Q&A Content

What are the annual costs to keep a Delaware LLC in Good Standing?

There are two costs to maintain the good standing of a Delaware LLC. The first is Delaware franchise tax, which is a flat $300 fee due to the Delaware Secretary of State Division of Corporations by June 1st starting the calendar year after the LLC is formed and for every year thereafter.

The second fee is the registered agent fee provided the LLC named a commercial registered agent, for example Agents and Corporations, Inc., also known as IncNow.

Absent a Commercial Registered Agent, if you have an office address in Delaware (not a PO box or mail forwarding box) or a residential address in Delaware, you are permitted by Delaware to list this address as the registered agent address at the time of filing, in which case there is no registered agent fee to pay.

A registered agent, whether a residential address or a Commercial Registered Agent, like IncNow, must be available during normal business hours to receive and forward legal service of process and state notices. Occasionally companies receive default judgments against them because they listed a residential address as registered agent where no one is present during business hours to receive legal notices. Registering your own name and address as registered agent often results in unwanted solicitation calls and spam mail. Using a commercial registered agent may help keep your company in good standing and be a resource for you when you have questions.

Of course you must also pay income taxes to Federal, State and local authorities. You must also pay to maintain appropriate business licenses.

What is the best business entity to form?

We recommend the LLC, especially if you are uncertain whether a corporation is right for you.

An LLC is suitable for almost any business purpose and is administratively easier to manage compared to a corporation. An LLC is governed by its internal operating agreement. A corporation has more statutory requirements that cannot be modified or waived by an internal agreement. An LLC has just as much and arguably more asset protection than a corporation.

What is the website "incnow.com/Delaware"?

IncNow (Agents and Corporations, Inc.) has teamed up with Global Delaware, an initiative of the Delaware Secretary of State, and the Delaware Division of Libraries to create incnow.com/Delaware, a simple and affordable solution for Delaware-based entrepreneurs looking for help forming their business and keeping their business in good standing.

This is the first time that online business registration has been made available directly by the State, and we are pleased to partner with Delaware to give local entrepreneurs a new way to form and manage their companies.

Through incnow.com/Delaware, IncNow’s team of incorporation specialists can answer questions and provide support online, providing a quick, easy and affordable way for businesses in Delaware to form entities, obtain business licenses, and keep their companies in good standing.

If you are a business that will be headquartered outside Delaware and not eligible for this service, please visit our main homepage at incnow.com for more information.

Must I visit IncNow's office?

While we enjoy meeting our customers, you need not come to our office or call us to form your business. Our customers find our simple online form very easy to use. Should you need help at any time before, during or after forming your business, we are here to help; in-person, over the phone or via email.

We welcome you to stop by during our normal business hours, 9:00 am – 4:30 pm. Please call ahead to ensure one of our incorporation specialists is available when you arrive.

Can my company do business outside Delaware?

Yes, a Delaware LLC or corporation can register to do business anywhere in the United States and almost anywhere in the world. 95% of Delaware companies never do business in Delaware. Our Delaware resident webpage is especially for the 5% of Delaware-filed entities whose business will have employees or owners working in Delaware. Otherwise we can assist Delaware LLCs and corporations for businesses located all over the world through www.incnow.com.

If your Delaware business will be transacting business outside Delaware it may need to file a Certificate of Authority (also known as a Foreign Qualification) to do business in any other state where it has employees or an office.

Why should I name IncNow as my company's Delaware registered agent?

It is possible to use your Delaware home or business address as the Delaware registered agent address. This is called self-representation. We advise against this for a number of reasons.

First, you may not be available at this address if and when a sheriff or process server needs to serve legal papers upon the business, resulting in a default judgment. This is especially common when people use their home address as the registered agent address.

Second, the home or business address you use will be on public record and available to anyone online. This may attract unwanted attention. For example, if a plaintiff is getting ready to file a lawsuit against your company, they may discover your name and address in their research looking up the company's registered agent address. It is possible this discovery could contribute to you being named as defendant along with the business under the "alter ego" theory of liability. If you own multiple businesses that are associated with your name and address, a plaintiff's attorney may "sweep the street" and name all of your companies with agent service at your address in the lawsuit, which would not be public information had you used a commercial registered agent. By using a Commercial Registered Agent, mass marketers cannot easily locate your contact information. Using a Commercial Registered Agent should result in less frequent telemarketing and junk mail.

