. A Limited Liability Company is one of the more recent and most flexible business structures available in Delaware. Formed by filing a Certificate of Formation with the Delaware Secretary of State, a Limited Liability Company is a separate legal entity having the power to conduct business, acquire, hold and dispose of property, and sue or be sued in its own name. A Limited Liability Company may have as few as one member. We have considerable experience with the process of forming LLC's, and with Delaware requirements in particular. As a result of our significant involvement with LLC formations, we can help make your business a quickly, efficiently, and at a very fair price.
Every state LLC law requires that you identify your business as an LLC in the firm name. Use abbreviations like L.L.C., LLC, LC or the phrase "Limited Liability Company" after the firm name. Whatever LLC identifier you choose, you must include it whenever and wherever you use your firm name. The LLC identifier must be on items such as signs, stationery and advertising material. Identify your business as an LLC to provide notice of your business' status to all persons who deal, or may deal, with your business. Presumably, such persons then know that recourse against LLC members is limited. If you have an idea for a business, we can also assist you in start-up your new business directly in the USA from the ground up. In the USA, you must register your business, which we can do for you. Let us know how we can help.
Choose one of the following packages (or choose the appropriate link on the left-side of the page) that will best serve you:
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Delaware LLC Incorporation. Form a Delaware Corporation or LLC. Incorporate LLC in Delaware. Delaware offshore companies, tax free Limited Liability Company (LLC), offshore corporate banking. Professional offshore services provider specializing in setting-up DE LLC. Form a Delaware corporation or LLC quickly and at low cost online through Coddan Delaware Agents. Delaware LLC service specializing in Delaware LLC and registered agent services to businesses looking to form LLCs in Delaware.
Forming a Delaware LLC reflects a business planning process by entrepreneurs which results in your creating a legal presence within the state of Delaware, accordingly attracting both the privileges as well as the responsibilities of llc formation. Delaware is recognized both nationally and internationally as the center for corporate incorporation services, accordingly has developed an extraordinary legal and professional services community to assist you in your Delaware LLC formation needs.
A Delaware LLC meets a necessary statutory condition that requires that business developers establish a legal presence in the state by way of your LLC. By meeting this standard, your Delaware LLC qualifies for the legal protections offered by the state of Delaware, which separate out the personal assets of your members from the potential future liabilities of your LLC in respect of its creditors taking litigation steps to prosecute a claim against your Delaware LLC. Your Delaware LLC corporate veil cannot be pierced by outside claims against your members' assets, unless an instance of fraud has been proven. Another major benefit of your Delaware LLC is that you can now treat qualifying costs and expenses as corporate deductibles, along with depreciating or writing off qualifying assets of your Delaware LLC as permitted by state and federal law.
Another benefit is that your Delaware LLC is unrestricted in terms of its authority to raise private capital through qualified private placement financing, similar to a C corporation, where an unlimited number of investor members can be brought into your LLC. Similarly, your Delaware LLC can establish credit and banking facilities just like other corporate forms such as C corporation or Subchapter S corporations. Form an LLC in Delaware today. Limited liability companies in Delaware are our specialty. Quickly, easily, and affordably create yours now!
