Delaware LLC Filing Requirements: Formation, Agent, and Franchise Tax

To form a Delaware LLC, you file a Certificate of Formation with the Delaware Division of Corporations, pay a $110 filing fee, and appoint a registered agent with a physical Delaware address. After that, the Delaware LLC filing requirements are minimal on paper but continuous in practice: you owe a flat $300 franchise tax every year by June 1st, and you must keep your registered agent in place for as long as the company exists. Delaware does not require an operating agreement, an annual report, or public disclosure of members, but a few details, especially the tax deadline, catch people out.

What Goes in the Certificate of Formation

The Certificate of Formation is the only document you file with the state to bring your LLC into existence. Under Delaware’s LLC Act, one or more authorized persons execute and file the certificate with the Secretary of State, and the required contents are short:¹

The full legal name of the LLC, including the required designator.
The address of the registered office in Delaware.
The name and address of the registered agent at that office.

Nothing else is mandatory. Members can add optional provisions if they want, but the statute doesn’t ask for member names, ownership percentages, capital contributions, or management structure. The LLC legally exists the moment the Division files the certificate, or on a later effective date you specify in the document.¹

Name Rules

Your LLC’s name must include the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC.” It also has to be distinguishable from every other entity already on file in Delaware, which includes corporations, partnerships, limited partnerships, and statutory trusts. If your preferred name is too close to an existing one, you can still use it by getting written consent from that entity and filing the consent with the Secretary of State.²

One restriction to know: the name cannot include the word “bank” or a variation of it unless the entity is actually regulated as a bank or bank holding company. Before filing, run your proposed name through the Division of Corporations’ online entity search to confirm it’s available.

The Registered Agent Requirement

Every Delaware LLC must maintain a registered agent in the state at all times. The agent is your official point of contact for lawsuits, government notices, and tax mail. The LLC Act allows the agent to be:³

The LLC itself, if it has a physical office in Delaware.
An individual resident of Delaware.
A domestic Delaware business entity such as a corporation, partnership, or another LLC.
A foreign business entity authorized to do business in Delaware.

Whoever you choose, their business office must match the registered office address on your Certificate of Formation, and someone must generally be present during normal business hours to accept service of process. A virtual office or mail forwarding service by itself doesn’t meet the requirement.⁴

If you don’t live or work in Delaware, you’ll almost certainly hire a commercial registered agent. Annual fees usually run between $50 and $300. Pick someone reliable. If your agent closes or moves without updating the state and you miss a lawsuit, you can end up with a default judgment against the company before you know anything happened.

How to File and What It Costs

You submit the Certificate of Formation to the Division of Corporations through its online document upload system (eCorp Business Services), by mail, or by hand delivery at the Dover office. Every submission should include a Filing Cover Memo with your contact information and processing instructions.⁵

The standard filing fee is $110. Add $50 if you want a certified copy of the filed certificate. Once processed, you receive a file-stamped copy that serves as proof the LLC exists; keep it somewhere safe because you’ll need it to open a bank account, apply for a federal tax ID, and handle other setup tasks. Standard processing can take anywhere from a few days to several weeks depending on the Division’s backlog.⁶

If you need the LLC formed faster, Delaware offers paid expedited service in tiers from next-day (roughly $50 to $100) up to one-hour ($1,000, with the filing received by 9:00 PM Eastern). Same-day and two-hour options sit in between.⁷

The Operating Agreement You Don’t File

Delaware does not require you to file an operating agreement with the state, and nothing about your LLC’s ownership or management is disclosed in the Certificate of Formation. That doesn’t mean you should skip the agreement. Delaware law defines it broadly to include any agreement, written, oral, or implied, governing how the LLC operates, and the statute allows members to enter into it before, after, or at the same time as the certificate is filed.⁸¹

In practice, this is where the real structure of the company lives: who owns what percentage, how profits and losses are allocated, who can sign contracts, what happens when a member leaves or dies, and how the company can be dissolved. Without a written agreement, Delaware’s default LLC rules fill the gaps, and those defaults rarely match what members actually intended. For a single-member LLC, a written agreement also helps establish that the company is a genuinely separate entity from its owner, which matters if someone later challenges the liability shield.

