How to Form an LLC in Delaware (2026)
Reviewed by DocDraft Legal Team · Delaware · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in Delaware means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In Delaware you create an LLC by filing the Certificate of Formation with the Secretary of State, Division of Corporations, and paying a $90 filing fee. Two features make Delaware different from most states. First, Delaware does not require LLCs to file an annual report, so there is no yearly information statement to submit. Second, every Delaware LLC owes a flat $400 annual LLC tax, due by June 1 each year, regardless of income or activity. Delaware LLCs are governed by the Delaware Limited Liability Company Act at Title 6, Chapter 18 of the Delaware Code. This guide explains what an LLC is, the exact Delaware steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in Delaware
Where are you in forming your LLC?
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How do you form an LLC in Delaware?
File the Certificate of Formation with the Delaware Secretary of State, Division of Corporations, and pay the $90 filing fee. You must name and continuously maintain a registered agent with a physical Delaware address. Once the Division of Corporations files the certificate, the LLC legally exists and can operate.
What is the Delaware annual LLC tax?
Every Delaware LLC owes a flat $400 annual LLC tax to the Division of Corporations, due by June 1 each year. The tax is the same amount for all LLCs and applies whether or not the company makes money. It is a fixed charge, not a franchise tax tied to shares or assets like the one Delaware corporations pay.
Does a Delaware LLC have to file an annual report?
No. Delaware does not require an LLC to file an annual report or information statement. Unlike many states, there is no yearly form listing members, managers, or the company address. The main recurring obligation is the flat $400 annual LLC tax, due by June 1, plus keeping a registered agent on file.
Does Delaware require newspaper publication to form an LLC?
No. Delaware does not require an LLC to publish notice of its formation in a newspaper. This differs from New York, Arizona, and Nebraska, where publication is a condition of forming or operating. In Delaware the Certificate of Formation filing with the Division of Corporations completes formation, with no separate publication step.
Delaware LLC formation at a glance
You form a Delaware LLC by filing the Certificate of Formation with the Secretary of State, Division of Corporations, for a $90 filing fee. What sets Delaware apart is its light ongoing paperwork paired with a fixed annual charge. Delaware does not require LLCs to file an annual report, so there is no yearly information statement listing members or managers. Instead, every Delaware LLC owes a flat $400 annual LLC tax, due by June 1 each year, and the amount is the same for every LLC regardless of income or size. This is different from the graduated franchise tax Delaware imposes on corporations. Every Delaware LLC must name and continuously maintain a registered agent with a physical Delaware street address to receive legal papers and official mail. Delaware does not require newspaper publication. You can reserve a company name before filing for a $75 fee. The governing statute is the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code, sections 18-101 and following.
Forming a two-owner Delaware LLC, step by step
Suppose two friends want to open a small consulting firm as a Delaware LLC. First they search the Division of Corporations name database to confirm their name is available and includes a designator such as LLC, and they can reserve the name for a $75 fee while they prepare paperwork. Next they appoint a registered agent with a physical Delaware address who can accept legal papers during business hours. Because neither owner lives in Delaware, they hire a commercial registered agent service in the state. They then file the Certificate of Formation with the Division of Corporations and pay the $90 filing fee. The LLC legally exists once the Division files it. Because they have two members, they write an operating agreement setting each owner's percentage and how profits split, taking advantage of Delaware's broad contract freedom, even though the state does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Finally they calendar the flat $400 annual LLC tax, due by June 1 each year. Delaware does not require an annual report, so once the tax is scheduled and the registered agent stays in place, their ongoing state paperwork is minimal.
Relevant Laws
Delaware Limited Liability Company Act (6 Del. C. ch. 18, §§ 18-101 et seq.)
The Delaware LLC Act governs the formation, management, and dissolution of every Delaware LLC. It sets who may form an LLC, the required contents of the Certificate of Formation, the registered-agent requirement, and the default rules for member-managed and manager-managed companies. Delaware's act is widely used and gives members broad freedom to set their own terms by contract in the operating agreement.