To incorporate in Delaware this package price includes (most popular for USA residents): Search name availability for your LLC in Delaware Includes one-time filing fee in Delaware and our one-time service fee Preparation and Filing of the Certificate of Formation State of Delaware formation within 24 hours of receipt of order with payment A recorded copy of the Certificate of Formation within 5-7 business days of filing The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service): Original Certificate of LLC Formation The following documents will be e-mailed, which you need to print and sign: 20 page Delaware LLC Operating Agreement ready-for-signature by email (MS Word) Minutes or Consents Documentation of Organizational Meeting (MS Word) Federal Tax ID Number Form (PDF)
Classic Package
£ 175.00
Renewal fees from £233
To register in Delaware this package price includes (most popular for USA and EU residents): Search name availability for your LLC in Delaware Includes one-time filing fee in Delaware and our one-time service fee Preparation and Filing of the Certificate of Formation State of Delaware formation within 24 hours of receipt of order with payment A recorded copy of the Certificate of Formation within 5-7 business days of filing Delaware Resident Agent for 12 months Registered Address in the State of Delaware for 12 months The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service): Original Certificate of LLC Formation The following documents will be e-mailed, which you need to print and sign: 20 page Delaware LLC Operating Agreement ready-for-signature by email (MS Word) Minutes or Consents Documentation of Organizational Meeting (MS Word) Federal Tax ID Number Form (PDF)
Deluxe Package
£ 315.00
Renewal fees from £373
To register in Delaware this package price includes (most popular for overseas residents): Search name availability for your LLC in Delaware Includes one-time filing fee in Delaware and our one-time service fee Preparation and Filing of the Certificate of Formation State of Delaware formation within 24 hours of receipt of order with payment A recorded copy of the Certificate of Formation within 5-7 business days of filing Delaware Resident Agent for 12 months Registered Address in the State of Delaware for 12 months Nominee LLC Member (Manager) for 12 months The following documents will be posted to you (Note: these documents are sent to you through TNT Express Mail Service, and are to be completed upon arrival): Original Certificate of LLC Formation 20 page Delaware LLC Operating Agreement signed by nominee Minutes or Consents Documentation of Organizational Meeting signed by nominee Pre-signed, undated resignation letter from Nominee Member General Power of Attorney signed by Nominee An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees Federal Tax ID Number Form (PDF)
Forming an LLC: Legal Requirements
LLC subscribers may be residents outside the U.S.A. A LLC may be organized by one person. The organizer need not be a natural person, nor a member. You must appoint a minimum of 1 member. Members can be corporate bodies or private individuals. An LLC member can be of any nationality. The LLC owners are called members. An LLC can have an unlimited number of members (owners). While the Delaware Act permits a Delaware LLC to be managed by its members, it does not require members to be managers. A limited liability company may be either member-managed or manager- managed. The members direct the management of the LLC unless a manager is named. Most states require that an LLC have a Registered Agent who maintains a registered office within the state of formation. All LLCs incorporated in the State of Delaware are required to file an Annual Franchise Tax Report and to pay a franchise tax. The income of a limited liability company passes through to its members, who report the income on their personal tax returns. LLCs are allowed to have subsidiaries without restriction.
DELAWARE LLC FORMATIONS. LLC INCORPORATION IN DELAWARE. FORMING AN LLC IN DELAWARE
Delaware is the preferred location for incorporation, limited liability company formation, passive investment companies, business trusts, bankruptcy remote and special purpose entities, and common law trusts. Delaware's business friendly climate, favorable tax laws and legal precedent overseen by the Delaware Court of Chancery, all combine to make Delaware the jurisdiction of choice for many businesses. To take advantage of this opportunity, Coddan provides formation, registered agent and compliance services for all entity types. Our affiliates offer a full range of nexus services to maintain passive investment companies, along with independent director/manager and trustee services for special purpose entities and business trusts. This makes us uniquely situated to provide all the advantages of Delaware through an integrated network of professional providers.
For clients that prefer the advantages of Nevada, Florida, Colorado, California, Texas, Louisiana, Illinois, New York, Washington, Wyoming, etc., our affiliate offices can provide many of these same services. You May Use This Link to Check Out Our Low Cost Incorporation Prices We Can Incorporate Your Business in Any of the 50 States |
Your LLC is considered organized once the original signed Certificate of Formation is delivered to the Delaware Department of State, and the articles are deemed to be compliance with state requirements. The document must be executed by 1 or more authorized persons. Any person, including an attorney in fact, may sign the certificate of formation unless otherwise provided in the LLC company agreement (operating agreement). Eligibility: An organizer may be a natural person, partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity, in each case, whether domestic or foreign, and a limited liability company or foreign limited liability company. If you consider using holding and operating companies in a multiple-entity business structure, the Delaware LLC statute provides for incomparable flexibility and simplicity in operating LLCs. It clearly allows for the establishment of different classes of interests, including voting and nonvoting interests.
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An LLC file Articles of Organization with the state rather than Articles of Incorporation. Additionally LLCs generally utilize an operating or management agreement to set forth the details on how the organization is to be managed, rather than bylaws. Each state publishes the fee structure for LLC formation on the web site of the Secretary of State of each state. Don't know which type of Entity to form? Call one of our specialists for a FREE CONSULTATION today! Call 0-207-637-3802 or you can chat with one of our reps live online.
