How to Start an LLC in Delaware

Delaware is the most popular state in the country for business incorporation, with over 1.8 million registered business entities. With a $90 filing fee for the Certificate of Formation and processing in 3-5 business days, forming a Delaware LLC is fast and affordable. Delaware is renowned for its business-friendly laws, the specialized Court of Chancery, and strong legal protections for business owners. The state imposes no income tax on LLCs that do not operate within Delaware, making it an attractive choice for businesses headquartered elsewhere.

Follow these steps to start your Delaware LLC in 2026.

How to Start an LLC in Delaware (6 Steps)

Step 1: Name Your Delaware LLC

Your Delaware LLC name must be distinguishable from any existing business entity on file with the Delaware Division of Corporations. The name must include a designator such as “Limited Liability Company,” “LLC,” or “L.L.C.” You can search for available names using the Delaware Division of Corporations entity search.

If you find an available name but aren’t ready to file immediately, you can reserve it for 120 days by filing a Name Reservation with the Division of Corporations for $75. Before finalizing your name, check whether the matching domain name and social media handles are available, and search the USPTO trademark database to make sure your desired name doesn’t infringe on an existing trademark.

Delaware naming rules:

• Must include “Limited Liability Company,” “LLC,” or “L.L.C.”
• Must be distinguishable from other business names on file with the Division of Corporations
• Cannot include words suggesting the LLC is a bank, insurance company, or government agency without proper authorization
• Cannot contain language that implies a purpose the LLC is not authorized to pursue

Step 2: Choose a Registered Agent

Delaware requires every LLC to have a registered agent with a physical street address in Delaware. The registered agent must be a Delaware resident or a business entity authorized to do business in Delaware. The registered agent receives legal documents — including lawsuits, subpoenas, and official state correspondence — on behalf of your LLC. This is a legal requirement, and your LLC cannot be formed without designating a registered agent.

Unlike some states, you cannot easily serve as your own registered agent in Delaware unless you have a physical presence in the state. This is why most Delaware LLC owners, especially those who live in other states, use a professional registered agent service. Since Delaware is popular for out-of-state incorporations, having a reliable Delaware-based registered agent is essential.

Our top recommendation is Northwest Registered Agent ($39/year), which also handles LLC formation for $39 + the $90 state fee. Using a professional service ensures you never miss an important document and provides a Delaware address for your LLC’s official filings.

Step 3: File Your Certificate of Formation

To officially create your Delaware LLC, you need to file a Certificate of Formation with the Delaware Division of Corporations. The fastest way to file is online through the Delaware Division of Corporations website. You can also file by mail or fax, but online filing is recommended for faster processing.

Delaware’s Certificate of Formation is one of the simplest formation documents in the country. You only need to provide the LLC’s name and the name and address of your registered agent. Unlike many other states, Delaware does not require you to list members, managers, or the LLC’s purpose on the formation document, which provides an extra layer of privacy.

Filing details:

• Filing fee: $90
• Online filing: Delaware Division of Corporations (recommended)
• Processing time: 3-5 business days (standard), same-day and 24-hour expedited options available

Information required:

• LLC name
• Registered agent name and address
• Organizer name and address
• Effective date (optional — can be a future date)

Step 4: Create an Operating Agreement

Delaware does not legally require an operating agreement, but having one is strongly recommended — especially in Delaware, where the courts place significant weight on operating agreements when resolving business disputes. Delaware’s Court of Chancery, a specialized business court, routinely enforces the terms of operating agreements, giving them considerable legal authority.

An operating agreement establishes the rules for how your LLC is run, including ownership percentages, profit and loss distribution, voting rights, and procedures for adding or removing members. Without one, your LLC will be governed by default rules in the Delaware Limited Liability Company Act. Most banks also require a copy of your operating agreement before opening a business bank account.

Step 5: Get an EIN

Apply for an Employer Identification Number (EIN) through the IRS website. It’s free and takes about 15 minutes online. An EIN is a nine-digit number assigned by the IRS that serves as your LLC’s tax identification number. You need an EIN to open a business bank account, hire employees, file federal taxes, and apply for business permits. Even single-member LLCs with no employees should get an EIN to keep their personal Social Security Number off business documents.

Step 6: Pay Your Delaware Annual Franchise Tax

All Delaware LLCs must pay an annual franchise tax of $300, due by June 1 each year. This is a flat fee that applies to all LLCs regardless of income or size. You can pay online through the Delaware Division of Corporations website. Unlike many other states, Delaware does not require LLCs to file a separate annual report — the franchise tax payment serves as the LLC’s annual compliance requirement.

Failure to pay the franchise tax by June 1 results in a $200 late penalty plus 1.5% monthly interest on the unpaid amount. If the franchise tax remains unpaid for an extended period, the state can void your LLC. The $300 annual franchise tax is one of the key ongoing costs of maintaining a Delaware LLC and should be factored into your budget when deciding whether to form your LLC in Delaware.

Delaware LLC Costs

Total first-year cost: $390-$690. This range includes the $90 state filing fee, $300 annual franchise tax, and an optional registered agent service. Since most Delaware LLC owners need a professional registered agent (especially non-residents), budget accordingly. See our complete guide to LLC costs by state.