6 Del. C. § 18-201 (Certificate of Formation)
Requires an LLC to be formed by filing a Certificate of Formation with the Delaware Secretary of State, Division of Corporations. The certificate states the LLC's name and the name and address of its registered agent in Delaware. The LLC exists when the certificate is filed, or at a later effective date stated in the certificate. The filing fee is $90.
6 Del. C. § 18-104 (Registered agent)
Requires every Delaware LLC to name and continuously maintain a registered agent in Delaware to accept service of process and official notices. The agent must have a physical Delaware business address, and can be an individual resident or a company authorized to act as a registered agent. The agent's name and address appear on the Certificate of Formation.
6 Del. C. § 18-1107 (Annual $400 LLC tax)
Imposes a flat annual tax of $400 on every domestic LLC formed under the Delaware LLC Act. The tax is a fixed amount for all LLCs, does not vary with income, and is due by June 1 each year. It is collected by the Division of Corporations. This is separate from the graduated franchise tax that applies to Delaware corporations rather than LLCs.
6 Del. C. § 18-101(9) (Operating agreement)
Recognizes the LLC agreement, commonly called the operating agreement, as the contract among members governing the company. Delaware gives members broad freedom to set ownership, profit splits, management, and exit rules by agreement. The agreement is not filed with the state, and it controls how the LLC runs and overrides the act's default rules where the members have agreed otherwise.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member Delaware LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from Delaware's $400 annual LLC tax, which applies either way.
Regional Variances
How forming an LLC in Delaware differs from other states
Flat $400 annual LLC tax, due June 1
This is the headline recurring cost. Every Delaware LLC owes a flat $400 annual LLC tax, the same for all companies regardless of income, due by June 1 each year. Many states charge a smaller annual report fee or no annual charge at all, so Delaware's fixed $400 is higher than a lot of states even though its one-time $90 filing fee is modest.
No annual report requirement
Delaware does not require LLCs to file an annual report or information statement. Most states make LLCs file a yearly or biennial report listing members, managers, or the company address. In Delaware the only regular obligations are paying the $400 annual tax and keeping a registered agent, which means less paperwork but no built-in reminder to update records.
No newspaper publication requirement
Delaware does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. A Delaware LLC is complete once the Division of Corporations files the Certificate of Formation, with no publication step.
Certificate of Formation and filing office
Delaware uses the Certificate of Formation, filed with the Secretary of State, Division of Corporations. Some states call the document the Articles of Organization and route filings through a Secretary of State's business division or a Department of State. The Delaware certificate is short and mainly names the LLC and its registered agent.
Strong operating-agreement freedom
The Delaware LLC Act gives members broad freedom to set their own rules by contract in the operating agreement, which is one reason many companies choose Delaware. Some states impose more mandatory terms. In Delaware the operating agreement is not filed with the state, but it carries significant weight in defining how the company is owned and run.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the Delaware Division of Corporations name database to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Division for a $75 fee while you prepare your Certificate of Formation.
Appoint a Delaware registered agent
Before filing days after startingDelaware requires a registered agent with a physical Delaware street address who is available during business hours to accept legal documents. Decide whether you (if you have a Delaware address) or a commercial registered agent service will serve. You will name the agent on the Certificate of Formation, so settle this first.
File the Certificate of Formation with the Division of Corporations
To create the LLC days after startingFile the Certificate of Formation with the Delaware Secretary of State, Division of Corporations, and pay the $90 filing fee. The LLC legally exists only once the Division files it. Keep the filed certificate as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. Delaware's LLC act gives members broad freedom to set their own terms by agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
Pay the flat $400 annual LLC tax by June 1
By June 1 each year days after startingEvery Delaware LLC owes a flat $400 annual LLC tax to the Division of Corporations, the same amount for all LLCs regardless of income, due by June 1 each year. Pay it online through the Division. Late payment triggers a penalty plus interest and can put the LLC out of good standing, so calendar the June 1 deadline.
