Delaware LLC Quick Facts
$90
DE Division of Corporations
Certificate of Formation
$300
None (if no DE operations)
Court of Chancery
Fees and requirements shown are based on our most recent review. Always verify current information at the Delaware Division of Corporations website.
Why Form an LLC in Delaware?
More than 1.5 million business entities are registered in Delaware, including a majority of Fortune 500 companies. While Delaware is especially popular for corporations, it also offers significant advantages for LLCs.
- Court of Chancery: Delaware's dedicated business court uses judges (not juries) who specialize in business law. This creates more predictable outcomes for business disputes and a vast body of legal precedent.
- Strong privacy protections: Delaware does not require LLC members or managers to be listed on the Certificate of Formation, offering greater privacy than most states.
- Flexible LLC Act: The Delaware Limited Liability Company Act gives LLC members broad freedom to customize their operating agreements and business structure.
- Asset protection: Delaware provides strong charging order protections, making it harder for creditors to seize LLC membership interests.
- No state income tax on out-of-state operations: If your LLC does not conduct business within Delaware, you generally will not owe Delaware state income tax.
- Low filing fee: At $90, Delaware's LLC filing fee is very affordable.
Is Delaware the Right State for Your LLC?
Delaware is an excellent choice if you value privacy, plan to seek venture capital, want strong asset protection, or may have complex business arrangements that benefit from Delaware's flexible LLC Act.
However, if you operate your business primarily in another state, you will likely need to register as a foreign LLC in that state as well, which means paying fees in both states. For many small, single-state businesses, forming in your home state is simpler and less expensive.
Consider Delaware if: you have investors, need maximum privacy, want strong legal protections, or operate in multiple states. Consider your home state if: you are a small local business and want to minimize costs and complexity.
Steps to Form Your Delaware LLC
Choose a Name for Your Delaware LLC
Your LLC name must be distinguishable from other entities on file with the Delaware Division of Corporations. It must include "Limited Liability Company," "LLC," or "L.L.C."
Search for name availability on the Delaware entity search. You can reserve a name for 120 days for a $75 fee.
Appoint a Registered Agent
Every Delaware LLC must have a registered agent with a physical address in Delaware. Since many LLC owners who choose Delaware do not live in the state, using a professional registered agent service is very common.
Your registered agent receives legal documents, tax notices, and official state correspondence on your behalf. Most LLC formation services include at least one year of registered agent service in Delaware.
File a Certificate of Formation
File your Certificate of Formation with the Delaware Division of Corporations. The filing fee is $90. You can file online or by mail.
Delaware's Certificate of Formation is intentionally minimal. The required information includes:
- LLC name
- Registered agent name and address in Delaware
- Signature of the authorized person (organizer)
Notably, Delaware does not require you to list members, managers, or the LLC's purpose on the formation document. This contributes to the privacy advantage Delaware is known for.
Standard processing typically takes several business days. Delaware offers same-day and 24-hour expedited options for additional fees.
Create an Operating Agreement
Delaware strongly recognizes the power of LLC operating agreements. Under Delaware law, the operating agreement is the primary governing document for the LLC and can override many default statutory provisions.
Your operating agreement should cover ownership, management, voting rights, profit distribution, transfer restrictions, and dissolution procedures. Delaware's flexible LLC Act allows you to customize these provisions extensively.
Learn more in our operating agreement guide.
Get an EIN
Apply for a free Employer Identification Number from the IRS. This is required for opening a business bank account, hiring employees, and filing taxes. The online application at irs.gov takes just a few minutes.
Delaware Annual Franchise Tax
Delaware LLCs are required to pay an annual franchise tax of $300 (as of our last review). This tax is due by June 1 each year and is paid to the Delaware Division of Corporations.
This is a flat fee regardless of your LLC's income. Failure to pay the franchise tax can result in penalties, interest, and eventual cancellation of your LLC.
Verify the current franchise tax amount at corp.delaware.gov.
After You Form Your Delaware LLC
- Register as a foreign LLC in your home state: If you do not live or primarily operate in Delaware, you will likely need to register your Delaware LLC as a foreign entity in the state where you do business.
- Open a business bank account: Keep personal and business finances separate.
- Pay the annual franchise tax: Remember the June 1 deadline each year.
- Obtain necessary licenses and permits: Check requirements in both Delaware and any state where you operate.
- Consider business insurance: General liability, professional liability, or other coverage as appropriate for your industry.
Start Your Delaware LLC Today
A formation service can handle the filing, provide a Delaware registered agent, and help you stay compliant with annual requirements.
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Disclaimer: The information on this page is for general educational purposes only and does not constitute legal or tax advice. Filing fees, franchise tax amounts, and state requirements change periodically. Always verify current information with the Delaware Division of Corporations, or consult a qualified attorney or tax professional.
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