Delaware LLC Taxes

One of Delaware’s biggest advantages is that the state imposes no income tax on LLCs that do not conduct business within Delaware. If your LLC operates entirely outside of Delaware, you owe 0% in Delaware state income tax on your LLC’s profits. This makes Delaware extremely popular for businesses that are physically located and operate in other states but want the legal benefits of Delaware incorporation.

If your LLC does operate in Delaware, the state has a graduated personal income tax with rates up to 6.6%. Delaware also imposes a gross receipts tax on businesses operating within the state, which varies by industry and ranges from 0.0945% to 0.7468%. This tax is based on total gross receipts, not profits, and applies to most businesses with a physical presence in Delaware.

Delaware has no sales tax, which is another advantage for businesses that sell goods directly to consumers within the state. However, if you sell in other states, you may still need to collect sales tax in those jurisdictions.

At the federal level, all LLC members owe federal income tax and self-employment tax (15.3%) on their share of LLC profits. The $300 annual franchise tax is owed regardless of whether the LLC earns income.

Delaware LLC Annual Requirements

Every Delaware LLC must pay the $300 annual franchise tax by June 1 each year. Delaware does not require LLCs to file a separate annual report — the franchise tax payment is the primary annual compliance requirement. You can pay online through the Division of Corporations website. Failure to pay results in a $200 late penalty plus interest, and prolonged nonpayment can lead to voiding of your LLC.

In addition to the franchise tax, you must maintain a registered agent in Delaware at all times. If your registered agent changes, you must file a Certificate of Amendment with the Division of Corporations. You should also keep your operating agreement and internal records up to date, especially given the weight Delaware courts place on these documents in business disputes.

If you formed your LLC in Delaware but operate in another state, you will also need to register as a foreign LLC in the state where you do business and comply with that state’s annual filing requirements. This means you may have dual compliance obligations — paying Delaware’s franchise tax and meeting your home state’s requirements.

Best LLC Formation Services for Delaware

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Frequently Asked Questions

How much does it cost to start an LLC in Delaware?

The state filing fee for a Delaware LLC is $90, which is the cost to file your Certificate of Formation with the Division of Corporations. You’ll also owe a $300 annual franchise tax each year. Additional costs may include a registered agent service ($39-$299/year) and a name reservation ($75, optional). Most people spend between $390 and $690 in their first year.

Why is Delaware so popular for LLCs?

Delaware is popular because of its business-friendly legal framework, the specialized Court of Chancery (which handles business disputes without juries), strong legal precedent protecting business owners, minimal formation document requirements (no need to list members), and no state income tax for LLCs that don’t operate in Delaware. Over 1.8 million business entities are registered in Delaware.

Should I form my LLC in Delaware if I live in another state?

It depends. While Delaware offers legal benefits, if you form your LLC in Delaware but operate in another state, you’ll need to register as a foreign LLC in your home state and pay fees in both states. For most small businesses, forming in your home state is simpler and cheaper. Delaware formation makes more sense for businesses seeking investors, planning to go public, or operating in multiple states.

Do I need a registered agent in Delaware?

Yes, every Delaware LLC must have a registered agent with a physical address in Delaware. The registered agent must be a Delaware resident or a business entity authorized to operate in Delaware. Since many Delaware LLC owners are based out of state, using a professional registered agent service is very common.

Does Delaware require an operating agreement?

No, Delaware does not legally require an operating agreement. However, having one is especially important in Delaware because the Court of Chancery places significant weight on operating agreements when resolving business disputes. A well-drafted operating agreement can provide strong legal protection for your LLC and its members.

What is the Delaware franchise tax for LLCs?

Delaware LLCs pay a flat annual franchise tax of $300, due by June 1 each year. This applies to all LLCs regardless of income, size, or whether the LLC conducts business in Delaware. Failure to pay results in a $200 late penalty plus 1.5% monthly interest. Unlike corporations in Delaware, LLCs pay a flat fee rather than a calculated amount based on shares or assets.

Does Delaware have a state income tax for LLCs?

Delaware imposes no state income tax on LLCs that do not conduct business within Delaware. If your LLC operates entirely outside the state, your Delaware LLC profits are taxed at 0% by Delaware. If your LLC does operate in Delaware, profits passed through to members are subject to Delaware’s personal income tax (up to 6.6%).

What is the Court of Chancery?

The Delaware Court of Chancery is a specialized business court that handles corporate and business disputes. Unlike regular courts, the Court of Chancery does not use juries — cases are decided by experienced judges who specialize in business law. This leads to more predictable, consistent outcomes. The Court of Chancery has over 200 years of business law precedent, making Delaware the gold standard for corporate and LLC litigation.

Can a non-resident form an LLC in Delaware?

Yes, you do not need to be a Delaware resident or a U.S. citizen to form an LLC in Delaware. In fact, the majority of Delaware LLCs are formed by out-of-state owners. You will need a registered agent with a physical address in Delaware. If you operate in another state, you will also need to register as a foreign LLC there.

How long does it take to form an LLC in Delaware?

Standard processing takes 3-5 business days. Delaware also offers same-day and 24-hour expedited processing for additional fees. Online filing through the Division of Corporations website is the fastest option. Delaware’s efficient processing is one of the reasons it’s a popular choice for business formation.