LLC Company Registration in Delaware - Business Starting & Setup

Delaware is a common law state.

The Delaware General Corporation Law, which forms the basis of the Courts' opinions, is widely regarded as giving great flexibility to corporations to manage their affairs. For this reason and due to the Court of Chancery, Delaware is considered to have the most business-friendly legal system in the United States; therefore a great number of companies are incorporated in Delaware.

The principal forms of business organization in Delaware are:

• sole proprietorship;
• general partnership;
• limited partnership;
• "C" Corporation;
• Public Benefit Corporation;
• "S" Corporation;
• limited liability company;
• limited liability partnership

For offshore solutions, one of the most common structures is the <b>limited liability company</b>.

There is a range of requirements to the name of limited liability company in Delaware:

1. Shall contain the words "Limited Liability Company'' or the abbreviation "L.L.C.'' or the designation "LLC'';
2. May contain the name of a member or manager;
3. Must be such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of any corporation, partnership, limited partnership, statutory trust or limited liability company reserved, registered, formed or organized under the laws of the State of Delaware or qualified to do business or registered as a foreign corporation, foreign limited partnership, foreign statutory trust, foreign partnership, or foreign limited liability company in the State of Delaware; provided however, that a limited liability company may register under any name which is not such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of any domestic or foreign corporation, partnership, limited partnership, or statutory trust or foreign limited liability company reserved, registered, formed or organized under the laws of the State of Delaware with the written consent of the other corporation, partnership, limited partnership, statutory trust or foreign limited liability company, which written consent shall be filed with the Secretary of State;
4. May contain the following words: "Company,'' "Association,'' "Club,'' "Foundation,'' "Fund,'' "Institute,'' "Society,'' "Union,'' "Syndicate,'' "Limited'' or "Trust'' (or abbreviations of like import); and
5. Shall not contain the word "bank,'' or any variation thereof, except for the name of a bank reporting to and under the supervision of the State Bank Commissioner of this State or a subsidiary of a bank or savings association.

The following steps are required to incorporate an LLC in Delaware:

1. Obtain a registered agent: Delaware law requires that every business entity have and maintain a Registered Agent in the State of Delaware who may be either an individual resident or business entity that is authorized to do business in the State of Delaware. The registered agent must have a physical street address in Delaware. If the business is physically located in Delaware, then the business may act as its own registered agent.
2. Name reservation: The Delaware Division of Corporations allows for the reservation of an entity name. This is not a requirement in order to form your entity but will guarantee that your name is held for you for a period of 120 days. You can reserve your entity name online at Division’s web site at https://delecorp.delaware.gov/tin/EntitySearch.jsp. The fee is $75.00. Please print your confirmation page if you reserve your name online. You may also submit your reservation application in writing. The forms are available at https://delecorp.delaware.gov/tin/EntitySearch.jsp You may fax or mail in your request to the office.
3. Fill in and submit Certificate of Incorporation/Formation Forms: The entity forms are PDF fillable and can be mailed or faxed to the office of Division of Corporations. A cover sheet with your name or entity name, return address and phone number is required. The mailing address is Division of Corporations -John G. Townsend Building - 401 Federal Street - Suite 4 - Dover, DE 19901. All filing fees must be paid upon submission of your request.

Each limited liability company shall have and maintain in the State of Delaware:

1. A registered office, which may but need not be a place of its business in the State of Delaware; and
2. A registered agent for service of process on the limited liability company, having a business office identical with such registered office.

A registered agent may be:

• The limited liability company itself,
• An individual resident in the State of Delaware,
• A domestic limited liability company (other than the limited liability company itself), a domestic corporation, a domestic partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), or a domestic statutory trust, or
• A foreign corporation, a foreign partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a foreign limited liability company, or a foreign statutory trust.