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It also allows a single LLC to house multiple separate entities. Thus, the holding entity and each operating entity can be formed within a single LLC. Each unit can have separate owners and its own classes of ownership interests. Each unit can own its own assets and incur its own liabilities. Each unit should have its own accounting system, which could simply consist of separate files within a single accounting system. Importantly, the recordkeeping must be done as if each entity were organized as a separate LLC. An LLC's daily business operations are conducted either by the LLC members themselves or by designated "managers" (who may also be LLC members). An LLC member may also be a "manager". The LLC "operating agreement", a document separate and apart from the "articles of organization" controls the relations between managers and members should members be appointed. If no managers are appointed, then the LLC members, as a whole, must make and approve of all operational details of the LLC. Incorporate in Delaware Online: Free Name Check For Your Delaware LLC or Corporation |
There are a few additional steps associated with setting up an LLC - the remaining items in this section cover the legal formalities necessary to perfect the organization of your LLC. The first one we'll turn to is selecting an assumed or fictitious business name for your LLC. Many LLCs will operate under their formal LLC name - the name they put in their articles of organization. For example, a computer repair shop files its articles under the name Fix Me LLC and also does business under that name. In that case, the LLC doesn't have to file its business name anywhere. But some LLC owners like to operate their LLC under a name that's different from the formal name of their LLC listed in their articles of organization. If you have questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318. Compare Prices of Various Forms of CompaniesDelaware Corporations and LLCs Registration Packages & Costs |
Fortunately you'll usually have no problem operating your business under a different name than the one you used to organize your LLC. To do this, most states simply require your LLC to file a "fictitious" or "assumed" business name statement and pay a small fee (in legal slang this name is often called a "DBA" - short for "doing business as"). The purpose of this filing is to allow vendors, creditors and customers who encounter your fictitious name to track down the real owners of your business. You normally file this paperwork with the Secretary of State's office or the local county clerk's office. In some states, both a state and county filing are required.
Some states also require you to publish your intention to use a fictitious name in a local newspaper one or more times. Newspapers with legal notice classified sections will perform the required publications for you for a modest fee and will file an affidavit of publication with the state or local county clerk. Calling a local newspaper is generally the easiest way to discover whether your state requires the publication of a fictitious or assumed name statement and how to satisfy any related state requirements.
It's a good idea to document all important business decisions that require member or manager approval. Although LLCs are specifically empowered by many state statutes to conduct their affairs with less formality than corporations, it is nevertheless wise to document and record your major business decisions. In a worst-case scenario, if an LLC keeps few or no records, a court might disregard the LLC's legal existence and hold its members personally liable for business debts. This is more likely to occur if the LLC is used as a device to defraud others or treat them very unfairly.) But an even more important reason to document key LLC decisions is to plan ahead to reduce the possibility of controversy and dissension among LLC members. Believe me, even in the ranks of a small LLC where all of the members are friends, this is likely to occur if key decisions are not recorded. Lastly, formally documenting key LLC actions is a good way to keep any members who are not involved in the day-today management of your LLC fully informed of major LLC decisions.
All our Delaware LLCs are general trading companies which include search name availability for your Delaware LLC. Preparation and filing of Certificate of Formation with state office. Our incorporation service and State filing fees. Certified Copy of the Certificate of Formation. Delaware Resident Agent for 12 months. Registered Address in the State of Delaware for 12 months. Delivery Certified Copy of the Certificate of Formation is delivered as hard copy by post. The following documents will be delivered via E-Mail: a professionally-prepared 20 page Delaware LLC Operating Agreement ready-for-signature (Word. format). Minutes or Consents Documentation of Organizational Meeting. It will take just 5 minutes to complete the online form for Formation of an LLC and you might get the company set up within 24-48 hours.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. Nominee LLC Member service for 12 months - £140.00 2. Nominee Operating Manger service for 12 months - £94.00 3. Non-Standard Certificate of Formation (4-5 pages) - £60.00 4. Employer Identification Number (EIN) - £40.00 5. Domain Name Registration (.com or .us) for two years - £30.00 6. 888, 877, or 866 toll-free telephone numbers - £50.00 7. Apostilled Certificate of Good Standing - £125.00 8. Apostilled Certificate of Formation - £110.00 9.Corporate Kit (seal is included) - £38.00
Many of these decisions are made at LLC meetings - either an annual meeting (if you provide for one) or a special meeting called by the members during the year. After each meeting, minutes that state the business discussed and approved at the meeting should be prepared in plain English, not legalese. Then a copy of the minutes should be placed, together with any notices of the meeting and documents or reports presented at the meeting, in the LLC records binder.
Many one- and two-person LLCs will not want to hold a meeting every time they have to make a major LLC decision. No question, holding a meeting with yourself is a bit silly. But even when meetings aren't helpful, it makes sense to keep good records of important decisions. That's why most states specifically allow LLC members to record important decisions on what are called consent forms - the member or members simply write down the important decision and sign at the bottom to show their consent.
