Prior to filing a corporation or LLC in the State of Delaware, you may want to check if the corporate name is available on the Delaware Secretary of State’s website. Below are a few guidelines that the Division of Corporations follows that you should be aware of when giving a title to your Delaware business entity and searching company names:
1. When checking the name on the Division of Corporation’s website, the corporate ending should be dropped. A name can be considered in conflict with another entity type if the root is identical; whether the conflicting name is an LLC, corporation, LP, GP, LLP, Statutory Trust or any other entity on record.
2. If the desired filing name is already in existence, the conflicting company may be asked for a “consent to use” name letter signed by an officer or manager of the conflicting entity on its letterhead.
3. If there is a desired name for a future filing, a reservation of name request can be submitted to the Delaware Secretary of State. The fee is $75 and runs for a period of 120 days. If the reserved name is filed within the 120 day period, a copy of the name reservation receipt will also need to be submitted for confirmation.
4. If a desired name is not available, adding a letter, number or word should make the modified name available.
5. If the name is available but a void or dissolved company formerly used the same name, it may be wise to reconsider and avoid using the same name. This avoids problems created by the other business claiming ownership of the name and/or starting to use it in commerce again.
6. If the word “Bank” or “Trust” is in the name, the Delaware Division of Corporations will require the approval of the Delaware Bank Commissioner by completing a form. This will delay the filing since the Division of Corporations does not control the Bank Commissioner. The Bank Commissioner rarely grants this permission unless the company is approved as a true banking institution.
7. The following are a few of the most common corporate endings for each type of entity:
- Corporation – Inc., Corp., Limited, Ltd., Incorporated, Co., Corporation, Association
- LLC – LLC, L.L.C., Limited Liability Company
- LP – LP, L.P., Limited Partnership
- Non-Profit Corporation – Fund, Foundation, Club, Institute (the names for Corporations above are also common for a Non-Profit Corporation).
Filings placed by Delaware formation agents, such as IncNow, are automatically entered as a Priority 6 filing by the Division of Corporations for no additional cost by default. For Priority 6, the normal turnaround time for filing a new entity in the State of Delaware is typically 2-3 business days. If you file the name personally, it could take 10 business days or more depending on the State of Delaware backlog for routine Priority 7 filings, which is the slowest filing priority assigned to non-agent filings. To avoid the backlog, an expedited choice of filing is available (Priority 4 (24 hour), Priority 3 (same-day), Priority 2 (2-hour), and Priority 1 (1-hour)) and pay the additional expedite fees from $100 to $1,500.
Additionally, even agent filings in December tend to take about 2-3 weeks to receive approval from the State of Delaware due to the heavy volume of filings. Therefore, expedite fees should be considered in December to reduce the turnaround time to one day. This is because of the flood of formations before the year-end.