Forming an LLC in Delaware

What is different about forming an LLC in Delaware

A Delaware LLC's recurring obligation to the Division of Corporations is a payment rather than a filing. Every domestic LLC pays a flat annual tax of $400 and files no annual report of any kind (6 Del. C. § 18-1107(b); Division of Corporations annual tax instructions). The tax is not prorated: it is assessed if the entity is active in the Division's records at any time from January 1 through December 31 of the tax year.

The formation document is short. Section 18-201(a) asks for the name of the limited liability company, the address of the registered office, the name and address of the registered agent, and any other matters the members determine to include. No member name, manager name, business purpose or principal business address is required, and the state's template has only two numbered articles, so none of that information reaches the state record.

The Division of Corporations also does not offer direct online filing of entity documents, and it publishes no standard processing time for regular work.

Filing the Certificate of Formation

The Certificate of Formation is filed with the Delaware Division of Corporations, part of the Delaware Department of State. The fee is $110.00, which the Division states equals the filing fee plus the municipality fee; the statutory component is $70 under § 18-1105(a)(3). The Division publishes a fillable template that its forms index says is "to be used as a template only." An authorized person signs the certificate under § 18-204. The filer receives a stamped "Filed" copy, and a certified copy costs an additional $50.00. Under § 18-201(b) the LLC is formed when the initial certificate is filed, or at any later date or time specified in it.

How a filing reaches the Division

Documents are uploaded through the Document Filing and Certificate Request Service or mailed. The Division says that service "is for submission only" and "does not provide for direct online filing or retrieval of business entity documents and certificates." It does not calculate fees, so the filer works out the amount due, and a card or ACH account is charged when the order is processed. Mail goes to the Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901. In-person visits are by appointment only at 302-739-3077, where check is the preferred payment method.

Processing time and expedited service

Delaware publishes no turnaround figure for regular filings. The Division's FAQ says processing time for regular, non-expedited work "varies based upon the volume of items received by our office" and invites a filer, before submitting, to contact the office "to find out what date is currently being processed for regular work."

Expedited fees are in addition to the filing fee. The Division posts One Hour Service at $1,000.00 for filings received by 9:00 pm EST or EDT, Two Hour Service at $500.00 by 7:00 pm, Same Day Service from $100.00 to $200 for filings received before 2:00 pm, and Next Day Service from $50.00 to $100 by 7:00 pm. For a domestic LLC formation, the fee schedule revised August 1, 2026 lists Same Day at $100.00 and 24-Hour at $50.00. Preclearance of a document before filing is $350.

Naming a Delaware LLC

Under § 18-102(1) the name "shall contain the words 'Limited Liability Company' or the abbreviation 'L.L.C.' or the designation 'LLC'." That designator is the only mandatory element; § 18-102(4) separately lists words a name may contain, among them "Company," "Association," "Foundation," "Limited" and "Public Benefit."

Section 18-102(3) requires the name to be distinguishable on the records of the Secretary of State from every reserved, registered, formed, organized or qualified Delaware or foreign entity of the kinds it lists, unless the other entity gives written consent that is filed with the Secretary of State. Section 18-102(5) restricts "bank," or any variation of it, unless the entity is supervised by the State Bank Commissioner, is a subsidiary of a bank or savings association, or is regulated under the federal banking statutes the subsection names.

Availability is checked through the entity name search at icis.corp.delaware.gov. Reservation is optional: $75.00 holds a name for 120 days, renewable by the same applicant for successive 120-day periods (§ 18-103(b); § 18-1105(a)(1)). All transactions on the reservation site are non-refundable.

Registered agent and registered office

Section 18-104(a) requires each LLC to have and maintain in Delaware a registered office, which need not be a place of business, and a registered agent for service of process whose business office is identical with that office. The agent may be the LLC itself, an individual resident in Delaware, or a domestic or foreign business entity of the kinds the section lists. The Division states that the agent "must have a physical street address in Delaware."

Section 18-104(e)(2) prohibits an agent from performing its duties "solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both." The agent must forward the annual tax statement described in § 18-1107. The LLC in turn must give its agent, and keep current, the name, business address and business telephone number of a natural person authorized to receive communications from the agent; that information "shall not be deemed public," and the agent may resign if it is not supplied (§ 18-104(g)).

A certificate of amendment captioned as changing only the registered office or agent costs $50.00. An agent may resign without naming a successor, effective 30 days after filing, and if the LLC designates no new agent within those 30 days its certificate of formation is canceled. The Delaware registered agent page has more.

The annual tax

Section 18-1107(b) sets the annual tax for every domestic LLC and every foreign LLC registered to do business in Delaware at $400, and $100 for each registered series. The amount rose from $300 under House Bill 400 as amended by House Amendment No. 2, 85 Del. Laws, c. 273, § 23, approved May 21, 2026. Section 45 of that Act gives Section 23 an effective date of January 1, 2026, while the Act's fee sections took effect August 1, 2026.

The tax is due on or before June 1 following the close of the calendar year, or upon cancellation of the certificate of formation (§ 18-1107(c)). For a new LLC the state form puts the first payment on June 1 of the year following the close of the calendar year in which the Certificate of Formation becomes effective. The Secretary of State mails an annual statement in care of the Delaware registered agent at least 60 days before June 1 (§ 18-1107(d)). Payment runs through the Division's Pay Business Entity Tax application, which requires ACH debit for transactions over $5,000.00.