Most states require an LLC to file a short annual report form with the same state filing office where your articles of organization were filed - typically the Secretary or Department of State's office, in the state capital.
Annual report forms are printed and supplied by the LLC filing office and are mailed out to LLCs annually. These forms typically require basic biographical information, such as the names and addresses of current LLC members and/or managers and the name and address of the LLC's registered agent and office for service of legal process. In some states, you can leave items blank if there is no change in the information from the previous annual report filing. Your LLC will need to obtain a federal employer identification number (FEIN) using IRS Form SS-4 and to register as an employer in your state. For salaried workers, your LLC must withhold, report and pay: federal and, if applicable, state income taxes, federal employment taxes (unemployment, Social Security and Medicare taxes), and state payroll taxes (state unemployment, disability and workers' compensation insurance). LLC members who receive a share of LLC profits are not legally treated as employees unless they also receive a guaranteed salary or other guaranteed compensation, such as interest payments. If LLC owners simply share in LLC profits without receiving any guaranteed payments, the LLC will still have to file for a federal employer identification number, but it won't have to pay employment and payroll taxes. Ask your tax advisor if you have questions. We Have Available Delaware Corporations and Limited Liability CompaniesList of Delaware Ready-Made LLCs for Sale |
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
DELAWARE LLC FORMATION REQUIREMENTS. SUMMARY OF OUR SERVICE
A Limited Liability Company is one of the more recent and most flexible business structures available in Delaware. Formed by filing a Certificate of Formation with the Delaware Secretary of State, a Limited Liability Company is a separate legal entity having the power to conduct business, acquire, hold and dispose of property, and sue or be sued in its own name. A Limited Liability Company may have as few as one member.
Management may be by the members or by selected managers who may or may not be members themselves. As with limited partnerships, the relation among members and the management structure are typically set forth in a written Limited Liability Company agreement. A Limited Liability Company agreement may provide for various classes of members and managers and their respective rights, powers and duties and it may also set forth the manner of allocation of profits and losses of a Limited Liability Company to its members. Principal attributes of a Limited Liability Company include: (i) any member or manager may bind a Limited Liability Company, (ii) except in certain limited situations, no member or manager is personally liable for the debts or obligations of a Limited Liability Company, and (iii) perpetual existence. The foregoing may be changed by express provision in the Limited Liability Company agreement. Delaware LLC Formation Package - £99.00! Delaware LLC Formation Packages & Costs | (Price Includes Standard State Filing Fee)
We have considerable experience with the process of forming LLC's, and with Delaware requirements in particular. As a result of our significant involvement with LLC formations, we can help make your business a quickly, efficiently, and at a very fair price. All you need to do is provide us with the basic information about your company, confirm its accuracy, and our "wizard" will do the rest - incorporating all of your information directly into a Delaware Certificate of Formation and an Operating Agreement that will cover all of your essential company information including ownership, profit and loss allocation, and the management of your business.
Once you have printed the documents, all that is left to do is sign and file them according to the directions that we provide for you. We can assist with the provision or location of an independent nominee member to work with your company to meet due diligence and other LLC governance needs.
As society grows more complex, demands on business expand. State and federal laws and regulations affecting business multiply, giving rise to ever increasing risks of liability and loss unrelated to the economic performance of a business. The legal form in which a business operates has become more crucial than ever.
The choice of entity has itself grown more complex. Principal choices now include: sole proprietorship; general partnership; limited liability partnership; limited partnership; limited liability limited partnership; Limited Liability Company; business trust; stock corporation; membership corporation; Subchapter S corporation; close corporation; and professional corporation. Each has its advantages and disadvantages. Each is designed to address certain business problems.
Whether starting a new business, expanding an existing business, or pursuing a strategic alliance or joint venture, selection of the proper form in which to conduct business can contribute significantly to achieving the goals of the enterprise. It can also minimize conflict among participants and reduce or eliminate risk of personal liability. An informed choice of entity is a part of prudent business planning. To assist such planning, in the following pages we briefly describe the principal forms of business entities. These descriptions are not a substitute, of course, for consultation with your business advisers. Rather, they are intended to provide information that will assist you in working with your business advisers to select the type of entity that best meets your needs. The Limited Liability Company (LLC) is a legal entity separate and distinct from the personal affairs and other business involvements of its owners (called "members"). A LLC has some characteristics similar to those of a limited partnership, some corporation like characteristics, and still other characteristics unique to the LLC form of business organization.