The registered agent of 1 or more limited liability companies may resign and appoint a successor registered agent by paying a fee and filing a certificate with the Secretary of State stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement of each affected limited liability company ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such limited liability companies as have ratified and approved such substitution, and the successor registered agent's address, as stated in such certificate, shall become the address of each such limited liability company's registered office in the State of Delaware. The Secretary of State shall then issue a certificate that the successor registered agent has become the registered agent of the limited liability companies so ratifying and approving such change and setting out the names of such limited liability companies. Filing of such certificate of resignation shall be deemed to be an amendment of the certificate of formation of each limited liability company affected thereby, and each such limited liability company shall not be required to take any further action with respect thereto to amend its certificate of formation.

Every registered agent shall:

• If an entity, maintain a business office in the State of Delaware which is generally open, or if an individual, be generally present at a designated location in the State of Delaware, at sufficiently frequent times to accept service of process and otherwise perform the functions of a registered agent;
• If a foreign entity, be authorized to transact business in the State of Delaware;
• Accept service of process and other communications directed to the limited liability companies and foreign limited liability companies for which it serves as registered agent and forward same to the limited liability company or foreign limited liability company to which the service or communication is directed; and
• Forward to the limited liability companies and foreign limited liability companies for which it serves as registered agent the statement for the annual tax or an electronic notification of same in a form satisfactory to the Secretary of State.

LLC is required to keep in its principal place of business, which does not have to be registered office and can be any country, the following documents:

• A current list of the name and last known business, residence or mailing address of each member and manager
• A copy of any written limited liability company agreement and certificate of formation and all amendments thereto
• Copies of LLC's federal, state and local income tax returns (if any)
• A copy of any written limited liability company agreement and all amendments thereto
• Information regarding members contributions (amount of cash and/or statement of the agreed value)
• Other information regarding the status of the business and financial condition of the limited liability company.

There is no statutory requirement for an LLC to have a common seal.

The redomiciliation of companies to or from Delaware is permitted.

A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

1. At the time specified in a limited liability company agreement, but if no such time is set forth in the limited liability company agreement, then the limited liability company shall have a perpetual existence;
2. Upon the happening of events specified in a limited liability company agreement;
3. Unless otherwise provided in a limited liability company agreement, upon the affirmative vote or written consent of the members of the limited liability company or, if there is more than 1 class or group of members, then by each class or group of members, in either case, by members who own more than 2/3 of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate;
4. At any time there are no members.

Unless otherwise provided in a limited liability company agreement, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of any other event that terminates the continued membership of any member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution.

On application by or for a member or manager the Court of Chancery may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement.

Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members or, if there is more than 1 class or group of members, then by each class or group of members, in either case, by members who own more than 50 percent of the then current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate, may wind up the limited liability company's affairs; but the Court of Chancery, upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee.

Upon dissolution of a limited liability company and until the filing of a certificate of cancellation, the persons winding up the limited liability company's affairs may, in the name of, and for and on behalf of, the limited liability company, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company's business, dispose of and convey the limited liability company's property, discharge or make reasonable provision for the limited liability company's liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee.

There is no statutory requirement for a director in an LLC. LLC is managed by the members.

Management of LLC can be governed by its member(s) or by elected manager(s). If a limited liability company operating agreement states that management of the limited liability company is vested in a manager or managers, a minimum one manager is required.

Managers do not need to be members of the limited liability company. Residents of any country, individuals and legal entities may become managers of Delaware LLC. Individual managers shall be eighteen years of age or older.

There is no statutory requirement for a secretary in Delaware.

An LLC must have a minimum of one member at any time. Members may be either a natural person or a corporate entity. There are no residency requirements.

Unless otherwise provided in a limited liability company agreement, meetings of members may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on, consented to or approved by members, the members may take such action without a meeting, without prior notice and without a vote if consented to, in writing or by electronic transmission.

Beneficiaries’ details do not appear on a public profile. Generally, service providers including firms specializing in company formation, trust managers, lawyers, and accountants, keep beneficiaries’ information in strict confidentiality.

There is no minimum capital required to form a Delaware LLC.

Capital contributions to the LLC may be made either in cash, goods, services or know-how.