Forming an LLC in Delaware

by Bethany K. Laurence, J.D.

How to form an LLC in Delaware.

"LLC" stands for limited liability company, a legal ownership structure similar to a corporation. Like a corporation, an LLC protects its owners from being personally liable for business debts. (In contrast, when you operate as a sole proprietor or a partnership, you are personally responsible for debts of the business.)

Setting up an LLC in Delaware requires 2 short steps:

1. Choose a name for your LLC.
The name of your business cannot be the same as the name of another business entity on file with the Department of State. To see if your proposed name is unique, you can search Delaware’s name database.

In Delaware your LLC name must contain the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC." The name can contain the names of members, or the words "Club," "Foundation," "Fund," "Institute," "Society," "Union," "Syndicate," or "Trust."

2. File the formation document.
In Delaware the formation document is called the Certificate of Formation. Prepare and file the Certificate of Formation with the Department of State. The Certificate of Formation should include your LLC’s name, its purpose, its address, and the name and address of your registered agent.

For help filing this document with the state of Delaware, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or Nolo’s software LLC Maker. Or, to form your LLC online right now, use our online LLC formation service.

That’s it! That’s all it takes to become an LLC in Delaware.

Operating Your LLC
Though not legally required, you should also create an LLC operating agreement that will guide the LLC owners in operating the business (much like a partnership agreement or corporate bylaws). For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or Nolo’s software LLC Maker. This document does not need to be filed with the Department of State.

To retain your LLC’s status as a separate entity, LLC members must observe certain formalities, such as keeping detailed financial records and recording minutes of major decisions. For more information, as well as minutes forms, consent forms, and over 80 resolutions, see Your Limited Liability Company: An Operating Manual, by Anthony Mancuso (Nolo).

Last updated on 11/16/07.

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