Forming a Limited Liability Company is accomplished by a central filing of articles of organization with the appropriate state agency. Once the filing takes place, the LLC springs into existence and very little maintenance filing is needed later. The steps necessary to file the articles of organization and create an LLC are quite simple. Of course, the most important part of the process is to include the proper information in the articles of organization. As a separate legal entity, LLC finances and records are established and maintained independently of the members' personal financial arrangements and other business involvements. As is typical of similar legal entities, this separation of finances and records makes it easier to prepare reliable financial analyses of the business unit. If you are considering organizing a LLC that will own and operate part or all of your business activities, you should secure both legal and tax advice specific to your circumstances, the outcomes you want to attain, and the actions you are considering. Do not make decisions without receiving skilled professional advice.
We specialize in fast; attorney managed low-cost Delaware Incorporation (Profit or Non-Profit), Limited Liability Company, Limited Liability Partnership and Limited Partnership, registered agent professional services. Coddan can help you with a LLC formation services or most other common legal procedures without the expense of an attorney. In addition, LLC formation is more flexible and requires less on-going paperwork than an "S" corporation. By choosing to use Coddan as your registered agent, you are ensured that all official state documents and service of process will be promptly forwarded to your business. You will also receive continued support with your questions regarding our services.
WHERE TO FORM AN LLC?
In most states, an LLC's Articles of Organization (Certificate of Formation) must be filed with the Secretary of State. Often, a separate corporate division exits within the Secretary of State that handles LLC filings. When the Articles of Organization are ready to be filed, go to the necessary office with your completed Articles of organization, hand them to the clerk and ask that they be filed. Some states require copies to be filed along with the original. It is a good idea to ask for a file-stamped copy for your records.
Over 50% of all companies on the NY Stock Exchange are Delaware corporations. Delaware has a long heritage as a business-friendly state and may be a good choice if you intend to take your company public and offer publicly traded stock. Delaware has many other advantages, including low incorporation fees, low annual franchise taxes, and no state corporate income tax for corporations that operate outside of Delaware. Furthermore, Delaware maintains a separate court system for business, called the "Court of Chancery". This Court is known for its well-established record of decisions and speed at which it handles disputes. So instead of spending your valuable time in court, you can spend it running your business.
Be aware, however, that if you incorporate in Delaware while your business is located outside of Delaware, you may need to qualify to do business in your home jurisdiction. This may require an extra step and an additional fee to your home state. Coddan can assist you with incorporating or forming your LLC in Delaware and qualifying that corporation or LLC in any state you choose.
Many companies conduct business throughout the US and abroad. A company having business locations in multiple states will typically incorporate or form an LLC in a single state, then "qualify to do business" in the other states. This means they formally register in these other states, paying additional franchise taxes and filing annual reports, as required. We can assist you in qualifying your corporation or LLC in any state you choose.
WHO MAY FILE AN LLC?
No states require that the creator of an LLC have any specific professional credentials, such as a license to practice law. Typically, there is no requirement that the creator of the LLC personally appear to file the articles of organization. The filing may be done by anyone.
LLC NAME AND IDENTIFICATION
Every state LLC law requires that you identify your business as an LLC in the firm name. Use abbreviations like L.L.C., LLC, LC or the phrase "Limited Liability Company" after the firm name. Whatever LLC identifier you choose, you must include it whenever and wherever you use your firm name. The LLC identifier must be on items such as signs, stationery and advertising material. Identify your business as an LLC to provide notice of your business' status to all persons who deal, or may deal, with your business. Presumably, such persons then know that recourse against LLC members is limited.
In some states, if you do not properly identify your LLC, managers and members may become liable for damages caused by the failure to properly identify the LLC. Some states require LLCs to get name approval and register the LLC name. If that is the case in your state of formation, you may be able to obtain forms for name registration purposes from the secretary of state. You may not use an LLC name that is deceptively similar to another business's name. However, in some states you may use an LLC name that is similar to the name of another business if you get the consent of that business.
OTHER POTENTIAL REQUIREMENTS
Typically, the filing of articles of organization and payment of a filing fee is enough to form an LLC. In some states,
Incorporate in USA
Delaware LLC Formation Services
£ 100.00
To incorporate in Delaware this package price includes (most popular for USA residents):
Search name availability for your LLC in Delaware
+44 (0) 289.099.8744
| (Price Includes Standard State Filing Fee)