Public benefit LLC
A for-profit Delaware LLC meant to produce one or more specific public benefits and to operate responsibly and sustainably. Managers must balance members' financial interests, affected people and the stated benefits.
- Entiva fee to form
- $139
- Government fees to form
- $110
- Run plan
- $39 a month
- Steps to form
- 8
- Ongoing filings
- 10
- Ways to close
- 4
Who it suits, and what defines it.
Governed by the 6 Del. C. §§18-1201 to 18-1208.
Who it suits
- For-profit LLCs with one or more specific public benefits.
- Existing Delaware LLCs that opt in by amendment.
Key facts
- Formation fee
- $110 in Delaware
- Annual tax
- $400, due June 1
- Annual report
- None in Delaware
- Benefit statement
- To members at least every two years
- Member suits
- Holders of 2% or more can enforce the balancing duty
- Opt-in
- An existing LLC amends its agreement and certificate
- Statute
- 6 Del. C. §§18-1201 to 18-1208
What the law requires.
4 rules, each in plain words.
A Delaware registered agent and registered office
The registered agent receives legal papers served on the LLC.
A heading and LLC agreement that state the public benefits
Both must say it is a statutory public benefit LLC and set out one or more specific public benefits (6 Del. C. §18-1202).
A statement to members every two years
It covers public-benefit objectives, standards, factual results and assessment (§18-1205).
Annual Delaware LLC tax of $400
Due June 1, with a $200 late penalty plus 1.5% interest a month.
How Entiva forms it.
8 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
8 steps- 1Reserve the LLC nameOnly if needed
Optional. A Delaware reservation holds the name for 120 days.
- 2Adopt the LLC agreement
It must state that the LLC is a statutory public benefit LLC and set out its specific public benefits. It is not filed.
- 3File the certificate of formation
Its heading must say it is a statutory public benefit LLC. Delaware fee: $110.
- 4Appoint a Delaware registered agent
The registered agent receives legal papers served on the LLC. Both it and the office are in Delaware.
- 5Request faster handling of the filingOnly if needed
Optional. The state's expedite charge is passed on at cost and Entiva adds nothing.
- 6Get an EIN online
The EIN is the company's IRS tax number. It is free. Without an SSN or ITIN (US taxpayer numbers), use paper Form SS-4 instead.
- 7Elect how the IRS taxes the LLCOnly if needed
Optional. Form 8832 chooses taxation as a corporation, a partnership or a disregarded entity (reported on the owner's return).
- 8File the BEA BE-13 survey if foreign-owned
BE-13 or a claim for exemption, filed with the US Bureau of Economic Analysis (BEA).
Documents
8- Certificate of formation with the public benefit heading
- LLC operating agreement
- Registered agent consent
- Consent to act, one per named manager or managing member
- State filing receipt
- Stamped certificate from the state
- Form SS-4 third-party designee authorisation
- EIN confirmation from the IRS
Who takes part
6- Every manager and managing member: identity and address checked
- Members with 25% or more or substantial control: identity and address checked
- Every individual with 25% or more, plus one with control: ID and address checked
- A communications contact for the registered agent: photo ID and a live check
- The IRS responsible party for the EIN: photo ID, selfie and SSN or ITIN
- High-risk parties also give source of funds and source of wealth
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
10 filings- Pay the Delaware annual LLC tax
June 1. $400; late: $200 penalty plus 1.5% interest a month
- Deliver the public benefit statement to members
At least every two years, on the schedule the LLC agreement sets
- File Form 1065 if taxed as a partnership
March 15. Disregarded entities report on the owner's return
- File Form 5472 for a foreign-owned single-member LLC
With the pro forma Form 1120: April 15, extended to October 15
- File the foreign bank account report (FBAR)
April 15, extended to October 15. Only if there are foreign accounts
- File the BEA BE-15 annual survey if foreign-owned
About May 31, on BEA's annual schedule
- File Forms 1099-NEC and 1099-MISC for contractors
January 31 for Form 1099-NEC
- File Forms 1042-S and 1042 for payments to foreign persons
March 15, only if payments go to foreign persons
- File the Delaware unclaimed property report
March 1 each year
- Renew the Delaware transparency standards statement
October 1 to December 31, only if a Standards Statement was adopted
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Approve a distribution to members
- File SEC Form D for an offering under Regulation D
- File state notices after Form D
- Correct an error in the certificate
- Adopt Delaware transparency standards
- Change the registered agent
- Change the IRS responsible party
- Change the IRS mailing address
- Issue a secretary's certificate for a bank or counterparty
- Order a certificate of good standing
How it closes.
