Change Delaware LLC name
You can change the name of a Delaware LLC by filing a certificate of amendment with the secretary of state. Read the step-by-step instructions below:
Official Delaware form to change LLC name
Fill up the LLC amendment form and mail it to the Delaware secretary of state to change an LLC's name.
Amendment form
What is an LLC?
Limited Liability Company
LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.
Limited liability
Personal assets are protected for people with limited liability when they are sued.
Corporation
A business entity that can issue shares and give limited liability to shareholders.
Members
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Sole proprietorship
Where an individual engages in business activity without formal organization.
Types of LLC
Depends on the number of members and whether it has elected to change its IRS classification.
Single-member LLC
Has only a single member. IRS considers it as a sole proprietorship for tax purposes.
LLC as C-corp
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Multi-member LLC
Has two members. IRS considers it as a partnership for tax purposes.
LLC as S-corp
A special election for a maximum of 100 US shareholders.
Actions
Step-by-step instructions
How to change an LLC name in Delaware?
Check the steps below:
1. Choose a new name
Before you proceed with changing your existing LLC name, make sure to find a new LLC name that suits your business.
Ensure the name follows the state's LLC naming guidelines. See them in detail below.
Search for possible names through the state's business entity search tool. Make sure the name you pick is available.
2. Reserve the new name (optional)
Optionally, you can reserve a name with the state. You can do so by paying reservation fees to Delaware secretary of state.
Reservation fee
$75
Reservation period
120 days
3. File certificate of amendment
You may fill and file a certificate of amendment for the LLC with the secretary of state via mail to update the state of the new name.
Filing fees
$200
Address
Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901
4. Update your operating agreement
Make note of the name change in your operating agreement and update accordingly.
5. Update state and federal government records
Check all the government records, including tax registrations, employer records, etc and update your new name.
6. Inform your business contacts
Make sure you update your bank, vendors, customers and other related parties with your LLC's new name
Entity name
Every LLC should have a unique name in Delaware. Delaware maintains a list of names of entities in the state. Go through it to check if your chosen name is available.
Search for names
Go to the official website of the Delaware business entity search tool to see if the name you want is available.
Searching fee
Free
Reservation
You can reserve a name for your LLC for a specific duration by paying reservation fees to the Delaware division of corporations. You will have to file your LLC formation documents within this period to keep the name. Alternatively, you can directly go ahead with the LLC formation without any reservation. That's fine too.
Reservation fee
$75
Reservation period
120 days
LLC naming guidelines
The name you choose for your LLC must the official naming guidelines.
DC §18-102
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Here are some of the guidelines in simple language:
- 1
Shall contain the words "Limited Liability Company" or the abbreviation "L.L.C." or the designation "LLC".
- 2
Don’t include terms that indicate that you are doing an activity that you are not authorised to do.
- 3
Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.
- 4
Don’t use words that makes it seems like you are a governmental entity or has an affiliation.
LLC Annual report
Only LLCs elected as a corporation have to file this report in Delaware to stay compliant with the state laws.
Filing annual report
Delaware LLC elected as a corporation(under IRS) is expected to file this report annually by March 1st.
File it online on Delaware Dept. of State website
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Online fee
$50
When not to file?
Single-member LLCs and multi-member LLCs that are not elected as a corporation do not have to file an annual report, but they have to pay a fixed franchise tax. It is also known as alternative entity tax.
Failure to pay
Delaware charges a penalty of $200 plus 1.5% interest per month if you miss the March 1 filing deadline for filing annual report and paying franchise taxes (as an LLC elected as a corporation).
Frequently asked questions
Related steps in Delaware
LLC in Delaware is a powerful entity for entrepreneurs. After the formation, you may have to add a member, remove a member or change registered agents. Read how to do these actions.
Delaware LLC
Delaware LLC add member
Delaware LLC remove member