Form a Delaware LLC (Limited Liability Company) | InCorp

Form a Delaware LLC (Limited Liability Company)

Delaware LLC Formation Service $99!*

*Plus state fees for all 50 States and D.C. Prices may vary for USA territories.

FORM YOUR DELAWARE LLC
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LEARN MORE: WHAT IS A LLC | HOW TO START A LLC | REGISTERED AGENT | LLC BENEFITS | TAX ADVANTAGES | ABILITY TO RAISE CAPITAL | LIABILITY AND ASSET PROTECTION | ARTICLES OF ORGANIZATION | OPERATING AGREEMENT | CERTIFICATE OF ORGANIZATION | STATE FEES | FAQ

InCorp is the innovative leader in providing low-cost and top-quality services catered to forming new Corporations, Delaware Limited-Liability Companies (LLCs), or any other types of recognized business entities. We provide our services throughout the expanse of all 50 United States, as well as the District of Columbia, Puerto Rico, and the U.S. Virgin Islands.

What Is an LLC?

A Delaware Limited Liability Company or "LLC" is a distinct type of business structure that integrates various beneficial components of corporations, sole proprietorships, and partnerships into a simple, comprehensive, and flexible type of business framework that is widely used and favored amongst many small businesses.

How Can Forming a Delaware Limited Liability Company Help Your Business?

  • Easy to Manage

    The LLC structure is based on businesses having the freedom to contract. This signifies that owners only need to agree amongst themselves on how the company will operate, and this agreement can be upheld in court. With an LLC, annual board meetings, amendments, meeting minutes, and resolutions are not required by law, as is the case with corporations. Corporations that do not comply with these laws can lose the corporate structure's asset and liability protection in most states. Nevada is an exception, as the corporate veil cannot be pierced (except for fraud) if these corporate processes are not performed. Again, your unique circumstances will determine whether an LLC or a corporation is best for you.

  • Tax Advantages

    The structure of an LLC legally separates owners of the business from the business itself (similar to a corporation). Also, it can choose to be treated like a partnership for tax purposes. In this situation, an LLC would not pay taxes itself; the income would move to the owners, as with partnerships. The tax laws governing partnerships are more flexible than corporations, allowing businesses more variability and options in preparing for taxes. A company can search for creative ways to take advantage of potential tax breaks they may qualify for. Every business's situation will differ, and depending on the circumstances, either an LLC or corporation may offer the business owner more significant tax advantages.

  • Ability to Raise Capital

    When you structure your business as an LLC, adding new owners (referred to as members) to your business is a straightforward process, and there isn't any limit as to how many members can be involved. These additional investors can consist of individuals, corporations, trusts, and pension plans. None of which need to reside in the same state or even within the U.S. You can also form either an LLC or corporation in a state you don't live in; for example, you could start an LLC in business-friendly Nevada without even setting foot in the state.

  • Liability and Asset Protection

    Today's society is very "lawsuit-friendly," which is why it is of the utmost importance that you create a protective legal barrier between yourself and your creditors. As an entirely separate legal entity, your LLC will separate you from the business itself and protect you. There is no personal liability for any of the LLC's debts, including those related to contracts or torts with an LLC. To a large extent, your operating agreement can include any procedures and rules that the relevant parties agree to and once put into place. It can simply exist without the need to update or maintain it. This initial drafting of your operating agreement is essential because it needs to follow and comply with any IRS or state regulations in order for the LLC to be taxed as a partnership instead of as a corporation.

  • Co-Owner Liability

    In all U.S. states, LLC owners (members) are not typically held personally liable for another co-owner's or employee's wrongdoings. Corporations also protect this type of personal liability, while partnerships and sole proprietorships do not.

    Suppose an LLC is held responsible for negligence or wrongful actions of an employee or another owner. In that case, it can have financial assets or property taken from it due to an unfavorable judgment against it. The innocent LLC members will not be held personally liable; however, the owner or employee who perpetrated the act can be held personally responsible for their actions.

Why choose InCorp Services to form your Delaware LLC?

