Delaware Limited Liability Company Act – Company Law

The Delaware Limited Liability Company Act is the primary legislation that regulates registration and operation of companies in Delaware. You will find below the key extracts from the Delaware Limited Liability Company Act act along with the full act.

Company Name

The name of each limited liability company as set forth in its certificate of formation:

• Shall contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or the designation “LLC”;
• May contain the name of a member or manager;
• 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
• May contain the following words: “Company,” “Association,” “Club,” “Foundation,” “Fund,” “Institute,” “Society,” “Union,” “Syndicate,” “Limited” or “Trust” (or abbreviations of like import).

Certificate of Formation (Articles of Association)

In order to form a limited liability company, 1 or more authorised 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:

• The name of the limited liability company
• The address of the registered office and the name and address of the registered agent
• 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 if, in either case, there has been substantial compliance with the requirements of this section. 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.

The filing of the certificate of formation in the office of the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title.

Registered Office and Registered Agent

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

• A registered office, which may but need not be a place of its business in the State of Delaware; and
• A registered agent for service of process on the limited liability company, which 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 authorised 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, or the limited liability company itself.

Directors

In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of:

• The formation of the limited liability company; or
• The time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when the person’s admission is reflected in the records of the limited liability company.

Company Restoration

A domestic limited liability company whose certificate of formation has been cancelled may be revived by filing in the office of the Secretary of State a certificate of revival accompanied by the payment of the fee and payment of the annual tax and all penalties and interest thereon for each year for which such domestic limited liability company neglected, refused or failed to pay such annual tax, including each year between the cancellation of its certificate of formation and its revival.