How to Form an LLC in Delaware — Step-by-Step Guide
Everything it takes to form an LLC in Delaware, from your first name search to staying compliant after you file.
Updated 2026-08-15
Key Takeaways
- Forming an LLC in Delaware means naming your business, appointing a Delaware registered agent, filing a Certificate of Formation with the Division of Corporations, drafting an operating agreement, getting an EIN, and paying an annual franchise tax going forward.
- Delaware charges a one-time filing fee for the Certificate of Formation and a flat annual franchise tax, but doesn't require member or manager names on the public filing.
- Delaware's flexible LLC statute and specialized Court of Chancery are the main reasons startups and investor-backed companies form there, more than any particular cost advantage.
- You don't need to live in Delaware or operate a business there to form an LLC, but you do need a Delaware registered agent with an in-state street address.
- CompanySage handles the filing, registered agent, and operating agreement for a Delaware LLC in one flow, with 24-hour filing at no extra cost.
Why Form an LLC in Delaware?
Owners form an LLC in Delaware for reasons that are a little different from most other states: not primarily low cost, but legal flexibility and predictability. Delaware's LLC statute lets members customize almost every part of how the company is governed and how profits are allocated, and the state's specialized business court gives investors and their counsel a well-tested venue for resolving disputes. None of that makes Delaware the automatic right choice for every business — see how to form an LLC for guidance on choosing a state in general — but it's a recurring pick for startups planning to raise outside capital, founders who want ownership privacy, and businesses whose legal counsel is already familiar with Delaware law.
Delaware's Certificate of Formation typically requires only your LLC's name and registered agent information, not the names of individual members or managers, which is a large part of Delaware's reputation for privacy. Combined with a straightforward filing process handled by the Division of Corporations, forming in Delaware is often fast on paper even when the underlying legal structure is complex.
Delaware also doesn't impose a state personal income tax on LLC members who don't live in Delaware and don't earn income there, and the state has no general sales tax. If your LLC actually operates in Delaware, though, ordinary Delaware income tax rules can apply, and forming in Delaware never eliminates your home state's own tax obligations if that's where your business actually operates.
None of this replaces professional tax or legal advice for your specific business. Delaware's advantages are real for the businesses that benefit from them, but whether they outweigh the cost of maintaining both a Delaware registration and a foreign LLC registration in your home state depends on your situation.
How to Form an LLC in Delaware: Step by Step
The overall process follows the same shape as forming an LLC anywhere, with a few Delaware-specific details worth knowing before you file.
Search and choose your Delaware LLC name
Your name needs a limited liability company designator, such as "LLC" or "L.L.C.," and must be distinguishable from other entities already on file with the Delaware Division of Corporations. Most owners search the Division's online business database before filing to confirm the name is available, and a name reservation is available if you need time to prepare your filing.
Appoint a Delaware registered agent
Delaware requires every LLC to continuously maintain a registered agent with a physical street address in the state, available to accept service of process and official state notices, including franchise tax reminders. See our Delaware registered agent guide for the specific requirements.
File your Certificate of Formation
This is the document that officially creates your LLC with the Delaware Division of Corporations. As of our last review, the filing fee is $110, and online filings often process the same business day, though timing can shift with the Division's volume. Current fees and processing details are available directly from the Division of Corporations.
Draft an operating agreement
Delaware doesn't require you to file an operating agreement with the state, and its statute even recognizes oral or implied agreements, but a written one is still important. Delaware's LLC law is unusually customizable, and investors, banks, and lenders typically expect a comprehensive written agreement before they'll fund or lend to your company. See LLC operating agreement for what to include.
Get an EIN from the IRS
An Employer Identification Number is generally required to open a business bank account and to hire employees, and it's free to apply for directly through the IRS. See how to get an EIN for the walkthrough.
Check local licenses and permits
A Delaware LLC that operates exclusively outside Delaware generally doesn't need a Delaware business license, but if your LLC does conduct business in Delaware, a license from the state's revenue agency is required. You'll also need to comply with license requirements in whichever state or locality you actually operate in.
Pay your annual franchise tax and stay compliant
Unlike states that require a post-formation initial report, Delaware's first ongoing obligation is its annual franchise tax, a flat fee as of our last review of $300, due June 1 each year regardless of income or activity. Missing the deadline typically adds a late penalty plus monthly interest on the unpaid balance.
What It Costs to Form an LLC in Delaware
Delaware's state-level costs are straightforward to list, even though the legal structure behind them can get complex: one filing fee to form the LLC, and one flat annual franchise tax to keep it in good standing. Here's how the pieces typically break down, alongside CompanySage's own pricing.
| Item | Delaware fee | Notes |
|---|---|---|
| Certificate of Formation filing | $110 | One-time, paid to the Delaware Division of Corporations when you file |
| Annual franchise tax | $300 | Flat fee due June 1 each year, regardless of income or business activity |
| Name reservation (optional) | $75 | Holds your chosen name for 120 days before you file |
| Registered agent | Self (if eligible) or a professional service | Required continuously; included in a CompanySage compliance plan |
| State income tax | None for qualifying non-residents | Applies only if the LLC or its members earn Delaware-source income |
| CompanySage formation package | From $99 + state fees | Includes filing, an operating agreement, and EIN help |
| CompanySage compliance plan | From $14.99/month | Includes registered agent service and compliance tracking (state fees separate) |
See pricing for the full breakdown of CompanySage's formation packages and compliance plans.