  • Help Prevent Corporate Identity Theft

    EntityWatch® advises you of changes to help prevent corporate identity theft. Through EntityWatch®, the innovative and proprietary technology developed first by InCorp, our information system ties into most of the state databases to give you up-to-date information on the status of your entities including the filing status, the current registered agent, officers, and directors.

  • Consolidate Expenses

    For multi-state companies, you will receive a consolidated bill for all your business entities in every state represented.

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"Excellent services, great customer services. Highly recommend them!"

Amal L.

  • Save Money

    For over 20 years we have provided top-tier service with one of the lowest prices in the industry and have only raised our prices one time (while many of our competitors raise their prices on their long-term clients yearly!) Our standard fee to Form your LLC is $99 and to serve as your Delaware registered agent is only $129 per state per year! And you can save even more when you choose multi-year registered agent service.

  • Fast Support and Service

    Over-the-counter expedited business document filing service are available for most states. Receive notification of all service of process forms in real-time and receive said service of process within 24-hours of receipt via Express Mail, facsimile, or email.

  • File Correctly with Expert Assistance

    By choosing InCorp, you will have the option to file online using our secure ordering system, or you can take advantage of the knowledge, experience, and expertise of our dedicated and professional business specialists in fulfilling your LLC formation needs. Our selection of options, innovative technologies, expansive area of service, and our commitment to producing high levels of customer satisfaction are the reasons why InCorp is the selected LLC registration and registered agent service provider for business owners across the entire nation!

  • Registered Agent Service in Delaware & Nationwide

    Delaware corporations, limited liability companies and other business entities are generally required by law to have a local Delaware registered agent in order to be in compliance. InCorp is happy to provide these services to business owners.

    Take advantage today of the legal protections provided to you by the law!

Still unsure whether to choose an LLC for your business?

With regard to the business structure, it must be selected carefully and for the proper reasons. We can help establish which option is the best fit for you and your business.

When creating a new business, it's key to understand all of the options involved while forming an LLC. By picking InCorp, you can know with certainty that our professional business specialists will provide the help you need in every step involved in registering your new business. We can ensure that you will receive a thorough understanding of the various factors in which your business structure can benefit you. Additionally, we guarantee that we will beat all of the competition's prices in incorporation services, LLC creation, and all other business services and products that we offer to our clients.

Read our Why Should I Incorporate page or Compare Entity Types page for more information.

Step by Step Guide: How to Start a Delaware LLC

A limited liability company is a business entity that provides liability protection, certain tax advantages, and a simple, user-friendly management structure. Due to LLCs' ease of operation, they are commonly preferred by small businesses. However, creating an LLC will require that you complete certain processes, which include correctly filing paperwork with the Delaware Department of Commerce. The following will serve as a step-by-step guide detailing the steps to form an LLC in Delaware.

Steps to Form a Delaware LLC

  1. Pick a Name for Your Delaware LLC
  2. Designate InCorp Services as your Registered Agent
  3. Submit LLC Articles of Organization
  4. Create an Operating Agreement
  5. Receive a Certificate from The State
  6. Acquire a Business License
  7. Obtain a Federal Tax ID Number/Employer Identification Number

1. Pick a Name for Your Delaware LLC

You will need to have a name that you can use while filing your Delaware LLC Articles of Organization, and there are certain things you will need to keep in mind in order to make sure that your name complies with the state's LLC naming requirements.

The following list contains some of the things to consider while naming your LLC:

  • Your Delaware LLC name needs to include LLC, LLC, Ltd. Liability Co., Ltd. Liability Company, or Limited Liability Company.
  • The name of your Delaware Limited Liability Company must not contain words or acronyms that could confuse it with a governmental entity, such as FDA, EPA, State Department, etc.
  • The LLC name can use the name of a city, town, or state, but it cannot include words such as "city" as it may be confused with a municipal entity.
  • Your LLC name must not be used by another Delaware LLC within the state.
  • The name of your Delaware LLC cannot include words such as Corporation, Inc., Trust, Incorporated, etc., that make it sound like a different type of business entity.
  • Including words in the LLC name such as bank, credit union, lawyer, university, etc., may require that you provide certain licensure and documentation.

