filing Request Information:
You can leave this section blank.

Other Document Filing Information:
You can leave this section blank.

Method of Return:
Most people check off “Regular Mail” which is the standard method of return. If you have a pre-paid account with FedEX or UPS, you can list the account number.

Credit Card Information:
If you are not paying by check, and prefer to pay with a credit card, fill in this section. If you are paying by check, leave this section blank.

Comments/Filing Instructions:
You can leave this section blank.

Instructions for filing by Mail

1. Prepare Payment:
When filing by mail, you can pay by check or credit card.

If you are paying by check, make it payable to “Delaware Secretary of State”.

If you are paying by credit card, enter your credit card info on the Cover Letter.

The filing fee is $90 for regular processing, or $140 for 24-hour expedited processing.

Note: please call the state 302-739-3073 to confirm the $50 for 24-hour processing. At times, this fee changes a little. Phone support hours are 8am to 4:30pm, Monday through Friday.

2. Mail Documents:
Send your Cover Letter and Certificate of Formation along with your payment to:

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

Instructions for filing by Fax

1. Prepare Payment:
When filing by fax, you can only pay with a credit card. Enter your credit card info on the Cover Letter.

The filing fee is $90 for regular processing, or $140 for 24-hour expedited processing.

Note: please call the state 302-739-3073 to confirm the $50 for 24-hour processing. At times, this fee changes a little. Phone support hours are 8am to 4:30pm, Monday through Friday.

2. Fax Documents:
Fax your Cover Letter and Certificate of Formation to 302-739-3812.

Wait for LLC Approval

Congratulations, your Delaware LLC has been filed for processing! Now you just need to wait for approval.

Whether you file by mail or by fax, the state will return your documents by mail.

Your LLC approval will include a copy of your Certificate of Formation, along with a receipt.

Next Step

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

Delaware Secretary of State Contact Info

If you have any questions, you can contact the Delaware Division of Corporations (Delaware Secretary of State) 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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