How to Form an LLC in Delaware

Step 1: Choose and Check Your LLC Name

Your Delaware LLC's name must contain "Limited Liability Company," "L.L.C.," or "LLC," and must be distinguishable on the Division of Corporations' records from every other entity name already on file (6 Del. C. § 18-102). Search name availability through the Division's entity search before filing. If you're not ready to file yet, you can reserve a name for $75; the reservation lasts 120 days and can be renewed for further 120-day periods.

Step 2: Name a Delaware Registered Agent

Every Delaware LLC must maintain a registered agent and registered office with a physical street address in Delaware (6 Del. C. § 18-104). Delaware is more flexible than many states here: the agent can be the LLC itself, a Delaware resident, or a domestic or foreign entity, as long as whoever serves keeps a business office at the registered address. Many owners who don't live in Delaware use a registered agent service instead.

Step 3: File the Certificate of Formation

File the Certificate of Formation with the Division of Corporations for $110. Delaware's standard filing is electronic, through its Document Filing and Certificate Request Service, though the Division still reviews and files each document itself rather than approving it automatically; fax and mail filing are also available. The Certificate only needs to state the LLC's name and its registered office and agent; Delaware law doesn't require listing members or managers on this public document (6 Del. C. § 18-201(a)).

Step 4: Understand Delaware's Processing Time and Expedited Options

Delaware doesn't publish a fixed number of days for standard processing; the Division says processing time varies with how many filings it has received and runs longer during its busy season. If you need the LLC formed faster, Delaware offers expedited service on top of the $110 filing fee: 24-hour service for $50, same-day service for $100 (received by 2:00 p.m. ET), 2-hour service for $500, and 1-hour service for $1,000.

Step 5: Get an EIN From the IRS

Once the state approves your Certificate of Formation, apply for an Employer Identification Number from the IRS, which is free and usually issued immediately through the online application for U.S. applicants. You'll need the EIN to open a business bank account and to file taxes.

Step 6: Get a Delaware Business License

Anyone doing business in Delaware, including an LLC, needs a State of Delaware Business License from the Division of Revenue, generally about $75 a year for a first location. Delaware has no state or local sales tax, but it charges a gross receipts tax instead, from 0.0945% to 1.9914% depending on your business activity, filed monthly or quarterly with the Division of Revenue.

Step 7: Pay the Annual LLC Tax Every Year

Delaware LLCs file no annual report. Instead, every domestic LLC and every foreign LLC registered in Delaware owes a flat $400 annual tax, due on or before June 1 each year (increased from $300 effective January 1, 2026, under HB 400). Missing the deadline adds a $200 penalty plus 1.5% interest per month on the tax and penalty, and an LLC that doesn't pay loses good standing and can eventually have its certificate cancelled after three years of nonpayment.

If You'll Hire Employees

Before your first hire, register for unemployment insurance with the Delaware Department of Labor using Form UC-1, within 20 days of your first day of business.

Series LLCs and Other Entity Options

Delaware allows both protected series and registered series LLCs under its LLC Act, along with statutory public benefit LLCs. Each registered series pays its own $110 formation fee and its own $100 annual tax. Delaware's LLC Act has no separate professional LLC designation; a Delaware LLC may carry on any lawful business except banking, and licensed professionals still follow their own licensing board's rules.

Operating Outside Delaware Means a Second Registration

If your business actually operates in a state other than Delaware, that state will generally require your LLC to register there too, as a foreign LLC, with its own fee and its own registered agent. See our guide on Delaware LLC vs. home-state LLC for how to weigh that against forming directly in your home state.

An Operating Agreement Isn't Required but Is Worth Having

Delaware doesn't require a written operating agreement; the LLC Act allows one to be written, oral, or implied, adopted before, at, or after filing the Certificate of Formation (6 Del. C. § 18-201(d), § 18-101). Even though nothing is filed with the state, a written operating agreement is still worth having to document ownership percentages and management rules among members.

Keep the Annual Tax Deadline on Your Calendar

Because Delaware has no annual report to remind you of a filing, the June 1 annual tax deadline is easy to overlook, especially for an LLC that doesn't operate in Delaware day to day. Missing it adds a $200 penalty plus monthly interest and puts the LLC out of good standing.

This Isn't Tax Advice

How Delaware's gross receipts tax, business license, and the classification of your LLC's income interact with your home state's taxes depends on your specific situation. Talk to a tax professional, particularly if your LLC operates both in Delaware and elsewhere.

A DBA Is a Separate, Inexpensive Filing

If you want to operate under a name different from your LLC's legal name, register a trade name through Delaware One Stop with the Division of Revenue for $25. Since February 2, 2026, this is a single statewide filing that doesn't expire, rather than the county-level filing Delaware used before.

Expedited Service Is Worth It Only When You Actually Need the Speed

Paying $500 or $1,000 for 2-hour or 1-hour service makes sense if you're closing a deal or opening a bank account on a deadline, but most LLCs don't need same-day formation. Confirm whether your timeline genuinely requires expedited service before paying for it, since standard processing, while not guaranteed to a specific day, is free beyond the base $110 fee.