Learn the steps to form an LLC in Delaware – from choosing your name to filing your Certificate of Formation. $1 + $110 state fee. Start today.
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Filing fee: $110 (Certificate of Formation)
Processing time: About 10 business days for standard filings, online or by mail; 24-hour ($50) and same-day ($100) expedited options
State agency: Delaware Division of Corporations
Annual LLC tax due: June 1 every year ($400 flat tax). Delaware LLCs file no annual report – the tax is the only recurring state filing. Late payment adds a $200 penalty plus 1.5% monthly interest.
State tax rate: No statewide sales tax, and no Delaware income tax for members who live outside Delaware when the LLC operates outside the state; a Delaware business license ($75/year) and gross receipts tax apply only if you do business in Delaware
Start your U.S. business journey today. Form your company with confidence and let Brio handle the paperwork.
Forming an LLC in Delaware takes 5 steps: choose and check your business name, appoint a Registered Agent with a physical Delaware address, file a Certificate of Formation online or by mail, draft an operating agreement, and get an Employer Identification Number (EIN) from the IRS. The state filing fee is $110.
Delaware is the country’s leading legal home for businesses — most Fortune 500 companies are incorporated there. Its LLC Act gives owners wide freedom of contract, its Court of Chancery resolves business disputes quickly, and members’ names stay off public filings. An LLC gives you personal liability protection and pass-through taxation without the administrative overhead of a corporation.
Delaware also keeps ongoing paperwork light: there’s no annual report for LLCs — just a flat $400 annual tax due June 1 — and no statewide sales tax. If you live outside Delaware and your LLC doesn’t operate there, there’s no Delaware income tax on your pass-through income either. One trade-off: if you run the business from another state, you’ll usually need to register there as a foreign LLC as well.
Unlike some states, Delaware doesn’t require you to reserve your name before filing — you simply claim it when you file your Certificate of Formation. If you’re not ready to file yet, you can optionally reserve a name online through the Division of Corporations. The fee is $75, and the reservation holds your name for 120 days.
Your LLC name must be distinguishable from other registered businesses in Delaware and must include a designator like “Limited Liability Company,” “LLC,” or “L.L.C.” Check the Division of Corporations’ entity name search before you file to avoid a rejection.
Every Delaware LLC must have a registered agent — a person or entity designated to receive legal notices and government documents on behalf of the business. The agent must have a physical street address in Delaware (a P.O. box doesn’t count) and be available during regular business hours.
You can serve as your own registered agent if you have a physical Delaware address and can be there during business hours. Since most Delaware LLCs are formed by owners who live elsewhere, a professional registered agent service is the usual choice — it satisfies the in-state address requirement and keeps your personal address off public records.
The Certificate of Formation is the document that legally creates your Delaware LLC. You file it with the Delaware Division of Corporations — online through the state’s eCorp document upload service or by mail. Standard processing takes about 10 business days either way; for an extra $50 the state will process your filing within 24 hours.
The Certificate is short: it must include your LLC’s name and your registered agent’s name and Delaware street address, signed by an authorized person. Members and managers aren’t listed, which is why Delaware filings stay private. The state filing fee is $110.
Delaware doesn’t require you to file an operating agreement with the state, but you should have one. It’s the internal document that defines how your LLC is managed — who owns what, how profits are distributed, and how decisions get made. Delaware’s LLC Act is built around freedom of contract, so without a written agreement the default statutes fill in the gaps, which may not reflect what you actually want.
Your operating agreement should specify whether the LLC is member-managed or manager-managed. In a member-managed LLC, all owners share day-to-day authority. In a manager-managed LLC, a designated manager handles operations while other members retain economic rights. A written agreement is the version that holds up when disputes arise.
An Employer Identification Number (EIN) is a 9-digit federal tax ID issued by the IRS. Your Delaware LLC needs one to open a business bank account, hire employees, and file federal taxes. Applying online at irs.gov is free and issues your EIN immediately after you complete the application.
To use the IRS online application, the responsible party must have a valid Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN), and the business must have its principal place of business in the United States. The IRS does not charge a fee for issuing an EIN.
Delaware LLCs don’t file an annual report — the state’s one recurring requirement is a flat $400 annual LLC tax, due June 1 every year and payable online through the Division of Corporations. Your first payment is due June 1 of the year after your LLC is formed, and the $300 is owed whether or not the LLC did any business.
Miss the June 1 deadline and the state adds a $200 penalty plus 1.5% monthly interest, and your LLC falls out of good standing. If you actually do business in Delaware, you’ll also need a state business license from the Division of Revenue ($75 per year) and to file gross receipts tax; LLCs operating only in other states skip both, but usually need to register as a foreign LLC at home.
The required Delaware state fee is $110 to file the Certificate of Formation with the Division of Corporations. Every LLC then owes a flat $400 annual tax each June 1, and reserving your name before filing is optional at $75. If you do business in Delaware itself, add a $75-per-year state business license. There’s no additional state fee to get your EIN; the IRS issues EINs for free.
Yes. Delaware allows a single person to form and own an LLC – this is called a single-member LLC. You can complete the Certificate of Formation filing online through the Division of Corporations without an attorney. You’ll still need to appoint a registered agent with a physical Delaware address, but that can be yourself if you live in the state.
No. Delaware charges a $110 Certificate of Formation fee – that’s a required state fee you can’t avoid. What you can avoid is paying extra for formation help. We handle your Delaware LLC filing for $1; you only pay the required state fees.
No – Delaware LLCs never file an annual report. Instead, every LLC pays a flat $400 annual tax, due June 1 each year starting the year after formation. Pay late and the state adds a $200 penalty plus 1.5% interest per month, and your LLC loses good standing. With no report cycle to prompt you, it’s worth putting June 1 on your calendar now.
Yes, every Delaware LLC is required to have a registered agent. A registered agent is a person or entity that receives legal notices and official government documents on behalf of your LLC. The agent must have a physical street address in Delaware (not a P.O. box) and be available during regular business hours. You can serve as your own registered agent if you live in Delaware; most out-of-state owners use a professional service.
The mistakes that come up most often are missing the June 1 annual tax – with no annual report to trigger a reminder, the $300 payment is easy to forget until the $200 penalty lands – and skipping foreign registration in the state where you actually operate. Others include using a P.O. box for the registered agent address (not allowed), doing business in Delaware without the $75-per-year state business license, and not having a written operating agreement.
Standard processing at the Division of Corporations takes about 10 business days – roughly 2-3 weeks total for online filings and 3-4 weeks by mail once transit time is added. If speed matters, Delaware sells it: $50 for 24-hour processing, $100 for same-day, $500 for 2-hour, and $1,000 for 1-hour service.
Thinking about another state? Compare Wyoming, Texas, Florida and California — or browse all 50 state guides.
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