Delaware LLC Requirements

Updated for 2026 · Official Secretary of State Website

Delaware is the most popular state for business incorporation in the US, with over 1.9 million entities registered there — more than its population. Its Court of Chancery, which specializes exclusively in business law, provides predictable legal outcomes that large companies value. For small LLCs, Delaware's main advantage is privacy (no member/manager names on public filings), but the $300 annual franchise tax and need for a registered agent if you're out of state add costs.

Filing Fee

$90

One-time state fee

Annual Fee

$300

Per year

Processing

1-3 business days

Online filing

Deadline

June 1

Annual report due

Above Average Cost

While the $90 filing fee is reasonable, Delaware's $300 annual franchise tax puts ongoing costs well above the national average. Out-of-state filers also pay for a registered agent ($50-$300/year).

Notable Facts About Delaware LLCs

More than 60% of Fortune 500 companies are incorporated in Delaware
Delaware's Court of Chancery handles business disputes without juries, providing faster, more predictable rulings
LLC members' and managers' names are not required on public formation documents
If you form in Delaware but operate elsewhere, you'll need to register as a foreign LLC in your home state too

Tax Information for Delaware LLCs

Delaware has no sales tax and no state income tax on LLCs that don't operate within Delaware. The $300 annual franchise tax applies to all LLCs regardless of where they do business. Delaware does not tax out-of-state income for pass-through entities, which is why many non-Delaware businesses incorporate there.

Formation Steps

1

Choose a Name for Your LLC
Select a unique business name that complies with Delaware naming requirements. The name must include "LLC" or "Limited Liability Company" and cannot be the same as an existing registered business in Delaware.
2

Appoint a Registered Agent
Designate a registered agent with a physical address in Delaware who can receive legal documents and official correspondence on behalf of your LLC.
3

File Articles of Organization
Submit your Articles of Organization (also called a Certificate of Formation in some states) to the Delaware Secretary of State. This is the official document that creates your LLC.
4

Create an Operating Agreement
Draft an operating agreement that outlines ownership percentages, member roles, profit distribution, and management structure of your LLC. While not always legally required, it is strongly recommended.
5

Get an EIN from the IRS
Apply for a free Employer Identification Number (EIN) from the IRS. You'll need this for opening a business bank account, hiring employees, and filing taxes.
6

Open a Business Bank Account
Open a dedicated business bank account to keep your personal and business finances separate. This helps maintain your LLC's liability protection.
7

File Annual Reports
Delaware requires periodic reports due by June 1. The filing fee is $300. Mark your calendar to avoid late fees or administrative dissolution.

Visit Official SOS Website

Annual Report Details

Fee: $300

Deadline: June 1

LLC Annual Franchise Tax of $300 due by June 1 each year. $200 late penalty plus 1.5% monthly interest if missed.

Called 'Annual Franchise Tax'. $300 flat fee for LLCs. No annual report form required for LLCs; just pay the tax.

Need a Registered Agent in Delaware?

Every Delaware LLC must have a registered agent with a physical address in the state. A registered agent service ensures you never miss important legal documents or compliance deadlines.

Compare Registered Agent Services

Frequently Asked Questions

How much does it cost to form an LLC in Delaware?

The state filing fee to form an LLC in Delaware is $90 for the Certificate of Formation. This cost is above average compared to other states. Additional costs may include a registered agent service ($50-$300/year) and an operating agreement if you hire an attorney.

What is the annual cost of an LLC in Delaware?

Delaware charges $300 for its periodic reporting requirement, due June 1. Called 'Annual Franchise Tax'. $300 flat fee for LLCs. No annual report form required for LLCs; just pay the tax. While the $90 filing fee is reasonable, Delaware's $300 annual franchise tax puts ongoing costs well above the national average. Out-of-state filers also pay for a registered agent ($50-$300/year).

How long does it take to form an LLC in Delaware?

Online filing in Delaware typically takes 1-3 business days. You'll need to file Certificate of Formation with the state. Processing times may vary based on filing volume and the time of year.

Do I need a registered agent in Delaware?

Yes, Delaware requires every LLC to have a registered agent with a physical street address in the state. The registered agent receives legal documents, tax notices, and official government correspondence on behalf of your LLC.

What taxes does a Delaware LLC pay?

Does Delaware require an operating agreement for LLCs?

While not all states legally require an operating agreement, it is strongly recommended for every LLC in Delaware. An operating agreement defines ownership structure, member roles, and how the business will be managed. Without one, your LLC will be governed by Delaware's default LLC laws.