2. Designate InCorp Services as your Registered Agent

Your Delaware registered agent's physical address will be publicly available through your Articles of Organization; for this reason, many business owners choose to use a registered agent service in order to keep their physical address private.

All states require that your LLC have a registered agent. A registered agent is a designated individual or legal entity that receives official legal documents, service of process in the case of a lawsuit, and notifications from the state on behalf of your LLC. A registered agent must have a physical address within the state and must be able to receive mail at all times during standard business hours.

You can designate InCorp Services as your registered agent and have the benefits and protection of a professional service provider.

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3. Submit Delaware LLC Articles of Organization

Your Articles of Organization are a public and legal document that is used to establish your LLC by laying out its basic information. You can submit your Articles of Organization online, in person, or by mail.

You will need to have the following information in order to file your Articles of Organization:

  • The business name of your Delaware LLC.
  • Your registered agent's name and physical address within Delaware.
  • The purpose and basic description of the company.
  • Management structure: Will your LLC be managed by its members or by designated managers.
  • Contact name and phone number.

Once your Articles of Organization have been approved by the state, your Delaware LLC will officially be established.

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4. Create a Delaware LLC Operating Agreement

An operating agreement that details the manner in which your LLC will conduct its business. The LLC operating agreement will help outline how your business will function and can help settle any potential disputes regarding financial matters or other issues amongst the LLC's members.

For example, your operating agreement can outline the distribution of control, responsibilities, membership duties, etc. If there is a lawsuit that arises within your LLC without this operating agreement in place, the courts will utilize state law in order to make decisions on the case, which may or may not be in the best interest of the LLC or its members.

Your Delaware LLC operating agreement can include the following details:

  • The LLC's business name, address, and main contact number.
  • Name and address of the LLC's Delaware registered agent.
  • Information regarding the LLC's Articles of Organization.
  • Why the LLC was created and what role it seeks to fill.
  • Who the LLC's various members are and what duties they are expected to perform.
  • How financial gains and losses will be divided amongst the LLC's members.
  • How the LLC will add new members.
  • How the LLC will manage departing members.
  • How the LLC will be managed.
  • Liability concerns.

5. Receive a Certificate from the State

Once your Articles of Organization have been filed and approved by the state, you will receive a Certificate of Organization that formalizes the existence of your Delaware LLC.

If your Articles of Organization were filed through the mail, you should expect to receive this certificate along with your stamped and approved Articles of Organization in the mail. If you filed your Articles of Organization online, you can access and print out your Certificate of Organization and stamped and approved Articles of Organization on the state's online database.

Once you receive this certificate, you will be able to obtain a business license, a Federal Tax ID Number/Employer Identification Number or EIN, and open an LLC bank account.

6. Acquire Local and/or Delaware Business License

A business license is a government-issued permit that will allow your LLC to conduct business legally within the governmental body's jurisdiction.

Business licenses in Delaware can be applied for through the state online or through the mail. Depending on the type of business licensing you apply for, it may require that you renew it annually and pay a fee in order to do so. Once you receive your business license, your LLC can lawfully conduct business in the state.

7. Obtain a Federal Tax ID Number/EIN and Open an LLC Bank Account

A Federal Tax ID Number or Employer Identification Number (EIN for short) functions as a social security number for your Delaware LLC.

It is assigned to you by the Internal Revenue Service and helps identify your LLC for tax filings and reporting. You can apply for a Federal Tax ID Number/Employer Identification Number through the IRS or InCorp can obtain your EIN number for you.

Once you obtain your Federal Tax ID Number/Employer Identification Number, you will be able to do the following:

  • Open a bank account on behalf of your new LLC
  • File and manage your LLC's federal and state taxes
  • Hire employees to work for your LLC

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Conclusion

Once these initial steps have been completed, you'll be ready to operate your Delaware LLC legally. An LLC can provide you legal protection so that you can safely operate your business without jeopardizing your own personal assets. Once your LLC is established, you will be able to do the following:

  • Obtain specific permits and licenses that are relevant and necessary to operate the type of business you own.
  • File your LLC's taxes on the federal and state levels.
  • Apply for business credit cards.
  • Obtain various types of insurance for your LLC.
  • Protect your intellectual property such as your LLC business name and logo with a trademark.

