Start an LLC in Delaware

Generally speaking, it takes between 2-3 weeks to form your Delaware LLC if you file online. This is pushed up slightly to 3-4 weeks if you file via paper form.

If all LLC owners (called members) take part in running the day-to-day operations, it’s a member-managed LLC.

If the LLC members don’t want to run the business themselves, they can hire a manager. LLC managers can sign contracts and recruit/fire staff, among other things. This is a manager-managed LLC.

If you find you want to add a member or change members, you can do so by consulting the other LLC members and, if you’re in agreement, updating the LLC’s operating agreement.

LLCs are taxed as pass-through entities by default in Delaware. This means that your share of the LLC’s profits will pass through to your personal tax return—and you’ll likely be able to claim the Qualified Business Income (QBI) deduction. Profits earned by an LLC are subject to the federal self-employment tax rate (15.3%).

You can get a DBA in Delaware by submitting a Registration of Trade, Business, and Fictitious Name Certificate with the county in which you do business. There’s a $25 filing fee (per county).

Delaware does allow series LLCs. A Delaware Series LLC is a business entity made up of one parent company and at least one child company. Each LLC is an entity in its own right, with its own funding and limited liability. This is helpful for businesses that need protection for several different assets, like real estate companies.

There are two types in Delaware: a Protected Series LLC and a Registered Series.

• You can start a Protected Delaware Series LLC by filing the same paperwork (the Certificate of Formation) with the Division of Corporation. The only extra step is including a Notice of Limitation on Liabilities Clause. From there, you add child LLCs by amending your operating agreement.
• You can start a Registered Delaware Series LLC by first starting a Protected Delaware Series LLC. (Same paperwork, same fees.) Then you will file the Certificate of Registered Series. This costs an additional $110 filing fee.

A Protected Series LLC is cheaper because there is only one formation fee and one annual franchise tax. With Registered Series LLCs, you must pay formation fees and a $100 annual fee per business.

However, Registered Series have the option to receive a Certificate of Good Standing alongside the Certificate of Formation, which is crucial if an individual Series LLC wants to apply for a loan.

Yes, you can form a Delaware LLC even if you live elsewhere. The only requirement is that your registered agent has a local Delaware address.

You can also move an existing LLC to Delaware. There are several different ways to do this. You can:

• Dissolve the LLC and and set up a brand new LLC in DE.
• Keep the LLC in its current domicile and register as a foreign LLC in DE.
• Transfer the LLC’ registration to DE by completing the domestication process.

Yes. It is possible to convert a Delaware Corporation into an LLC. The process can be complicated, but once your corporation has taken the right steps with the board of directors and shareholders, you’ll submit the required formation documents and pay the $290 filing fee.

Registered agent names and addresses are public information. So if you appoint yourself as registered agent, your address will be visible on the Delaware Corporate Name Search, where it can end up in the hands of data brokers and scam artists. This is why using a registered agent service is often the smarter choice.

When Northwest is your registered agent, you never have to worry about us being late to the game. We scan and upload all legal mail to our clients’ accounts the same day we receive it.

Your registered agent is a key part of your business identity. As your registered agent, we’ll provide a free business address you can use to protect your privacy and project a professional image.