Form a Delaware LLC
Everything you need to file yourself — or let EntityEngine handle it.
Delaware LLC at a Glance
Form a Delaware LLC by filing Articles of Organization with the Delaware Division of Corporations. The state filing fee is $110 with a processing time of 3–5 business days. Online filing is available.
How to Form a Delaware LLC — Step by Step
Follow these steps to form your Delaware LLC yourself. Each step includes links to the official state resources you'll need.
1Search for Name Availability
Go to icis.corp.delaware.gov/eCorp and click "Entity Search" → "Name Search." Enter your desired name and review the results. Delaware requires your name to be distinguishable from all existing entities — not just LLCs.
Your name must include "Limited Liability Company," "LLC," or "L.L.C." Delaware also allows "LC," "L.C.," or "Limited Company." You can reserve a name for 120 days for $75 while you prepare your filing.
Delaware processes formations quickly, so most people skip the name reservation and file directly. Only reserve if you need time to finalize your operating agreement or secure investors.
2Choose a Delaware Registered Agent
Delaware requires your registered agent to have a physical street address in Delaware. Since most Delaware LLC owners don't live in Delaware, a professional registered agent service is essentially mandatory.
Well-known Delaware registered agent services include CT Corporation, Harvard Business Services, and Registered Agent Solutions. Costs range from $50–$299/year. EntityEngine includes Delaware registered agent service with formation.
Your registered agent is the only required presence in Delaware — your LLC can operate entirely outside the state. This is why Delaware is popular for businesses with no physical Delaware operations.
3File Certificate of Formation
Go to icis.corp.delaware.gov/eCorp, select "File Document," and choose "Certificate of Formation — LLC." The Certificate of Formation is intentionally simple — it only requires your LLC name and your registered agent's name and address.
Delaware's minimalist approach is a feature: your operating agreement (which is private and not filed with the state) governs your LLC's internal affairs. This gives you maximum flexibility.
The filing fee is $110. You can pay by credit card online or by check if filing by mail. Expedited processing options: 24-hour ($100 extra), same-day ($500 extra), or 1-hour ($1,000 extra).
You can also file by mail using the official PDF form available at corpfiles.delaware.gov. Mail filings take 1–2 weeks for standard processing.
Delaware's Certificate of Formation does NOT list member names, manager names, or addresses. That information lives in your operating agreement — keeping it private.
4Draft an Operating Agreement
Delaware is one of the few states that legally requires an operating agreement for LLCs (6 Del. C. § 18-101). The Delaware LLC Act gives operating agreements extraordinary power — they can override nearly all default statutory provisions.
This means your operating agreement is essentially the constitution of your Delaware LLC. It should cover: member names and ownership percentages, capital contributions, profit/loss allocation, management structure, voting thresholds, transfer restrictions, dissolution procedures, and dispute resolution.
Delaware courts will enforce operating agreement provisions almost exactly as written, so precision matters. For complex multi-member LLCs or those with investors, consider attorney review.
Delaware's LLC Act is the most flexible in the country — your operating agreement can customize almost everything. But that flexibility means you need to actually write down the rules you want.
5Get an EIN from the IRS
Apply for a free EIN at irs.gov. Click "Apply for an Employer ID Number (EIN)" and select "Limited Liability Company." You'll need your LLC's legal name, Delaware as the formation state (even if you operate elsewhere), and the SSN of a responsible party.
The online application is instant (Monday–Friday, 7 a.m.–10 p.m. Eastern). Print or save your EIN confirmation letter immediately.
6Open a Business Bank Account
Bring your Certificate of Formation (stamped by Delaware), EIN confirmation letter, operating agreement, and photo ID. If your bank is not in Delaware, you may need a certified copy of your formation document ($50 from the Division of Corporations).
Online banks like Mercury, Relay, and Novo are popular for Delaware LLCs because they accept formation documents digitally and don't require a Delaware branch visit.
7Register in Your Operating State (Foreign LLC)
If your LLC operates in any state other than Delaware, you must register as a "foreign LLC" in that state. This typically involves filing an application for authority (or certificate of registration) and paying that state's foreign LLC fee.
For example, if you live and work in New York but formed in Delaware, you must also register your LLC with the New York Department of State — and you'll pay annual fees in both states.
This step is frequently overlooked by new founders. Operating without registering can result in penalties and loss of access to state courts.
If you only do business in one state and don't plan to raise outside investment, forming in your home state is usually simpler and cheaper than Delaware + foreign registration.
8Pay Annual Franchise Tax
Delaware LLCs pay a flat $300 annual franchise tax due by June 1 each year. This is not an income tax — it's a flat fee for the privilege of being organized in Delaware, regardless of revenue.
Pay online at revenue.delaware.gov or by mail. Delaware does not require LLCs to file an annual report — just pay the $300 franchise tax.
Failure to pay results in a $200 late penalty plus 1.5% monthly interest. Continued non-payment will result in your LLC being voided (Delaware's term for administrative dissolution).
Set a calendar reminder for May 1 to pay. The penalty kicks in on June 2.
Delaware LLC Filing Fees
Exact fees charged by the Delaware Division of Corporations for LLC formation.
| Fee Item | Amount | Required? |
|---|---|---|
| Certificate of Formation | $110.00 | Required |
| Certified Copy | $50.00 | Optional |
| Certificate of Good Standing | $50.00 | Optional |
| Total (required fees) | $110.00 |
Expedited processing is available for $100 (24-hour processing).
Official Delaware LLC Forms
Download these forms from the Delaware Division of Corporations for mail-in filing, or use the online filing portal.
Delaware LLC Annual Requirements
Delaware Tax Snapshot
Key tax obligations for Delaware LLCs.
Delaware has no sales tax. LLCs pay a flat $300 annual franchise tax. No income tax on LLCs operating outside Delaware. Delaware personal income tax (2.2–6.6%) only applies to Delaware residents.
Delaware LLC — Watch Out For
Delaware LLCs must pay a $300 annual franchise tax even with zero revenue — it's a flat fee for existing.
If you operate outside Delaware, you must also register as a foreign LLC in your operating state and pay fees there too.
The Certificate of Formation is intentionally minimal — all the detail goes in your operating agreement, which is legally required in Delaware.
Delaware LLC members and managers are NOT listed on any public filing — privacy is a feature, not a bug.
The Court of Chancery is an advantage only if you actually end up in a business dispute. For simple single-member LLCs, it may not justify the extra cost.
Delaware LLC — Frequently Asked Questions
How much does it cost to form an LLC in Delaware?
The state filing fee is $110 for the Certificate of Formation. You'll also need a Delaware registered agent ($50–$299/year) and should budget for the $300 annual franchise tax.
How long does it take to form a Delaware LLC?
Standard processing takes 3–5 business days. Expedited options: 24-hour ($100), same-day ($500), 1-hour ($1,000) — all additional fees on top of the $110 filing fee.
Do I need an operating agreement for a Delaware LLC?
Yes — Delaware is one of the few states that legally requires one. The Delaware LLC Act makes the operating agreement the primary governing document, giving it extraordinary power to define your LLC's rules.
Does Delaware require annual reports for LLCs?
No annual report is required for Delaware LLCs. However, you must pay the $300 annual franchise tax by June 1 each year.
Why do people form LLCs in Delaware if they don't live there?
Delaware's LLC Act is the most flexible in the country, the Court of Chancery provides expert business dispute resolution, and investor/lender familiarity with Delaware law reduces friction. However, you'll still need to register as a foreign LLC in your operating state.
Related Resources
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