Delaware LLC Frequently Asked Questions

"LLC" and "Corporation" have many of the same characteristics. The most important characteristic they share is that they both offer limited liability protection to their owners. Typically, shareholders are not liable for the debts and obligations of the corporation; thus, creditors will not come knocking at the door of a shareholder to pay the debts of the corporation. In a partnership or sole proprietorship, the owner's personal assets may be used to pay debts of the business. With an LLC, the members are not personally liable for the debts and obligations of the corporation. There are many important differences between the corporation and LLC. The entities are taxed differently. An LLC is a pass-through tax entity. This means that the income to the entity is not taxed at the entity level; however, the entity does complete a tax return. The income or loss as shown on this return is "passed through" the business entity to the individual shareholders or interest holders, and is reported on their individual tax returns. With a standard corporation, the corporation is a separately taxable entity. Corporations are treated as separate legal taxable entities for income tax purposes. Therefore, corporations pay tax on their earnings. If corporate earnings are distributed to shareholders in the form of dividends, the corporation does not receive the reasonable business expense deduction, and dividend income is taxed as regular income to the shareholders. Thus, to the extent that earnings are distributed to shareholders as dividends, there is a double tax on earnings at the corporate and shareholder level.

In terms of reporting income, they are quite similar. The LLC is somewhat less restrictive than the "S" corporation. There can be any number of members, and there are few restrictions on who those members may be. They are also a relatively new entity, so there is not as great a definitive body of tax rulings on them as there is with corporations.

Getting started is easier than you think! Click here to build and price your new LLC , or call us at 1-800-2INCORP (1-800-246-2677) today to speak with one of our consultants. We will give you a free consultation with no obligation to purchase!

We can begin today and in some cases (like Nevada), have your corporation formed within 24-hours. All states differ in the turnaround time of their processing of your corporation. However, through relations with the various state offices, we strive to maintain the fastest turn-around times in the industry. Call and speak with one of our consultants to obtain the average turn-around time for any given state.

In most cases, the answer is no. In most states, InCorp assigns itself as the "incorporator" and is able to file all of the paperwork without an officer's signature. Some states require the officer's signatures on the Articles of Incorporation. In those cases, we will overnight the documents to you for your signature and have you return them to us, or use a facsimile signature to fulfill the requirement. In either case, you are not required to be present to form your corporation.

No. This is a common misconception among small-business owners, usually fostered by advice from an inexperienced accountant. Any seasoned advisor will tell you that incorporating is the first and foremost thing you should do when starting a business. Forming an LLC will not only save you taxes but it will also limit your exposure to IRS audits by separating your personal and business expenses.

The title of the document filed in many states to register a limited liability company (LLC) with the state. Also known as articles of formation.

Managers are the individuals who are responsible for the maintenance, administration and management of the affairs of a limited liability company (LLC). In most states, the managers serve a particular term and report to and serve at the discretion of the members. Specific duties of the managers may be detailed in the articles of organization or the operating agreement of the LLC. In some states, the members of an LLC may also serve as the managers.

The owner(s) of a limited liability company (LLC are the Members. Unless the articles of organization or operating agreement provide otherwise, management of an LLC is vested in the members in proportion to their ownership interest in the company.

Delaware State Fees

Entity Type
Registered Agent Change
Entity Formation State Fee
Delaware Limited Partnership
$50
$200
Delaware Limited Liability Company
$50
$110
Delaware Limited-Liability Partnership
$50
$200
Delaware Non-Profit Corporation
$5
$109
Delaware Profit Corporation
$50
$109
Delaware S-Corporation
$50
$109
Foreign Limited Partnership Qualification
$50
$200
Foreign Limited Liability Company Qualification
$50
$200
Foreign Limited-Liability Partnership Qualification
$50
$200
Foreign Non-Profit Corporation Qualification
$0
$245
Foreign Profit Corporation Qualification
$50
$245

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