IncNow is available during normal business hours, so you can count on us to be here if your business needs to be served a lawsuit. We will scan and email to you the summons and complaint initiating a lawsuit and then send by Certified Mail to ensure you receive them in a timely manner. When you name IncNow as your registered agent, we will be the name and address listed on public record and public website. Your home and office address will not be listed on the public website.

Having a Commercial Registered Agent may add to the perception of your company as a larger, more sophisticated business.

How do I obtain a Tax ID Number (EIN) for my company?

You can obtain your company's Tax ID Number directly from the IRS, or we can help you obtain this for an additional fee of $99. You can select this option as an add-on to your new formation order, or you can come back and order this service from us at any time.

We partially pre-fill and email you IRS Form SS-4 for you to complete and sign, after which we apply for your business's Tax ID Number with the IRS. In most cases, EINs can be assigned within one business day after returning Form SS-4 to us.

Are the names of the members and manager of my LLC public record?

Delaware does not require the names of members or managers on any formation documents filed with the Delaware Secretary of State. Only the name of the LLC and the name and address of the Delaware Registered Agent is listed on the Certificate of Formation.

Delaware requires that the company keep up to date contact information of a "communications contact" for the company with their registered agent. This person is responsible for maintaining a list of the members and mangers of the LLC and their contact information. This is also the address to where the registered agent will forward state and legal notices for the company.

No annual reports are required in Delaware listing the members' or managers' names, unlike most other states.

Can one person be the sole member of an LLC or sole stockholder, officer and director of a corporation?

Yes, you can have a single-member LLC. Although a single member LLC can use the SSN of the member for tax purposes, we advise you obtain a Tax ID Number to further support and distance the legal separation between you and your business, so they look less like one in the same.

With regard to a Delaware corporation, one person can even be the President, Secretary, Treasurer and sole stockholder.

Should you incorporate a non-profit corporation, we suggest you have at least three unrelated directors. Should you want a non-profit corporation, you may use our main site, www.incnow.com.

What is "business license coaching"?

We are happy to help guide you through the business license application form with the Delaware Division of Revenue. This is a legal requirement to conduct business in Delaware. We do not charge for this service after you order a company with us. This is just one more way we help you incorporate right.

Why do I need an Operating Agreement for my LLC?

Delaware law requires every LLC to have an Operating Agreement. Although only a skeletal Certificate of Formation is filed with the state of Delaware, the LLC Operating Agreement is the internal legal document which sets forth the owners and managers of an LLC. Without it, the owners do not have a way to prove their ownership of the LLC, which is often required by banks. If the Certificate of Formation is the skeleton, then the Operating Agreement is the guts. Even for a single-member LLC, the Delaware LLC Act requires you to have this document to prove your ownership of the LLC. With a multi-member LLC, it is also the starting point to guide the owners in the event of a disagreement.

While having a verbal understanding is a substitute for a written LLC Operating Agreement, it is not wise to conduct business "on a handshake" because it sets up the LLC for failure in the event of a disagreement. One role of the LLC Operating Agreement is to anticipate problems ahead of time to reduce the risks of business failure and lawsuits. Having a written LLC Agreement also shows you are treating the business as a separate entity which could help you avoid personal liability should a creditor argue you and your LLC are "alter egos" or one-and-the-same. Default rules of one vote per person or percentage voting based on the value of capital contributions may not be the way you want your company to run, therefore never run a business on a handshake or risk living with default rules you do not like.

How long does it take to form a Delaware LLC or corporation?

With our standard service, typically you will receive your formation documents from us between 3-7 business days. With the expedited service and email option, this may be reduced to one business day. IncNow has direct access to Delaware's computerized filing system. Along with other commercial registered agents with this special access, IncNow can file new companies days or weeks faster than self-filers.

