Forming and Organizing an LLC (DE)

by Practical Law Corporate & Securities

A Practice Note providing guidance on the key considerations and procedural steps for forming a limited liability company (LLC) in Delaware. This resource addresses the entire lifecycle of LLC formation, from initial strategic decisions to post-formation matters. It covers preliminary matters such as choosing the appropriate entity type and selecting the state of formation. This Practice Note also explains the requirements under Delaware law for naming the LLC, maintaining a registered office, and preparing and filing the certificate of formation. It further addresses the contents of an LLC agreement and different management structures, and also discusses post-formation activities, such as obtaining a taxpayer identification number and handling foreign qualifications. The guidance also touches upon special types of entities like Series LLCs and Statutory Public Benefit LLCs, along with key tax, employee, and capital-raising considerations, providing a foundational overview for organizers and their counsel.