Where to Register?
          
          
               LLC laws have been enacted in almost all states.
               For investment and holding companies not doing an
          active business in a particular state, then you could
          use another state to form the LLC.
          
          
                                 Delaware?
          
               The Delaware LLC law was passed on October 1,
          1992.  Delaware has a long history as the home of the
          best corporate law in the U.S.  The law is considered
          to be pro-management and has a tradition of respecting
          good faith management decisions.  There exists a strong
          partnership in Delaware between the corporate bar, the
          legislature and the judiciary, which helps to maintain
          a legal atmosphere second to none.  This tradition of
          excellence in corporate law is likely to attract those
          who want to form LLCs in the U.S.
               The Delaware LLC statute is clearly the most
          flexible.  It follows a tradition that Delaware lawyers
          call the "Freedom of Contract" which allows broad
          flexibility among members of an LLC to create the
          details of the structure of the company in the way that
          best suits their needs.  More than any other state LLC
          statute, the Delaware law allows the parties to draft
          the LLC company agreement as they may require and "opt
          in" the elements they desire, without a lot of
          regulations or restrictions.
               The Delaware law presumes that the entity will be
          treated as a partnership, unless otherwise classified. 
          It allows extensive protection to members and managers. 
          It does not require that the duration be stated in the
          Certificate of Formation, and it limits the liability
          of the members to their investment in the company.  The
          Delaware law also allows for a structure in which the
          death of a member will not cause an automatic
          dissolution.  All these elements together are not
          included in the Wyoming statute, or in any of the
          others.  The drafters of the Delaware LLC law sought
          deliberately to create it in such a way as to give
          maximum flexibility, so that it would allow creativity
          among the drafters of the company agreements.
               Delaware LLCs pay an annual state fee of $100, the
          same as limited partnerships.
               Legislation was passed in July, 1993, that now
          provides for Delaware corporations to convert their
          status to LLC by merging the old corporation into a new
          LLC.  The LLC may take the same name as the
          corporation, with proper filing details.
               Delaware has again distinguished itself, and it
          promises to be one of the leaders in the formation and
          maintenance of LLCs.