Timeline and Expedited Filing
Standard processing time for a Delaware LLC filing depends on the Division of Corporations' current volume and whether you file online or by mail, with online filings generally moving faster. Delaware also offers several paid expedited tiers for owners who need faster turnaround, on top of the standard filing fee.
CompanySage submits your Delaware filing within 24 hours of receiving your information, at no extra cost — there's no separate rush-fee tier to pay for faster service on our end. See same-day LLC formation for how that works.
Staying Compliant After You Form Your Delaware LLC
Forming the LLC is only the first step. To keep it in good standing with the state, you'll need to pay your annual franchise tax on time each year, keep your registered agent active and your information with them current, and file a Certificate of Amendment if you ever change your LLC's name or registered agent.
Because Delaware sends official notices, including franchise tax reminders, to your registered agent rather than directly to you, a lapsed or unreachable registered agent is one of the more common ways owners miss a deadline. An LLC that stays out of good standing long enough can be administratively cancelled by the Division of Corporations, and reinstating it generally means paying back taxes, penalties, and accrued interest — often a larger bill than simply staying current would have been.
If you're operating in another state, remember that Delaware formation doesn't replace that state's own requirements. You'll typically also need to register as a foreign LLC there and meet its annual filing and tax obligations, on top of Delaware's franchise tax.
Comparing Delaware to other formation states
Delaware isn't the only state known for LLC flexibility and privacy. If cost is a bigger factor for you than investor familiarity with Delaware law, see our guides to forming an LLC in Wyoming and Nevada for comparison, or start with how to form an LLC for the state-by-state basics.
For ongoing support once your LLC is formed, see registered agent.
Frequently Asked Questions
Why do people form an LLC in Delaware?
Delaware is popular for LLC formation because its LLC statute is unusually flexible, letting members customize governance and economics in the operating agreement, and because the state's Court of Chancery gives investors and their counsel a predictable, business-focused venue for resolving disputes. It's a common choice for startups planning to raise outside capital and for founders who prioritize ownership privacy, since Delaware doesn't require member or manager names on the public formation filing.
How much does it cost to form an LLC in Delaware?
As of our last review, Delaware charges $110 to file a Certificate of Formation with the Division of Corporations. On top of the state fee, every Delaware LLC needs a registered agent with an in-state street address. CompanySage's formation packages start at $99 plus state fees and include your first year of registered agent service as part of a compliance plan starting at $14.99/month.
What is the Delaware annual franchise tax, and when is it due?
Delaware LLCs pay a flat annual franchise tax to the Division of Corporations, which as of our last review is $300 and due June 1 each year regardless of the LLC's income or activity. Missing the deadline typically triggers a late penalty plus monthly interest on the unpaid balance, and an LLC that stays out of good standing long enough can be administratively cancelled. Confirm the current amount and penalty terms directly with the Division of Corporations before you file.
Do I have to live in Delaware, or operate my business there, to form an LLC?
No. Delaware doesn't require members or managers to live in the state or to conduct business there, which is a large part of why it's a common formation state for businesses that actually operate elsewhere. You do need a Delaware registered agent with a physical in-state street address. Keep in mind that if your business operates in your home state, you'll typically also need to register there as a foreign LLC and meet that state's own fees and annual filings.
Does Delaware require my name to appear on public LLC records?
Generally, no. Delaware's Certificate of Formation typically requires only the LLC's name and its registered agent's information, not the names of members or managers, which is part of why Delaware has a reputation for ownership privacy. Other documents, like your operating agreement or a bank's paperwork, may still require your name — those just aren't part of the public state filing.
Is an operating agreement required for a Delaware LLC?
Delaware doesn't legally require an LLC to have a written operating agreement, and even allows oral or implied agreements under its statute, but a comprehensive written one is still strongly recommended. Delaware's LLC law is unusually flexible about what members can customize, and investors, banks, and venture capital firms typically expect a written operating agreement before they'll fund or lend to your company.
Why does Delaware's Court of Chancery matter for an LLC?
The Court of Chancery is Delaware's specialized business court, and it decides most LLC and corporate disputes without a jury, applying decades of consistent precedent on questions like fiduciary duties and member rights. For businesses with outside investors or complex ownership structures, that predictability is often cited as a reason to choose Delaware, since both sides generally know how a similar dispute has been resolved before.
Should I form in Delaware if my business operates in another state?
It depends on your situation. If your business operates primarily in one state and isn't raising outside investment, forming there directly is often simpler and cheaper than forming in Delaware and then registering as a foreign LLC back home, since that route means paying both states' fees and franchise or annual report obligations. Delaware tends to make more sense when you're seeking institutional investment, want Delaware's flexible LLC statute, or have counsel already familiar with Delaware law. Talk with an attorney or accountant about your specific situation before deciding.
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