Delaware LLC Formation Attorneys & Lawyers for Hire
How it Works
Steven Stark
Jake Siciliano
Richard Gora
Timothy Duffy
Darryl Shaper
Frank Taboada
Ted Hight
Julia Cheng
Dolan Williams
Brooks Lindsay
Delaware LLC Formation Lawyers for Hire
Why use UpCounsel to form your LLC in Delaware?
Average experience
You always get experienced professionals and high caliber work.
Faster
Your work gets done quickly because professionals are always available.
More cost effective
We use technology to cut traditional overhead and save you thousands.
UpCounsel has been talked about in:
Why use UpCounsel to form an LLC in Delaware
Starting an LLC in Delaware with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Delaware with UpCounsel, the attorney you choose to help you will conduct a business name search for your Delaware LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Certificate of Formation have been prepared and successfully filed with the Delaware Division of Corporations, your Delaware LLC has been formed and begins its existence as a corporate entity.
Choosing a Company Name for Your LLC
One of the first steps in the process of forming your Delaware Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.
It must be distinguishable (not the same as or deceptively similar to) the name of any Delaware Limited Liability Company or foreign LLC reserved or registered and cannot contain the words "bank," "trust," "trustee,""incorporated," "inc.," corporation," or "corp.," or "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
Your LLC name may contain the name of one or more members.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Delaware Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Delaware.
Requirements for Forming a Delaware LLC
Certificate of Formation: When forming an LLC in Delaware, the Certificate of Formation must be filed with the Delaware Division of Corporations. Delaware state law requires that certain information be included in your Certificate of Formation when forming your Delaware LLC.
This information must include:
- The LLC name
- Authorized entity's name and signature
- The name and address of the initial registered agent for service of process on the LLC.
- Date when LLC effective, if other than date filed.
Additionally, a Delaware LLC formation generally requires inclusion and/or consideration of the following:
Organizers: One or more people may form a LLC, yet they do not need to be members of the LLC.
Minimum Number of LLC Organizers: One (or more).
Eligibility: An organizer may be an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.
LLC Operating Agreement: If you have an LLC with more than one member, it is highly recommended that you adopt an operating agreement for the company although it is not required. The operating agreement may also be amended and repealed as allowed by the agreement or applicable law. The Certificate of Formation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members.
Eligibility Requirements: A natural person or an entity.
Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Certificate of Formation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.
Professional Services: If you are an LLC that will provide a professional service, according to state law, you must contact the proper licensing board according to determine whether your business must meet certain requirements to operate as a professional service LLC.
Resident Agent needed for a Delaware LLC
UpCounsel attorneys can also provide your business with a registered agent in Delaware. Every Delaware LLC must have a registered agent in Delaware, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The registered agent must have a permanent address in Delaware and be authorized to do business in the state. If the LLC itself is located in Delaware, it can act as its own registered agent.
Delaware Secretary of State
Once you create an LLC in Delaware, the Delaware Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Delaware Secretary of State.
Recurring Responsibilities and Duties for Delaware LLCs
Annual Report: Each limited liability company shall provide an annual report to the Delaware Secretary of State regarding its financial condition to each of its members.
Records: Each Delaware limited liability company must keep the following records open to inspection at its office:
- A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the limited liability company set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
- If the LLC is manager-managed, you will need a current list including the full name and business or residence address of each manager.
- A copy of the Certificate of Formation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto were executed.
- Copies of the limited liability company's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years
- A copy of the LLC's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
- Copies of the limited liability company's financial statements, if any, for the six most recent fiscal years.
- The books and records of internal affairs as they relate to the limited liability company for at least the current and past four fiscal years.
Filing Fees for a Delaware LLC
Filings must be made with the Delaware Division of Corporations in which the LLC was organized, along with the appropriate state filing fee. The filing fee for the Certificate of Formation is $90. This fee can be subject to change, so make sure to keep yourself updated on the latest fee requirements on the Delaware Division of Corporations website.
Taxes for a Delaware LLC
Having an LLC in Delaware can offer certain tax advantages over having a corporation, including the availability of more tax deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Delaware as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself. However, if you file IRS Form 8832, you may elect for corporate taxation if you regularly need to keep a substantial amount of your profits in the LLC.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
State Taxes: According to state law, LLCs operating in Delaware must pay an Alternative Entity Tax every year by June 1st. Registered Agents will receive a notice in December of each year. This is an annual $250 tax paid every year to the Delaware Division of Corporations. There is a penalty for late and non-payments, and interest is accrued every month that the tax is not paid.
What Our Customers Have to Say
"UpCounsel gives me access to big-firm lawyers minus the big-firm price tag. I work with several attorneys on the platform and there are never surprises...I always receive quality legal work at competitive rates that larger firms simply cannot match."
"Every startup needs to know about UpCounsel. We found great attorneys at great prices and were able to focus our resources on improving our business instead of paying legal bills."
