Form an LLC in Delaware
Everything you need to know about forming an 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 all other entities registered in Delaware. Use the Delaware Entity Search tool on the Division of Corporations website to verify name availability.
30 minutes
Appoint a Delaware Registered Agent
Designate a registered agent with a physical street address in Delaware who is available during normal business hours to receive legal and official documents on behalf of your LLC. This can be an individual resident or a commercial registered agent service.
1-2 hours
File the Certificate of Formation
Prepare and file the Certificate of Formation with the Delaware Division of Corporations, which requires the LLC name, registered agent name, and registered agent address. You may file online, by mail, or in person, with the $90 base filing fee.
1 hour
Draft an Operating Agreement
Although not legally required by Delaware, it is strongly recommended to draft a written Operating Agreement outlining ownership structure, member rights and responsibilities, profit distribution, and management procedures. Delaware law gives LLCs exceptional flexibility in structuring this agreement.
2-5 hours
What's Next After Filing
Once your LLC is officially formed, you'll want to complete these important steps:
- •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. Single-member LLCs with no employees may still need an EIN for banking purposes.
- •Open a Business Bank Account — Open a dedicated business checking account to keep personal and business finances separate, which is essential for maintaining your LLC's limited liability protection. You will typically need your EIN, Certificate of Formation, and Operating Agreement.
- •Register to Do Business in Your Home State (If Applicable) — If you are not physically operating in Delaware, you will likely need to register as a foreign LLC in the state where you conduct business, pay taxes, or have a physical presence. This involves filing a foreign qualification application and appointing a registered agent in that state.
Advantages
- ✓Highly flexible LLC statutes — Delaware's LLC Act allows members to customize virtually every aspect of governance and operations in the Operating Agreement, including fiduciary duty modifications.
- ✓No state income tax on income earned outside Delaware, making it tax-advantageous for LLCs that operate in other states.
- ✓Business-friendly Court of Chancery provides specialized, predictable, and sophisticated legal precedent for business disputes without juries.
- ✓Strong privacy protections — Delaware does not require member or manager names to be listed on the Certificate of Formation, keeping ownership information out of the public record.
- ✓Prestige and investor familiarity — many venture capital firms and institutional investors prefer or require Delaware entities, making fundraising easier.
Considerations
- •Dual-state costs for non-Delaware residents — if you operate outside Delaware, you must pay Delaware's $300 annual franchise tax AND register as a foreign LLC in your home state, incurring additional fees.
- •Registered agent requirement adds ongoing cost — since most out-of-state owners cannot serve as their own registered agent, they must pay for a commercial registered agent service, typically $50–$300 per year.
- •Complexity for small businesses — the sophistication and flexibility of Delaware law may be unnecessary and confusing for simple single-owner businesses that would be better served by forming in their home state.
Annual Obligations
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