To file a Delaware LLC Certificate of Formation, submit a one-page document to the Delaware Division of Corporations listing the company’s name, its Delaware registered agent, and the registered office address, signed by an organizer, along with the $110 state fee. Most filers use the Division’s online filing system and have the LLC on record within a few business days, or within hours if they pay for expedited processing.
What the Certificate Must Contain
Delaware’s LLC statute keeps the certificate short. It requires only three things: the LLC’s name, the name and address of a Delaware registered agent, and the address of the registered office in Delaware.1Justia. Delaware Code 6-18-201 – Certificate of Formation You can add other provisions if you want to, but the state does not require them, and most filers leave them out.
An organizer signs the certificate. That person does not need to be a member of the LLC and takes on no ongoing role once the filing is complete. The date the Secretary of State accepts the filing becomes the LLC’s official formation date, unless you write a future effective date into the document.
Choosing a Name That Will Clear
The name must include “Limited Liability Company,” “L.L.C.,” or “LLC.”2Justia. Delaware Code 6-18-102 – Name Set Forth in Certificate Any of the three satisfies the statute.
It also has to be distinguishable from every other entity already on file with the Secretary of State, including corporations, limited partnerships, statutory trusts, and other LLCs. Search the Division of Corporations’ database before filing to confirm your name is available. If your preferred name is too close to an existing entity’s, the Division will reject the filing. The one workaround: you can use a name that would otherwise be too similar if you obtain written consent from the existing entity and file that consent with the Secretary of State.2Justia. Delaware Code 6-18-102 – Name Set Forth in Certificate
One LLC-specific restriction: the name cannot contain the word “bank” or any variation of it, unless the entity falls under specific federal banking regulations.2Justia. Delaware Code 6-18-102 – Name Set Forth in Certificate For a standard business, avoid the word entirely.
Lining Up a Registered Agent
Every Delaware LLC has to maintain a registered agent with a physical street address in the state.3Justia. Delaware Code 6-18-104 – Registered Office; Registered Agent The agent accepts lawsuits and official notices for the company. The registered office address must match the agent’s business office address, and the Division requires a physical street address rather than a P.O. box.4Division of Corporations – State of Delaware. FAQs Regarding Registered Agents
Several kinds of agents qualify. An individual Delaware resident can serve as long as they are generally available at the registered office during normal business hours. The LLC itself can act as its own agent, but only if it has a physical location in Delaware. Another business entity, domestic or foreign, can also serve.
Most out-of-state owners hire a commercial registered agent service, which typically costs between $50 and $300 per year.
Filing Fees and Processing Speed
The base filing fee is $110. A certified copy of the filed document, which banks and licensing agencies often ask for, costs an additional $50.5Delaware Division of Corporations. Certificate of Formation of a Limited Liability Company
Standard processing can run from a few business days to several weeks depending on the Division’s workload. Expedited tiers, each added on top of the base fee, cut that down:
- 24-hour processing: $100
- Same-day processing: $200
- Two-hour processing: $500
- One-hour processing: $1,000
Same-day filings must be received before 2:00 p.m. Eastern, and two-hour filings by 7:00 p.m. Eastern.6Division of Corporations – State of Delaware. Expedited Services Miss the cutoff and your filing rolls into the next tier.
How to Submit the Filing
The fastest route is the Division of Corporations’ online Document Filing and Certificate Request Service. The system generates the cover memo automatically from the information you enter, so no separate cover memo form is needed.7Division of Corporations – State of Delaware. Submitting a Request You upload the completed Certificate of Formation as a PDF, enter payment, and submit. The Division accepts credit cards and ACH.
If you prefer paper, the Division’s Dover office accepts filings by mail or fax. Mailed filings should include a check or money order payable to “Delaware Secretary of State.” Mail and fax submissions move on the standard timeline, which can stretch to several weeks when the Division is busy.
Once your filing is processed, you receive a stamped copy with a unique file number and the state seal. Keep it. Banks, vendors, and state agencies will ask for it.
What to Do Right After the Certificate Is Filed
Put an Operating Agreement in Writing
The Certificate of Formation creates the LLC. The operating agreement governs how it runs. Delaware allows the agreement to be written, oral, or implied, and the LLC itself does not need to sign it.8Delaware Code Online. Delaware Code Title 6 Chapter 18 – Limited Liability Company Act, General Provisions Relying on an oral agreement is a bad idea. A written agreement covering ownership percentages, profit distribution, management authority, and member exits is the most important internal document the LLC will have.
Without one, Delaware’s default rules apply and the LLC will be member-managed, with every member able to bind the company through ordinary business actions. If you want a single manager or a smaller decision-making group, the operating agreement needs to say so.
Get a Federal EIN
Most LLCs need an Employer Identification Number from the IRS before they can open a bank account, hire employees, or file taxes. The application is free, and the IRS warns against third-party sites that charge for one.9Internal Revenue Service. Get an Employer Identification Number Form the LLC with Delaware first, because the IRS expects the entity to already exist.
The online application takes about ten minutes and issues the EIN immediately. You can only apply for one EIN per responsible party per day, and the session cannot be saved, so gather the LLC’s information before you start.9Internal Revenue Service. Get an Employer Identification Number
On federal beneficial ownership reporting: FinCEN’s March 2025 interim final rule exempted all entities created in the United States from filing Beneficial Ownership Information reports, so a new Delaware LLC formed by a U.S. person does not need to submit a BOI report.10FinCEN.gov. FinCEN Removes Beneficial Ownership Reporting Requirements for US Companies and US Persons
Mark June 1 on the Calendar
Delaware charges every LLC a flat annual tax of $300, due by June 1 each year.11Delaware Division of Corporations. LLC/LP/GP Franchise Tax Instructions The tax is owed for any year the LLC is on the Division’s records at any point between January 1 and December 31, whether or not the company earned revenue. Unlike corporations, LLCs do not file an annual report with the payment.
Missing the June 1 deadline triggers a $200 penalty plus 1.5% monthly interest on the unpaid tax and penalty.12Delaware Division of Revenue. Franchise Taxes If the balance stays unpaid long enough, the state can void the certificate of formation. Reinstatement means back taxes, penalties, and a separate revival fee.
Changing the Certificate Later
To change the LLC’s name, registered agent, or any other detail in the certificate, file a Certificate of Amendment with the Division of Corporations. The standard amendment fee is $220.13Delaware Division of Corporations. Certificate of Amendment for Limited Liability Company The same expedited tiers and cutoff times apply.
A short-form Certificate of Good Standing, which confirms the LLC is active and current on its taxes, costs $50 from the Division. Lenders and partners in other states frequently request one, so expect to order it a few times during the life of the company.