Form a LLC in Delaware
Everything you need to know about forming a LLC in Delaware. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Name for Your LLC
Select a unique business name that includes 'Limited Liability Company,' 'LLC,' or 'L.L.C.' and is distinguishable from existing entities registered in Delaware. You can check name availability using the Delaware Division of Corporations online database.
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical street address in Delaware who is authorized to receive legal and official documents on behalf of your LLC. The registered agent can be an individual resident or a professional registered agent service.
1-2 hours
File the Certificate of Formation
Prepare and file the Certificate of Formation with the Delaware Division of Corporations, either online, by mail, or in person. The form requires the LLC name, registered agent name and address, and the signature of an authorized person.
1 hour
Pay the Filing Fee
Submit the $90 state filing fee along with your Certificate of Formation. Additional fees apply for expedited processing: $100 for 24-hour, $500 for same-day, or $1,000 for 2-hour service.
15 minutes
What's Next After Filing
Once your LLC is officially formed, you'll want to complete these important steps:
- •Draft an Operating Agreement — Although not legally required in Delaware, drafting a comprehensive operating agreement is strongly recommended to outline ownership structure, member roles, profit distribution, and operating procedures. This document is kept internally and not filed with the state.
- •Obtain an EIN from the IRS — Apply for a Federal Employer Identification Number (EIN) from the IRS, which is required for opening a business bank account, hiring employees, and filing federal taxes. You can apply online at IRS.gov for free and receive your EIN immediately.
- •Register for State Taxes and Obtain Licenses — If your LLC has employees or sells taxable goods or services in Delaware, register with the Delaware Division of Revenue. Obtain any required local and state business licenses or permits relevant to your specific industry and location.
Advantages
- ✓Delaware has one of the most business-friendly legal environments in the U.S., with a specialized Court of Chancery that handles business disputes efficiently and predictably.
- ✓Strong privacy protections — Delaware does not require the names of LLC members or managers to be listed in the Certificate of Formation, which is a public document.
- ✓No state income tax for LLCs that do not conduct business within Delaware, making it advantageous for businesses operating elsewhere.
- ✓Flexible LLC statutes allow for highly customizable operating agreements with minimal restrictions on governance structure, profit sharing, and management arrangements.
Considerations
- •If your LLC operates in another state, you will likely need to foreign qualify in that state and pay additional fees and taxes there, while also paying Delaware's annual $300 franchise tax — resulting in double compliance costs.
- •Hiring a registered agent in Delaware is an ongoing expense (typically $50–$300/year) if you do not have a physical presence in the state, which is required for all Delaware-registered LLCs.
- •Delaware's advantages are most significant for larger businesses or those seeking venture capital investment; small businesses operating locally may find it simpler and more cost-effective to incorporate in their home state.
Annual Obligations
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