Keep your registered agent current
Ongoing days after startingDelaware requires you to continuously maintain a registered agent with a physical Delaware address for as long as the LLC exists. If your agent resigns or your commercial agent service lapses, update the record promptly. Losing your registered agent can lead the state to move against the LLC's good standing, since the agent is how legal papers reach the company.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the Delaware Division of Corporations name database to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Division for a $75 fee while you prepare your Certificate of Formation. | - | Before filing |
| Appoint a Delaware registered agent | Delaware requires a registered agent with a physical Delaware street address who is available during business hours to accept legal documents. Decide whether you (if you have a Delaware address) or a commercial registered agent service will serve. You will name the agent on the Certificate of Formation, so settle this first. | - | Before filing |
| File the Certificate of Formation with the Division of Corporations | File the Certificate of Formation with the Delaware Secretary of State, Division of Corporations, and pay the $90 filing fee. The LLC legally exists only once the Division files it. Keep the filed certificate as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. Delaware's LLC act gives members broad freedom to set their own terms by agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| Pay the flat $400 annual LLC tax by June 1 | Every Delaware LLC owes a flat $400 annual LLC tax to the Division of Corporations, the same amount for all LLCs regardless of income, due by June 1 each year. Pay it online through the Division. Late payment triggers a penalty plus interest and can put the LLC out of good standing, so calendar the June 1 deadline. | - | By June 1 each year |
| Keep your registered agent current | Delaware requires you to continuously maintain a registered agent with a physical Delaware address for as long as the LLC exists. If your agent resigns or your commercial agent service lapses, update the record promptly. Losing your registered agent can lead the state to move against the LLC's good standing, since the agent is how legal papers reach the company. | - | Ongoing |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that legally separates the company from its owners, called members. Members are generally not personally liable for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or savings for a business obligation. In Delaware, LLCs are created under the Delaware Limited Liability Company Act at Title 6, Chapter 18 of the Delaware Code, which pairs liability protection with pass-through taxation and broad freedom to set the company's rules by agreement.
You file the Certificate of Formation with the Delaware Secretary of State, Division of Corporations, and pay a one-time $90 filing fee. The certificate is short: it names the LLC and lists its Delaware registered agent. Your LLC legally exists only once the Division files the certificate, not when you submit it, so keep the filed copy as proof of formation.
Not the graduated franchise tax Delaware imposes on corporations. Instead, every Delaware LLC owes a flat $400 annual tax, the same amount for every company regardless of income, shares, or assets. This fixed charge is what people often loosely call the Delaware LLC franchise tax, but it does not scale with the business. It is collected by the Division of Corporations and applies whether or not the LLC makes money.
The flat $400 annual tax is due by June 1 each year and is paid online to the Division of Corporations. Late payment triggers a penalty plus interest, and an LLC that keeps missing it can lose its good standing in Delaware. Because Delaware sends no annual report reminder, calendar the June 1 date when you form so the tax does not slip.
Yes. You can reserve an available name with the Delaware Division of Corporations for a $75 fee while you prepare your Certificate of Formation. First search the Division's name database to confirm the name is not already taken and that it includes a required designator such as LLC or Limited Liability Company. Reserving holds the name so another filer cannot claim it before you file.
Yes. The Delaware LLC Act requires every LLC to name and continuously maintain a registered agent with a physical Delaware street address who can accept lawsuits and official state mail during business hours. You can serve as your own agent only if you have a Delaware address, so many out-of-state owners hire a commercial registered agent service. The agent's name and address appear on the Certificate of Formation.
For federal tax, yes. By default the IRS treats a single-member Delaware LLC as a disregarded entity taxed like a sole proprietorship, and a multi-member LLC as a partnership, with income passing through to the owners. Either can instead elect S or C corporation treatment. This federal choice is separate from Delaware's flat $400 annual tax, which every Delaware LLC owes regardless of how many members it has. Attorney review of your setup is available through DocDraft.
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