Key Takeaways

  • Delaware LLC Articles of Organization are officially called the Certificate of Formation and must be filed with the Delaware Division of Corporations to legally form your LLC.
  • Delaware offers significant advantages for LLCs, including business-friendly laws, minimal reporting requirements, and strong liability protection.
  • The Certificate of Formation requires essential details like the LLC name, registered agent information, and organizer signature, and can be filed online or by mail for $110.
  • Additional steps after filing include creating an operating agreement, obtaining an EIN, and securing necessary state and local business licenses.
  • Expedited processing is available for certified copies, with fees ranging from $50 for standard to $1,000 for the fastest service.

Delaware LLC articles of organization, or certificate of formation, is needed to register your LLC with the state of Delaware. 

Advantages of Forming an LLC in Delaware

In addition to the benefits of forming an LLC in Delaware, starting a business is quick and easy. Here are few advantages of forming an LLC in Delaware.

  • Complete all necessary forms and actions online.
  • LLC limits your personal liability — debts, obligations, and other liabilities of your business are separated from you as the business owner.
  • LLCs in Delaware are easy to maintain, no need to form a board of directors, complex rules, and regulations for annual meetings.
  • LLCs can also add and amend members and make other changes using a little paperwork.
  • Lastly, filing taxes are much simpler.

Key Legal Protections and Flexibility

In addition to tax and administrative advantages, Delaware LLCs benefit from one of the most advanced and flexible legal frameworks in the United States. The Delaware Limited Liability Company Act provides:

  • Strong liability protection for members and managers, shielding personal assets from business debts and obligations.
  • Customizable internal rules through an operating agreement, which can override many default statutory provisions.
  • Confidentiality options, as Delaware does not require the names of LLC members or managers to be listed in the Certificate of Formation.
  • Predictable dispute resolution through the Delaware Court of Chancery, which specializes in business law cases.

These features make Delaware particularly attractive to entrepreneurs, investors, and businesses operating across multiple states.

How to Start an LLC in Delaware?

Setting up an LLC in Delaware is simple:

  1. Name Your LLC. Finding a name for an LLC is the first step in starting your business. You need to make sure that the name fits and could be used to brand your business. A unique and original name for your Delaware LLC is essential to ensure that no business is using your target name. Do a Delaware business entity name search to check if your business name choice is already taken. The business name needs to contain the words Limited Liability Company or the abbreviations LLC. In finalizing your business name, make sure to avoid the prohibited words that would confuse the name with a federal or state agency like FBI, Secret Services, Treasury, etc. In addition, restricted words like bank, attorney, university require additional paperwork such as proof of licensed individuals.
  2. Secure a Domain Name. Apart from securing the business name to be registered on the appropriate state agency, it's also good to reserve a domain name for your business. Even if it's still not your plan to build a website for your business, you might want to get the domain for others not to acquire it. An email address related to your business name is a good option to consider. In this way, branding your business online will be easier.
  3. Street Address. A designated address is needed for a Delaware LCC. It might be the home address (if you're running the business from your home address), a physical address of the business, or even outside of Delaware. One can also use a P.O. Box as a designated address in Delaware, unlike other states.
  4. Choose a Registered Agent. The business needs to nominate a registered agent, a person or business tasked to send and receive legal papers on behalf of the LLC. The registered agent must be available during business hours to attend legal correspondence. The agent's name and address will be part of the public record available on Delaware's Secretary of State's website. Furthermore, the agent must be a resident or a corporation allowed to transact business in Delaware.
  5. File the Certificate of Formation. Filing the Certificate of Formation, which can be done by mail, is needed to register your LLC with the state of Delaware. For a Domestic LLC, filing the Certification of Formation will cost you a non-refundable $90 payable to the Secretary of State and an additional $100 for expedited services.
  6. Create an Operating Agreement. The operating agreement is required when forming an LLC in Delaware. The operating agreement, which can be a verbal or written agreement, is a legal document detailing the ownership and operating procedures of the LLC. However, the agreement is not required and can be changed any time without paying for an amendment fee.
  7. Obtain an EIN. To identify a business entity, an Employer Identification Number (EIN) or Federal Tax Identification Number is required when filing state and federal taxes. EIN is also the social security number for the company. This is also required by banks to open business checking accounts. Getting an EIN is free and can be done in two ways: online and print and mail form.

Here are the fees for getting certified copies of Delaware articles of organization:

  • $50 per document plus $2 per page, for normal processing
  • $1000 for Priority 1 expedited processing
  • $500 for Priority 2 expedited processing
  • $60 for Priority 3 expedited processing
  • $50 for Priority 4 expedited processing

Payments can be done via Check, Money Order, Visa, MasterCard, or Discover and payable to Delaware Secretary of State.

Details Required in the Delaware Articles of Organization

The Delaware Articles of Organization—officially known as the Certificate of Formation—must include specific information to be accepted by the Division of Corporations:

  1. LLC Name – Must be distinguishable from existing business names in Delaware and include “Limited Liability Company,” “L.L.C.,” or “LLC.”
  2. Registered Agent Information – The name and physical Delaware street address of the registered agent authorized to receive legal documents.
  3. Authorized Signatory – Signature of the organizer or an authorized representative.
  4. Optional Provisions – Any additional clauses you wish to include, such as management structure or member rights.

The filing fee is $110, and submissions can be made online, by mail, or through an authorized agent. Upon approval, the state will issue a stamped and dated copy for your records.

Post-Filing Requirements for Delaware LLCs

Forming your LLC is only the first step. Delaware law imposes certain ongoing requirements:

  • Operating Agreement – Not filed with the state but highly recommended to define management structure, profit distribution, and member responsibilities.
  • EIN Application – Required for LLCs with multiple members, employees, or corporate tax election.
  • Business License – All Delaware LLCs must obtain an annual state business license from the Division of Revenue.
  • Annual Franchise Tax – A flat $300 due by June 1 each year, regardless of business activity.
  • Local Compliance – Check city or county rules for zoning, signage, or local licensing requirements.

Failing to comply with these obligations can lead to penalties, loss of good standing, or administrative dissolution.

Certified Copies and Expedited Service Options

If you need a certified copy of your Delaware Articles of Organization, the standard processing fee is $50 per document plus $2 per page. Delaware also offers expedited options:

  • Priority 4 – $50
  • Priority 3 – $60
  • Priority 2 – $500
  • Priority 1 – $1,000

Payments can be made via check, money order, Visa, MasterCard, or Discover, payable to the Delaware Secretary of State. Expedited services are often used when opening bank accounts, applying for financing, or meeting urgent legal deadlines.

Frequently Asked Questions

  1. Are Delaware Articles of Organization the same as a Certificate of Formation?
    Yes. Delaware uses the term “Certificate of Formation,” which serves the same purpose as Articles of Organization in other states.
  2. Do I need to list LLC members in the Delaware Certificate of Formation?
    No. Delaware does not require member names to be included, providing an additional layer of privacy.
  3. How long does it take to form an LLC in Delaware?
    Standard processing can take a few business days, but expedited options can reduce this to as little as one hour.
  4. What is the annual cost to maintain a Delaware LLC?
    You must pay a $300 annual franchise tax and renew your state business license each year.
  5. Can I act as my own registered agent in Delaware?
    Yes, if you have a physical street address in Delaware and are available during business hours to receive legal documents.

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