How to Form an LLC in Delaware
Delaware charges $110 to form an LLC, then $400 a year in a flat annual tax, and it has no annual report. Read the marketing carefully before you pay either figure. The Court of Chancery prestige story is a corporation story, the privacy here is narrower than the ads suggest, and an LLC that does not operate in Delaware still owes its home state everything it owed before.
Delaware at a glance
Filing fee: $110 for the Certificate of Formation, filed with the Delaware Division of Corporations. Recurring: No annual report at all. Instead, a flat annual tax of $400, due June 1 for the prior calendar year, with no proration. One warning: the tax was $300 until House Bill 400 (2026) raised it, so budget $400, not the $300 older pages still quote. Registered agent: required, with a physical address in Delaware. Every figure on this page was checked against the Delaware Division of Corporations' official site, the Delaware Code Online, and the Delaware Division of Revenue's official site on November 8, 2026.
The Delaware filing steps
Check your name on the state's own search
Search the Division of Corporations records before you file. Under Title 6, section 18-102, a Delaware LLC name must contain the words "Limited Liability Company" or the abbreviation "L.L.C." or the designation "LLC," and it must be such as to distinguish it upon the records in the office of the Secretary of State from the names of other entities on those records. One exception exists: an LLC may use a name that is not distinguishable from another entity's recorded name if that other entity consents in writing and the consent is filed with the Secretary of State. The name shall not contain the word "bank," or any variation of it, except in the narrow cases section 18-102 allows. A search does not reserve the name. To hold one, file a name reservation under section 18-103 for $75; it lasts 120 days and can be renewed for successive 120 day periods at $75 each.
Choose your registered agent
Delaware requires both, continuously, with no option to skip either one. Under section 18-104(a), each limited liability company shall have and maintain in the State of Delaware a registered office, which may but need not be a place of its business in Delaware, and a registered agent for service of process, having a business office identical with that registered office. The agent may be the LLC itself, an individual resident in Delaware, or a domestic or authorized foreign entity of the types section 18-104 lists, and the agent's address in any filed document must include street, number, city, and postal code. The agent must keep a generally open Delaware business office and may not perform its duties solely through a virtual office or a mail forwarding service. Two limits on the privacy pitch live here. The filed certificate is a public record under section 18-206(a)(4). And under section 18-104(g), the LLC must give its agent, and keep updated, the name, business address, and business telephone number of a natural person who is a member, manager, officer, employee, or designated agent as its communications contact; the agent holds that information even though it is not filed in the certificate. To change the agent or office, the LLC files a certificate of amendment changing only the registered office or registered agent for $50. If the agent resigns without a successor, the resignation takes effect 30 days after filing, and the LLC must designate a new agent within that period or its certificate of formation shall be canceled.
File the Certificate of Formation with the Division of Corporations
File the Certificate of Formation with the Division of Corporations. Entity forms are PDF fillable and may be submitted through the Division's Document Filing and Certificate Request Service, or by mail to Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901, with a cover sheet giving the entity name, a return address, and a phone number. The fee on the Division fee schedule revised August 1, 2026 is $110. The Division is plain that its online service is for submission only: Division staff review each document before it is filed, so do not expect instant self service formation. Under section 18-201(a), the certificate must state only the name of the LLC and the address of the registered office and the name and address of the registered agent, plus any other matters the members choose to include. It need not state member or manager names, ownership percentages, capital contributions, a business purpose, or a duration. Under section 18-201(b), the LLC is formed at the time of filing, or at a later date or time specified in the certificate if there has been substantial compliance. Expedited handling is optional and priced on the same schedule: same day adds $100, 24 hour adds $50, Priority 1 (1 hour) adds $1,000, and Priority 2 (2 hour) adds $500 per document or request.
Get an EIN from the IRS
Free, online, and takes minutes once your Delaware filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.
Write your operating agreement
Delaware calls this document the limited liability company agreement. Section 18-101(9) defines it as any agreement, written, oral or implied, of the members as to the affairs of the LLC and the conduct of its business, and a member, manager, or assignee is bound by it whether or not they execute it. Section 18-1101(b) states the policy outright: it is the policy of the chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements. Under section 18-1101(c), duties, including fiduciary duties, may be expanded, restricted, or eliminated by the agreement, provided the agreement may not eliminate the implied contractual covenant of good faith and fair dealing, and section 18-1101(e) allows the agreement to limit or eliminate liabilities except for a bad faith violation of that covenant. The agreement may be entered into before, after, or at the time of filing the certificate of formation under section 18-201(d). It is not filed with the Division of Corporations and carries no state fee. That freedom is the real Delaware LLC feature, and it cuts both ways: what your agreement says, Delaware will mostly enforce, so write it with care at formation.
