How to Form an LLC in Delaware

Delaware is one of the most popular states for LLC formation, and for good reason. The process is efficient, the legal framework is well-established, and the Division of Corporations processes filings faster than most state agencies. Here is what forming a Delaware LLC involves.

Step 1: Choose a Name

Your Delaware LLC name must:

• Include "Limited Liability Company" or an abbreviation (LLC, L.L.C.)
• Be distinguishable from other entity names on file with the Division of Corporations
• Not contain words implying it is a different entity type

Search existing entity names through the Division of Corporations at corp.delaware.gov. Delaware offers name reservations for 120 days if you want to secure a name before filing.

Step 2: Appoint a Registered Agent

Delaware requires every LLC to have a registered agent with a physical address in Delaware. The agent receives service of process and Division of Corporations correspondence on your behalf.

If you form your LLC in Delaware but operate from another state — as many businesses do — your registered agent is your mandatory in-state presence. This is not optional; the Division of Corporations will not accept a Certificate of Formation without a registered agent designation.

Step 3: File the Certificate of Formation

File a Certificate of Formation with the Delaware Division of Corporations.

• Filing fee: $90
• Online filing: Through the Division's website at corp.delaware.gov
• Processing time: Standard filing is typically processed within a few weeks. Expedited options include 24-hour ($50 additional), same-day ($100 additional), and 2-hour ($500 additional) processing.

The Certificate of Formation is minimal by design. Delaware requires only:

• The LLC's name
• The registered agent's name and address
• The effective date (if different from the filing date)

Delaware does not require you to list members, managers, or the LLC's purpose on the Certificate of Formation. This provides an additional layer of privacy.

Step 4: Create an Operating Agreement

Delaware law does not require an operating agreement to be filed with the state, but Delaware courts place significant weight on operating agreements in LLC disputes. A well-drafted operating agreement should address:

• Member contributions and ownership percentages
• Management structure (member-managed vs. manager-managed)
• Voting rights and decision-making procedures
• Profit and loss allocation
• Transfer of membership interests
• Dissolution procedures

In Delaware, the operating agreement is the governing document of the LLC. The courts will generally enforce its terms as written.

Step 5: Get an EIN

Apply for an Employer Identification Number from the IRS at irs.gov. It is free and processed immediately online. You need an EIN to open a business bank account and file taxes.

Ongoing Obligations

Annual Tax: $300, due June 1 each year. There is no annual report for Delaware LLCs — just the tax payment.

Registered Agent: Maintain a valid registered agent continuously. If your agent resigns or changes address, update the Division of Corporations promptly.

Foreign Qualification: If your Delaware LLC does business in other states, you may need to register as a foreign LLC in those states, each of which may require its own registered agent.

Delaware LLC Costs Summary

Why Delaware for Your LLC?

• Privacy: Members and managers are not listed on the Certificate of Formation
• Flexible statute: The Delaware LLC Act gives maximum freedom to structure your operating agreement
• Court of Chancery: Access to a business court with deep expertise in entity disputes
• Credibility: Investors and partners often prefer Delaware entities
• Efficient Division of Corporations: Fast processing and reliable record-keeping

Get Started — $99/year

Need a registered agent for your new Delaware LLC? Sign up today.