Missing the date costs a penalty of $200.00 plus 1.5% interest per month on tax and penalty. The LLC then ceases to be in good standing, as do its registered series. Until the tax is paid, the Secretary of State accepts no further certificate under chapter 18 and issues no certificate of good standing, and the LLC may not maintain any action, suit or proceeding in a Delaware court (§ 18-1107(h), (k), (l)). Contracts, deeds, mortgages, security interests and liens stay valid, the LLC may still defend a suit, and members and managers are not personally liable for the tax (§ 18-1107(m), (n)). Good standing returns on payment of the tax with all penalties and interest for each year missed.

If the tax goes unpaid for three years from its due date, the certificate of formation is canceled on the third anniversary of that due date (§ 18-1108(a)). Revival takes a certificate of revival, the § 18-1105(a)(3) fee, and all tax, penalties and interest due at cancellation (§ 18-1109(a)). The Division's fee for Revival of Domestic LLC is $220.00.

The limited liability company agreement

Delaware treats the operating agreement as a defined statutory term. Section 18-101(9) covers any agreement "written, oral or implied" of the member or members as to the affairs of the LLC and the conduct of its business. Members, managers and assignees are bound whether or not they execute it, and it is not subject to any statute of frauds. An agreement of an LLC having only one member is not unenforceable by reason of there being only one party. Section 18-201(d) allows it to be entered into before, after or at the time the certificate of formation is filed, and nothing in chapter 18 requires it to be filed with the Secretary of State. Under § 18-1101(c) duties including fiduciary duties "may be expanded or restricted or eliminated" by the agreement, except that the implied contractual covenant of good faith and fair dealing may not be eliminated. General drafting points sit in the operating agreement guide.

EIN

An EIN comes from the IRS rather than from any Delaware agency. The EIN guide covers the application steps.

Delaware taxes and licensing

Delaware has no state or local sales tax. It does impose a gross receipts tax levied on the seller of goods or the provider of services rather than on the consumer, calculated on total gross revenues regardless of source, with no deductions for costs of goods sold, labor, interest, discounts, delivery, taxes or any other expenses. Rates run from .0945% to 1.9914%, or a variable rate on petroleum products as high as 2.4218%, depending on the business activity. Most businesses are entitled to an exclusion, which generally starts at $100,000 per month and can reach $1,250,000. All new businesses are automatically set up as quarterly filers.

An LLC is classified for Delaware income tax in the same manner as for federal income tax, and no separate state election is allowed. A single-member disregarded entity files no Delaware return. The Delaware LLC taxes page goes further into these filings.

Any person or entity conducting a trade or business in Delaware must obtain a business license from the Division of Revenue when business commences, including entities located in Delaware that conduct their business outside the state. The rate is generally $75.00 for a first location, a separate license is required for each separate business activity, and most licenses expire each December 31. Registration runs through the One Stop Business Licensing and Registration Service, and permanent licenses are generally sent within 10 working days. Since February 2, 2026 the Division of Revenue has also administered Delaware's statewide DBA registry through onestop.delaware.gov rather than individual county Prothonotary offices, at a fee of $25.

Other filings and certificates

A Certificate of Amendment for a domestic LLC is $220.00 on the fee schedule revised August 1, 2026. Winding up ends with a Certificate of Cancellation under § 18-203(a) at $220.00, plus $50.00 for each registered series named, and § 18-1107(c) requires the full annual tax for the calendar year in which the certificate becomes effective to be paid before it is filed. The Delaware dissolution page covers that sequence. A foreign LLC registers with a Certificate of Registration at $200.00 under § 18-1105(a)(6), described on the foreign LLC page. Once a certificate of formation is canceled, § 18-203(c) bars a certificate of good standing. The governing statute is the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, ch. 18 (§ 18-1102).

Frequently asked questions

How much is the Delaware LLC annual tax?

$400, due on or before June 1 following the close of the calendar year. The amount is set by 6 Del. C. § 18-1107(b) and took effect January 1, 2026. A Delaware LLC files no annual report with the annual tax.

Can a Delaware Certificate of Formation be filed online?

No. The Division of Corporations states that its Document Filing and Certificate Request Service is for submission only and does not provide for direct online filing. A Certificate of Formation is uploaded through that service or mailed to the Division in Dover.

How long does the Delaware Division of Corporations take to process a filing?

The Division publishes no turnaround figure for regular work. Its FAQ says processing time varies with the volume of items received and invites filers to contact the office before submitting to find out what date is currently being processed.

Does a Delaware Certificate of Formation name the members of the LLC?

No. Section 18-201(a) requires the company name, the registered office address, and the registered agent's name and address. No member name, manager name, business purpose or principal business address is required.

What happens if a Delaware LLC misses the June 1 annual tax?

A $200 penalty applies plus 1.5% interest per month on tax and penalty, and the LLC ceases to be in good standing. If the tax stays unpaid for three years from its due date, the certificate of formation is canceled on the third anniversary of that due date.