Please consider our expedited LLC and Corporation packages with email delivery if you need your formation documents faster. We file these expedited orders at a higher filing priority with the state, which means the state of Delaware typically returns evidence of filing receipt to us within one business day.

What business licenses do I need to run my business?

You must have a State of Delaware business license from the Division of Revenue to do business in Delaware.

Customers are required by law to apply for a Delaware business license through the Division of Revenue "One Stop" Business Licensing and Registration site at onestop.delaware.gov.

You may also need to apply for additional licensing specific to your line of business some of which are through the Delaware Division of Professional Regulation. Their Guide to License Information lists different common types of businesses and what licensing is required for each.

You may also need other state and local licenses, within the City of Wilmington, county and other municipalities, depending on the nature and location of your business. You should always start first with the Division of Revenue business license, which only costs $75 per year. If you have trouble answering the application questions for a Delaware business license, call us and we can help you.

What is the "$9 Package" and what is the catch?

Whether you want to form an LLC or incorporate a corporation in Delaware and name yourself as registered agent, IncNow offers a very affordable option for Delaware residents that is an unbeatable value. For only $9 plus required State of Delaware filing fees ($90) we can incorporate your business. This includes preparing your Certificate for filing, checking the availability of the name and returning to you by US Mail the Certificate after it is filed, usually within 5 – 7 days of placing your order.

This package requires you to "self-represent" by naming yourself as the registered agent.

While we lose money on this option, we hope you will want to upgrade to our Complete Package to receive the governing internal documents for your company (such as an LLC Operating Agreement or, for a corporation, bylaws, stock and corporate resolutions) to complete the required internal governance to show who owns and manages your company.

We are proud to deliver value to you to help you get started for less.

What is a Delaware Non-profit?

Although commonly referred to as a “Non-profit”, this type of business is actually a Delaware Non-stock corporation with three extra provisions required by the IRS in its Certificate of Incorporation. After it submits a 1023 application and obtains a Section 501(c)(3) charitable organization tax determination from the IRS, its donors can deduct the contribution as a charitable donation. The first step is to file the non-stock Certificate of Incorporation. The second step is to apply to the IRS for the tax exemption. We can help only with the first step.

If you are interested in learning more or are ready to start a Delaware Non-profit, please visit our Non-profit page: www.incnow.com/non-profit.

What is a Delaware B-corp?

A B-corp, or Public Benefit Corporation in Delaware, is a new type of corporate structure that is a for-profit business that has other stated “public interest” purposes set out in its corporate charter to allow for alternative purposes instead of just primarily maximizing profit for stockholders.

In a traditional general corporation, the duty of the directors is to maximize profits and value for the stockholders. In Delaware, a public benefit corporation must set out in its Certificate of Incorporation that it is a public benefit corporation and provide a specific public benefit, which is reviewed and approved by the Delaware Secretary of State. The corporation must report to its stockholders every other year its activities in furtherance of the stated public purpose.

Additionally, a Public Benefit Corporation may become “certified” as a B-corp by an organization located in Pennsylvania called B-Lab.

If you are interested in incorporating a Delaware Public Benefit Corporation, please call us at 800-759-2248.

Who is IncNow?

We are a family-owned and operated Delaware registered agent that has been providing fast, easy and reliable incorporation services to business owners around the world since 1974. Although we have a global customer base, we have always taken pride in helping our Delaware neighbors start their own business.

IncNow was founded by David N. Williams Esq. the same year he opened doors to his law firm, The Williams Law Firm, P.A. in Wilmington.

IncNow began as the registered agent for clients of the law firm. However, Mr. Williams quickly learned that few attorneys were familiar with the process of incorporating a business in Delaware, and he decided to offer IncNow’s services to everyone. In doing so, he gave public access to attorney quality documents at a filing service price. To this day, IncNow makes it easy for Delaware entrepreneurs to incorporate or form an LLC and gives them “signature ready” documents to get them up and running.

IncNow remains an attorney-operated incorporation service operated by his son, John L. Williams, Esq. IncNow is small enough to care and big enough to count on.