"Before UpCounsel it was hard for us to find the right lawyer with the right expertise for our business. UpCounsel solves those problems by being more affordable and helping us find the right lawyer in no time."
This is the most recent 20 reviews out of 251 reviews for Business Formation attorneys in Delaware
Premium Delaware Incorporation Package
"Excellent service, prompt response and excellent quality of deliverables."
Varun M
.
New York,
NY,
12 days ago
SSA with new Investor
"Matt was amazing, he went above and aboard in the project! Will definitely recommend other startups to avail of his services."
Rubaiyat F
.
Dover,
DE,
25 days ago
Form Delaware Corporation
"We're a two-man startup operating on a shoestring who have absolutely no idea what we're doing. Steven went absolutely above and beyond to clear up the process, explain the boilerplate and make a few adjustments we thought we'd need. I know he's a biglaw guy with a bunch on his plate but we really did feel like he was in-house counsel. We'll definitely be giving him a call the next time we've got some paperwork! --Campbell and John Founders, Flyp, Inc."
Campbell N
.
Miami,
FL,
about 1 month ago
Form Delaware Corporation
"Mary was a dream to work with; she got our time-sensitive project done ASAP, collaborated in a very helpful way, and was able to look around some of the corners we missed. I felt she had our best interests in mind, and would definitely recommend her for any project."
Grant M
.
Los Altos,
CA,
about 2 months ago
Restructure Corporation
"It's been great working with Alex! His contribution to our Start-Up has been invaluable."
Jonathan W
.
Wilmington,
DE,
2 months ago
Form Delaware Corporation
"When you are getting a business off the ground, a lawyer can be more than someone that drafts legal documents, they are ideally someone who you can rely on due to their knowledge and professionalism. We were fortunate to find that in Jake and look forward to further work with him in the future."
Kristopher W
.
Montgomery Village,
MD,
3 months ago
Form Delaware Corporation
"Stacy was easy to work with on my document review project. She provided good notes on the documents, along with clear next steps. I plan to work with her again in the future."
Joshua W
.
South Bend,
IN,
4 months ago
Consult on Corporate Restructure
"Michael assisted in our company filings and incorporation documents. He was responsive, professional and helpful throughout."
Carl M
.
Wilmington,
DE,
6 months ago
Form Delaware Corporation
"Great selection - Sara has been a great resource during the launch of this new company"
Chris D
.
Albuquerque,
NM,
7 months ago
Restructure Corporation
"Katie and Brent are very resourceful and professional, enjoyed dealing with them."
Mikhail B
.
Wilmington,
DE,
7 months ago
Delaware Incorporation Services
"Great, fast and reliable service!"
David G
.
Houston,
TX,
8 months ago
Form Delaware Corporation
"If you're a founder, get in touch with Grant. Grant and his team were awesome to work with. They know how to work with founders and set them up for success. I spoke to many other attorneys that do file incorporation papers, however at Enterprise Legal Studios, startups is 90% of what they do. Go with Grant."
Ehsan A
.
Cambridge,
MA,
8 months ago
Form Delaware Corporation
"Matthew has been extremely professional, knowledgable, patient and his guidance has been phenomenal. A great person to work with and will continue to do so as our company gets off the ground. His experience working with both early and later stage companies has proved to be incredibly helpful to us."
Michael W
.
Warrenville,
IL,
about 1 year ago
Form Delaware Corporation
"Eric and his team are amazing. We are a team of first-time founders and needed legal counsel that we could trust. Not only did Eric give us everything we needed to set up our company on a strong legal footing, he was also very transparent about where legal counsel could or could not add value for our company. As a very international team on a variety of visas, our incorporation was certainly more complicated than most. However, Eric and his team patiently worked through the lengthy process with us, and did so in a way that made sure our legal costs remained within our expectations and control. Finally, I cannot overstate Eric's expertise in the tech start-up space, working with his team was truly an education."
Logan G
.
Chicago,
IL,
about 1 year ago
Consult on Corporate Restructure
"I will definitely reach out to Jon again. Very helpful and always try to find out time for a call."
Sammy S
.
Austin,
TX,
about 1 year ago
Form Delaware Corporation
"Enjoyed working with Craig. He is knowledgeable and was always available to answer questions."
Girish R
.
Pleasanton,
CA,
over 1 year ago
Form Delaware Corporation
"Excellent. Effectively discussed and addressed concerns within the timeframe set."
Tomy J
.
Athens,
GA,
over 1 year ago
Form Delaware Corporation
"Great service"
Matthew J
.
Hoboken,
NJ,
over 1 year ago
Assist with Other Business Formation Matter
"Excellent choice for your legal matters."
Gjorge L
.
Middletown,
DE,
over 1 year ago
Premium Delaware Incorporation Package
"If you’re looking for an honest person, then you should be working with Geoff. He delivered on time, was really reliable, and was professional. I highly recommend him. I will continue working with him."
Dimi D
.
almost 2 years ago