Open the business bank account and handle licenses
Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. The Division of Corporations handles the entity record, not licensing, and Delaware issues no single statewide general business license through that Division. An LLC that actually operates in Delaware falls under the Division of Revenue's business license and gross receipts regime for the activity it carries on in Delaware; those charges are occupation based and receipts based, and no single flat figure exists to budget from. An LLC formed in Delaware but operating somewhere else has the reverse problem: its licenses, tax registrations, and foreign registration duties sit in the state where it actually operates, and forming in Delaware removes none of them.
Filing details that trip people up
- The annual tax is $400, raised from $300. House Bill 400 (2026) raised the tax. The Division of Corporations, the agency that collects it, states $400 on its current LLC tax pages, its fee schedule was revised August 1, 2026, and the Delaware Code Online text of section 18-1107(b) now reads $400 as well. Pages that quote $300 as the current tax are quoting the pre-raise rate.
- There is no annual report, and the $400 tax is not prorated. The Division states it directly: LLCs, LPs, and GPs are not required to file Annual Franchise Tax reports with the Division of Corporations. The March 1 annual report regime belongs to corporations. What an LLC owes instead is the flat annual tax under section 18-1107, due June 1 for the prior calendar year, assessed if the entity is active on the Division's records at any time during January 1 through December 31 of the tax year. An LLC formed in December owes the same full $400 for that year as one formed in January.
- Foreign LLCs pay $200, and the home state certificate is required. An out-of-state LLC registers with an application for registration for $200, and under section 18-902(2) it must also submit a certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of its home jurisdiction evidencing its existence. A registered foreign LLC then pays the same $400 annual tax, due June 1. Doing business in Delaware unregistered is expensive: the LLC may not maintain an action in Delaware until it registers and pays what it owes, and section 18-907(d) adds a fine of $200 for each year or part of a year it failed to register.
- A DBA is now a $25 statewide filing with the Division of Revenue, not a county filing. As of February 2, 2026, the Division of Revenue administers Delaware's statewide DBA registry through Delaware One Stop, rather than the individual county Prothonotary Offices. The fee under section 3103 is $25, the registration is statewide, DBAs do not expire and do not require renewal, and updates and cancellations through One Stop are free. A Delaware business license is required alongside every DBA registration. Our DBA guide covers the details.
- Closing costs $220, plus every annual tax through cancellation. A Certificate of Cancellation is $220 on the current schedule, plus $50 for each registered series named in it, and the schedule conditions the filing on the annual taxes to cancel: section 18-1107(c) makes the final year's tax due upon cancellation, with no proration. An LLC that was canceled for nonpayment can be revived for $220 plus the annual tax and all penalties and interest due at the time of cancellation, under section 18-1109.
After your Delaware LLC is approved
Get the EIN, open the business bank account, and set the one recurring reminder Delaware runs on: the $400 annual tax, due June 1 every year for the prior calendar year, with the Division mailing the tax statement to your registered agent at least 60 days before June 1. There is no annual report to file alongside it. Keep the registered agent and office current, since a change costs only $50 and losing the agent can end in cancellation. And if the business actually operates in another state, register there as a foreign LLC and budget that state's charges on top of Delaware's $400, because Delaware formation does not replace them.
The full recurring picture for Delaware, with fees and due dates, is on the Delaware annual report and compliance page, and the money view is on the Delaware LLC cost page.
Delaware LLC questions
Does a Delaware LLC file an annual report?
No. The Division of Corporations states that LLCs, LPs, and GPs are not required to file Annual Franchise Tax reports. What a Delaware LLC files instead is nothing, and what it pays is a flat annual tax of $400, due June 1. See the Delaware annual tax page.
Is the Delaware LLC annual tax $300 or $400?
$400. House Bill 400 (2026) raised the tax from $300, and both the Division of Corporations tax pages and the Delaware Code Online text of section 18-1107(b) now read $400. Pages quoting $300 are carrying the pre-raise rate. Budget $400.
If I form in Delaware but operate in another state, do I still owe that state?
Yes. A Delaware LLC doing business in another state must register there as a foreign LLC and meet that state's fees, reports, and taxes, on top of Delaware's $110 formation fee and $400 annual tax. Delaware's Court of Chancery story is a corporation story; Chapter 18 routes only specified LLC matters there, such as derivative actions under section 18-1001. For a small LLC that never operates in Delaware, forming there usually means paying two states instead of one.
Does a Delaware LLC file a BOI report?
No. US-formed companies are exempt under the federal final rule of August 14, 2026. See the BOI tracker.
General Information Only
LLCForming publishes general information about forming and running an LLC. It is not legal, tax, or accounting advice, and it does not create an attorney or advisor relationship. Rules vary by state and by your situation. For a decision that matters, talk to a licensed attorney or tax professional in your state.