When filling out Delaware LLC forms, the most important step is naming the LLC. Research should be done to ensure the name that's chosen is appropriate for the business and can be found by potential clients. The entity name must have the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.” Some words are restricted, such as “attorney,” “university,” and “bank.” These require extra paperwork and a licensed individual may need to be part of the LLC, such as a lawyer or a doctor.

Some words are prohibited, as they would confuse the LLC with a state or federal agency. These include the following: 

  • Secret Service.
  • Treasury.
  • FBI.

Name Your LLC

A name search can be done on the State of Delaware's website to make sure the desired name isn't already taken. If it is available, the name can be reserved for up to 120 days by paying a fee of $75. Reservations can be done on the Delaware Division of Corporations' website. It can also be done by postal mail by printing out the Application for Reservation of Limited Liability Company Name. Even if the company doesn't plan to start the website immediately, they might want to register the domain name so others don't acquire it.

When choosing a name, a business might also want to consider what email address is available. If the name of the LLC needs to be changed later, this can be done through an Amendment to the Certificate of Formation.

Choose a Registered Agent

It's required to choose a registered agent for a Delaware LLC. This agent is a business or person who agrees to receive and send legal papers on the LLC's behalf during business hours. Some papers include state filing and service of process of legal action in case the company is sued. The registered agent is required to be a resident of the state of Delaware or a corporation that's been authorized to conduct business in Delaware. 

An individual within the company can be elected. A business entity that's been authorized to do business in the state of Delaware can also be a registered agent.

File the Certificate of Formation

To register the LLC, the Certificate of Formation will need to be filed with Delaware. This can be done by mail. The following information should be included in the Certificate of Formation: 

  • Duration of the LLC. 
  • Date the LLC was formed and the name and signature of an authorized representative of it. 
  • Delaware LLC name. 
  • Name and address of the registered agent.

The completed Certificate of Formation should be faxed or mailed to the Division of Corporations. The Certificate of Formation must indicate if a Delaware LLC is a Series LLC. This means the parts of the assets of the LLC are protected from the liabilities of other parts of an LLC.

The Division of Corporation's cover sheet and a credit card number or check must be included to pay the fee of $90. An expedited fee of $100 can be paid for filing done on the same day or $50 for filing done within 24 hours. Otherwise, the filing will take about three weeks to be registered. It's faster to file by fax instead of mailing in the forms.

Create an Operating Agreement

An operating agreement is necessary when creating an LLC in the state of Delaware. This can be a written or verbal agreement. This document is a legal agreement that outlines the operating procedures and ownership of the LLC. Operating agreements set the internal rules of the LLC. There should be well thought-out agreements to reduce the chance of member disputes down the road. The rules should be listed about membership and dissolution, as well as how losses and profits are distributed.

An operating agreement doesn't need to be filed with the Certificate of Formation. While it's not required to have an LLC operating agreement in Delaware, it is recommended. An operating agreement is essential even in a single-member LLC, as it provides a structure to make decision-making easier in the LLC. This will also improve credibility for any financial transactions and increase protection.

If you need help with Delaware LLC forms, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Stripe, and Twilio.