Incorporation Of Company Delaware

INCORPORATION OF LIMITED LIABILITY COMPANY IN DELAWARE
 
The law relating to Incorporation of Limited Liability Company in the state of Delaware is governed by the Delaware Corporation and Business Entity Laws Title 6, Chapter 18 "Limited Liability Company Act".
 
PROCEDURE FOR INCORPORATION OF A LIMITED LIABILITY COMPANY
 
Steps Involved In Incorporation
 
To incorporate in the state of Delaware one may follow the following steps:
  1. Checking availability of name for the entity
  2. Reserving name for the entity
  3. Registered office and registered agent
  4. Preparing certificate of formation
  5. Payment of fees
Name
 
The name of each limited liability company as set forth in its certificate of formation:
  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 from the name on such records in the office of the Secretary of State 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.
  4. May contain the following words: "Company," "Association," "Club," "Foundation," "Fund," "Institute," "Society," "Union," "Syndicate," "Limited" or "Trust" (or abbreviations of like import).
Reservation of name
 
The exclusive right to the use of a name may be reserved by:
  1. Any person intending to organize a limited liability company under this chapter and to adopt that name;
  2. Any domestic limited liability company or any foreign limited liability company registered in the State of Delaware which, in either case, proposes to change its name;
  3. Any foreign limited liability company intending to register in the State of Delaware and adopt that name; and
  4. Any person intending to organize a foreign limited liability company and intending to have it register in the State of Delaware and adopt that name.
The reservation of a specified name shall be made by filing with the Secretary of State an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant.
 
If the Secretary of State finds that the name is available for use the Secretary shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods.
 
Registered office and registered agent
 
As per the law of the State each Limited Liability Company shall have a reregistered agent and maintain reregistered office in the State of Delaware.
 
A registered office, which may but need not be a place of its business in the State of Delaware. A registered agent must be appointed for service of process on the Limited Liability Company. Such agent may be either an individual resident of the State of Delaware whose business office is identical with the limited liability company's registered office, or a domestic corporation, or a domestic limited partnership, or a domestic limited liability company, or a domestic statutory trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.
 
Certificate of formation
 
In order to form a limited liability company, one or more authorized persons must execute a certificate of formation. The certificate of formation shall be filed in the office of the Secretary of State and set forth:
  1. The name of the limited liability company;
  2. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by this title; and
  3. Any other matters the members determine to include therein.
A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's certificate of formation.
 
FOREIGN LIMITED LIABILITY COMPANY
 
"Foreign limited liability company" means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction and denominated as such under the laws of such state or foreign country or other foreign jurisdiction.
 
Registration of Foreign Limited Liability Company
 
Before doing business in the State of Delaware, a foreign limited liability company shall register with the Secretary of State. In order to register, a foreign limited liability company shall submit to the Secretary of State:
 
A copy executed by an authorized person of an application for registration along with the requisite fee as a foreign limited liability company, setting forth:
  1. The name of the foreign limited liability company and, if different, the name under which it proposes to register and do business in the State of Delaware;
  2. The state, territory, possession or other jurisdiction or country where formed, the date of its formation and a statement from an authorized person that, as of the date of filing, the foreign limited liability company validly exists as a limited liability company under the laws of the jurisdiction of its formation;
  3. The nature of the business or purposes to be conducted or promoted in the State of Delaware;
  4. The address of the registered office and the name and address of the registered agent for service of process
  5. A statement that the Secretary of State is appointed the agent of the foreign limited liability company for service of process.
  6. The date on which the foreign limited liability company first did, or intends to do, business in the State of Delaware.
Issuance of Registration
 
If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary shall:
  1. Certify that the application has been filed by endorsing upon the original application the word "Filed", and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud;
  2. File and index the endorsed application.
  3. The Secretary of State shall prepare and return to the person who filed the application or the person's representative a copy of the original signed application, similarly endorsed, and shall certify such copy as a true copy of the original signed application.
Name, registered office and the Registered agent
 
A foreign limited liability company may register with the Secretary of State under any name (whether or not it is the name under which it is registered in the jurisdiction of its formation) that includes the words "Limited Liability Company" or the abbreviation "L.L.C." or the designation "LLC" and that could be registered by a domestic limited liability company.
 
Each foreign 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.
  2. A registered agent for service of process on the foreign limited liability company, which agent may be either an individual resident of the State of Delaware whose business office is identical with the foreign limited liability company's registered office, or a domestic corporation, or a domestic limited partnership, or a domestic limited liability company, or a domestic statutory trust, or a foreign corporation, or a foreign limited partnership, or
  3. A foreign limited liability company authorized to do business in the State of Delaware having a business office identical with such registered office, which is generally open during normal business hours to accept service of process and otherwise perform the functions of a registered agent.
FEES
Certificate type State tax and filing fees in USD Certified
Copy (each)
in USD
Same Day
Fee in USD
24-Hour Fee in USD
Certificate of formation- Domestic 90   30   100   50
Certificate of formation- Foreign 100


Certificate of Good Standings 125   -   -   $80
Record Searches $30.00 (per entity)   -     $40.00 $30.00
Name Reservation for 120 days $75.00  


Priority 1 (1-Hour) Service is available at a cost of $1000 and
Priority 2 (2-Hour) Service is available at a cost of $500.
 
ADDRESS
 
OFFICE OF THE SECRETARY OF STATE OF DELAWARE
401 Federal St., Suite 3
Dover, DE 19901