To create an LLC in Delaware, you file a Certificate of Formation with the Delaware Division of Corporations for a $110 filing fee. Before you file, you need a name that meets state rules and a registered agent with a Delaware street address. After you file, you get an EIN, write an operating agreement, and keep the entity in good standing by paying a $300 annual franchise tax. The whole formation step can be done online in a day, and even faster with expedited service.
Pick a Name That Delaware Will Accept
Your LLC name has to be distinguishable from every other business entity already on file with the Delaware Division of Corporations, and it must include a designator like “LLC,” “L.L.C.,” or “Limited Liability Company.” Run your proposed name through the Division of Corporations’ entity search before you get attached to it.
If you have the name but you’re not ready to file the formation paperwork, you can reserve it for 120 days for $75.1Delaware Division of Corporations. Name Reservation Applications Reservation is optional. If you’re ready to file now, skip it and go straight to the Certificate of Formation.
Line Up a Registered Agent
Every Delaware LLC must have a registered agent with a physical street address in the state.2Delaware Division of Corporations. FAQs Regarding Registered Agents The agent receives lawsuits, service of process, and official state mail on your LLC’s behalf. If the state or a plaintiff can’t reach your agent, you can lose by default without ever knowing you were sued.
The agent can be an individual Delaware resident, a business entity authorized to operate in Delaware, or the LLC itself if it keeps a Delaware office.3Delaware Division of Corporations. Registered Agent Listing Standards Most people forming a Delaware LLC from another state hire a professional registered agent service. Prices run roughly $35 to $350 per year. The cheapest option isn’t always a bargain; what you’re paying for is reliable forwarding of time-sensitive legal documents.
File the Certificate of Formation
The Certificate of Formation is the document that creates your LLC under Delaware law. It’s a short form. The Delaware LLC Act requires only three things on it: the LLC’s name, the name and address of your registered agent, and the signature of the authorized person filing it (the “organizer”).4Justia. Delaware Code Title 6 18-201 – Certificate of Formation You can add more provisions, but nothing else is mandatory.
File online through the Division of Corporations, by mail, or in person. The standard fee is $110. Online is fastest; mail takes the longest. Standard processing runs a few business days.
Expedited Processing
If you need the LLC formed on a tight timeline, Delaware offers tiered expedited service on top of the $110 base fee:5Delaware Division of Corporations. Expedited Services
- Next-day: $50 to $100 extra, filing received by 7:00 PM Eastern.
- Same-day: $100 to $200 extra, filing received by 2:00 PM Eastern.
- Two-hour: $500 extra, filing received by 7:00 PM Eastern.
- One-hour: $1,000 extra, filing received by 9:00 PM Eastern.
The one- and two-hour tiers exist for deals closing on a hard deadline. For a new business, next-day or same-day is plenty.
Get an EIN From the IRS
After the LLC exists, apply for an Employer Identification Number through the IRS. You’ll need an EIN if your LLC has employees, is taxed as a partnership or corporation, or needs a business bank account.6Internal Revenue Service. Employer Identification Number Single-member LLCs that could technically use the owner’s Social Security number usually get one anyway, to keep personal and business finances separate.
Apply online at irs.gov. The IRS tells applicants to form the entity with the state first, because applying too early can cause delays.7Internal Revenue Service. Get an Employer Identification Number The online application takes about ten minutes, there’s no fee, and you receive the EIN at the end of the session.
Write an Operating Agreement
Delaware doesn’t require you to file an operating agreement, but you should have one. It’s the internal document that sets ownership percentages, how profits and losses are split, who makes decisions, and what happens when a member leaves or the LLC dissolves.
Even a single-member LLC benefits. Without an operating agreement, you fall back on Delaware’s default statutory rules, which may not match what you actually want. Banks ask for a copy when you open a business account. And if the LLC’s liability protection is ever challenged, a well-drafted agreement showing you treated the LLC as a separate entity strengthens your position.
Delaware Business License (Only If You Operate in Delaware)
If your LLC will actually conduct business inside Delaware, you also need a business license from the Delaware Division of Revenue. This is separate from the formation filing. The license must be in place when business activity begins, and most licenses expire on December 31 each year.8Division of Revenue – State of Delaware. Business Licenses FAQs
After the first year, you can choose a three-year license, which simply costs three times the annual fee with no discount. The specific amount depends on your business type, so contact the Division of Revenue’s public service offices for the figure that applies to you. If your LLC operates only outside Delaware, this license doesn’t apply. You’ll likely need a license in the state where you actually operate.
Pay the $300 Annual Franchise Tax
Every Delaware LLC owes a flat $300 annual franchise tax, due by June 1 for the prior calendar year.9Justia. Delaware Code Title 6 18-1107 – Taxation of Limited Liability Companies and Registered Series It’s not an income tax. You owe it just for existing as a Delaware LLC, whether or not the business brought in any revenue.
Miss June 1 and Delaware tacks on a $200 penalty plus 1.5% monthly interest on the unpaid balance.9Justia. Delaware Code Title 6 18-1107 – Taxation of Limited Liability Companies and Registered Series Let it slide long enough and the state can void the Certificate of Formation, which wipes out your liability protection. If you decide later that you don’t need the LLC, formally cancel it with the state. Walking away without canceling means the franchise tax keeps piling up.
If Your Business Operates Outside Delaware
Forming in Delaware does not give you permission to do business in other states. If your LLC has a physical location, employees, or regular customers in another state, that state will almost certainly require you to register as a “foreign LLC” by filing for a certificate of authority. Registration fees usually run $125 to $250, and you’ll need a registered agent in that state as well.
Activities that generally trigger foreign registration include keeping an office or warehouse, hiring employees, regularly entering contracts, and generating a steady revenue stream from in-state activity. One-off transactions, passive property ownership, and holding internal meetings generally don’t count.
The practical math matters. If you live in Texas and form a Delaware LLC to run a Texas business, you’ll pay Delaware’s $300 franchise tax plus whatever Texas charges, maintain registered agents in both states, and file paperwork in both. For many small operations, forming in the state where you actually do business is simpler and cheaper. Delaware tends to make sense when investors expect it, when you’re raising institutional capital, or when the business genuinely operates across many states without a clear home base.
The Series LLC Option
Delaware allows a Series LLC, a structure that lets you create separate “series” within one LLC. Each series can hold its own assets, have its own members, and run its own business. The appeal is liability segregation: if the series is properly set up and maintained, the debts of one series can only be enforced against that series’ assets, not against the others or the parent.10Justia. Delaware Code Title 6 18-215 – Series of Members, Managers, Limited Liability Company Interests or Assets
To get that protection, three things must be true: the LLC agreement authorizes the series, the records account for each series’ assets separately, and the Certificate of Formation includes notice of the liability limitation.10Justia. Delaware Code Title 6 18-215 – Series of Members, Managers, Limited Liability Company Interests or Assets Real estate investors use the structure to hold multiple properties under one umbrella while isolating liability property by property. It saves on filing fees compared to a separate LLC for each asset, but the bookkeeping has to be clean. Mixing funds between series can collapse the whole protection.
Federal Beneficial Ownership Reporting
Many new owners ask about the Corporate Transparency Act’s beneficial ownership reporting rule. As of March 2025, FinCEN revised the rules to exempt all entities formed in the United States from the reporting requirement.11FinCEN.gov. Frequently Asked Questions It now applies only to entities formed under foreign law that have registered to do business in a U.S. state. A domestic Delaware LLC currently has no federal BOI filing obligation. The rule has shifted more than once, so check the current FinCEN guidance before you assume nothing has changed.