4 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary cancellation
The members decide to dissolve the LLC.
- 1
Members consent to dissolve
- 2
Wind up the LLC
- 3
File the final federal tax return
- 4
File the final payroll returns
- 5
Pay all Delaware annual taxes
- 6
File the certificate of cancellation
- 7
Close the IRS business account (EIN)
Opt out to an ordinary LLC
The members drop public benefit status.
- 1
Amend the LLC agreement
- 2
Amend the certificate to remove the heading
Merger, conversion or transfer out
The LLC is reorganised.
- 1
Merge with another entity
- 2
Or convert to another entity type
- 3
Or transfer the LLC out of Delaware
- 4
Close the EIN if it applies
Cancellation for non-payment and revival
The annual tax is unpaid.
- 1
Record the state's cancellation
- 2
Revive the LLC
What Entiva does for you.
From the first filing to the last.
Public benefit LLC
- Files the certificate of formation with the public benefit heading.Formation
- Adopts the LLC agreement among the members and records it. It is not filed with the state.Formation
- Names the Delaware registered agent and office, and records the individual contact the registered agent holds.Ongoing
- Prepares and delivers the public benefit statement to members.Governance
- Pays the Delaware annual LLC tax by June 1.Ongoing
- Files the Delaware unclaimed property report each year.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$139one-off
- Government fees
- $110
Steps marked only if needed are not counted.
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in your state
- Deliver the public benefit statement to members
- File Form 1065 if taxed as a partnership
- File Forms 1099-NEC and 1099-MISC for contractors
- File Forms 1042-S and 1042 for payments to foreign persons
- File the Delaware unclaimed property report
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Elect how the IRS taxes the LLCOnly if needed
- File the BEA BE-13 survey if foreign-owned
- File Form 5472 for a foreign-owned single-member LLC
- File the foreign bank account report (FBAR)
- File the BEA BE-15 annual survey if foreign-owned
- File state notices after Form D
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $139, one-off. Government fees are passed through at cost.
Delaware $75 for a 120-day reservation.
Delaware domestic certificate of formation; DE expedite 24-hour $50, same-day $100. WY $100.
DE per document: 1-hour $1,000; 2-hour $500; same-day $100 or $200; 24-hour $50 or $100. WY: next business day $700, same business day $1,400.
Excludes steps marked only if needed.
Every year
The Run plan costs $39 a month ($468 a year).
$400 from tax year 2026. The 2025 tax due June 1, 2026 was $300. Registered series $100 each.
Renewal $200 a year.
Changes
Routine changes are included in the Run plan.
Delaware corporations: $199, $214, $234, $259, $224, $2,599. Delaware LLC $220; LP/LLP/GP $200; statutory trust $500. Wyoming $60, $25.
Standards statement $200 plus required $50 certified copy.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Notary fee applies if notarised; a Delaware apostille is $30 per document.
Delaware short form $50; long form $175. Wyoming free online, $20 on paper. Nevada $50.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Delaware domestic LLC $220 plus $50 per registered series named. NV $100. WY $60.
Delaware: corporation amendment or restated certificate $214; LLC $220; LP $200; statutory trust $500. Nevada $175. Wyoming $60.
Delaware figure: corporation $259; LLC $220; LP $200; statutory trust $500; foreign corporation merger $50. WY $60.
Delaware figure: other entity into a DE corporation $184 plus Certificate of Incorporation. DE corporation to non-DE entity $234. Into or out of a DE LLC $220. LP $200; statutory trust $500.
Delaware figure: corporation $1,069. LLC $220; LP $200; statutory trust $500.
Delaware corporation revival $189 plus all back taxes, penalties and interest; LLC revival $220; LP $200; LLP/LLLP reinstatement $200; foreign corporation reinstatement $125.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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