Getting a Federal Tax ID

Formation with the state doesn’t handle your federal tax setup. After the LLC exists, apply to the IRS for an Employer Identification Number. You’ll need it to open a business bank account, hire employees, and file federal taxes. The IRS issues the EIN for free, and the online application returns the number immediately upon completion. To apply online, the LLC’s principal business must be in the United States, and the applicant must be the responsible party or an authorized representative with that person’s SSN or ITIN. If the principal business is outside the U.S., you’ll apply by phone, fax, or mail.⁹

How the IRS Classifies Your LLC

The IRS does not tax an LLC as its own category. A single-member LLC is treated by default as a disregarded entity, meaning the owner reports business income on their personal return. A multi-member LLC is classified by default as a partnership. Either type can elect corporate taxation by filing Form 8832, and some LLCs go further and elect S-corporation treatment on Form 2553 for potential payroll tax savings. The choice has real consequences, so discuss it with an accountant before filing anything.¹⁰

The $300 Annual Franchise Tax

Delaware charges every LLC a flat $300 franchise tax each year, regardless of revenue or whether the company did any business at all. The tax is due on or before June 1st, paid through the Division of Corporations’ online system or the Delaware One Stop portal.¹¹

A common mix-up: the March 1st deadline you may have read about applies to Delaware corporations, not LLCs. Corporations file an annual report and pay franchise tax by March 1st. LLCs don’t file an annual report at all. The only recurring state obligation for a Delaware LLC is the $300 payment due June 1st.¹²¹³

Missing June 1st triggers a $200 penalty plus interest at 1.5% per month on the unpaid balance. Keep ignoring it and the state will move your LLC out of good standing. An LLC that isn’t in good standing can’t obtain a certificate of existence or complete certain legal transactions. Restoring good standing requires filing a revival document and paying all back taxes, penalties, and fees.¹¹¹⁴

If You Operate Outside Delaware

Forming in Delaware does not give you the right to conduct business in other states. If your LLC has a physical presence, employees, or significant ongoing activity in another state, that state will likely require you to register as a foreign LLC by filing a certificate of authority and paying its own fee. Most states charge between $100 and $300 for foreign registration, and many impose their own annual report or franchise tax on top.

This is the part that catches people out. If you live in Texas and run the business entirely from Texas, forming in Delaware means paying Delaware’s $300 tax plus whatever Texas requires for foreign registration and its own franchise tax. Delaware formation makes sense when the legal framework, especially the Court of Chancery and its deep body of LLC case law, is worth more than the cost of maintaining two state registrations. For many small businesses operating in a single state, forming at home is simpler and cheaper.

1
Justia. Delaware Code Title 6 18-201 – Certificate of Formation
2
Delaware Code Online. Delaware Code Title 6 Chapter 18 Subchapter I – Section 18-102
3
Delaware Code Online. Delaware Code Title 6 Chapter 18 Subchapter I – Section 18-104
4
Justia. Delaware Code Title 8 – Corporations – Registered Agent in State; Resident Agent
5
Division of Corporations – State of Delaware. Document Filing and Certificate Request Information
6
Delaware Division of Corporations. Certificate of Formation of a Limited Liability Company
7
Division of Corporations – State of Delaware. Expedited Services
8
Justia. Delaware Code Title 6 18-101 – Definitions
9
Internal Revenue Service. Get an Employer Identification Number
10
Internal Revenue Service. Limited Liability Company (LLC)
11
Division of Corporations – State of Delaware. LLC/LP/GP Franchise Tax Instructions
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Division of Corporations – State of Delaware. Annual Report and Tax Instructions
13
State of Delaware. Franchise Taxes
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Division of Corporations – State of Delaware. Renewal For All Entities