How to Form a Delaware LLC: A 2026 Filing Walk-Through

A Delaware LLC starts with one document, filed as of 2026 with the Delaware Division of Corporations for $110: the Certificate of Formation. You don’t have to live in Delaware, or even visit. The surprise for first-timers is what’s missing: Delaware skips the Articles of Organization label and the yearly report other states demand. Instead you get a flat $300 a year and an in-state registered agent.

How to start a Delaware LLC: filing your Certificate of Formation step by step

There’s a right order to how to start an LLC in Delaware, and it runs six steps. Out of sequence, you’ll backtrack, so keep it simple: company, EIN, then bank account.

Step 1: Name your Delaware LLC and clear it on the state records

A Delaware name must include “LLC,” “L.L.C.,” or “Limited Liability Company,” and be distinguishable from every entity already on the state’s records. Delaware also blocks “bank” and similar words without a license. Run yours through the Delaware business entity records first; reserving it for 120 days costs $75, which most owners skip.

Step 2: Appoint a Delaware registered agent with a physical address

Every Delaware LLC needs a Delaware registered agent with a physical street address in the state, not a P.O. box or a virtual office, which Delaware law rules out. You can serve as your own agent only with a real Delaware address that’s open in business hours, so non-residents almost always hire one. A registered agent in Delaware takes service of process and forwards your state mail.

Step 3: File the Certificate of Formation with the Division of Corporations

Delaware calls this document the Certificate of Formation, not Articles of Organization. It lists the LLC name, the registered office, and the registered agent, signed by an authorized person. You file it with the Division of Corporations through eCorp Document Filing, or by mail with a Filing Cover Memo.

The fee is $110, listed on Delaware’s published fee schedule, and Delaware names no standard turnaround for regular filings. Expedite stacks on top, from $50 for next-day up to $1,000 for one-hour, with two-hour service at $500. Before you promise a date, check how long a Delaware LLC really takes.

Step 4: Put your Delaware LLC agreement in writing

Delaware recognizes a limited liability company agreement that’s written, oral, or even implied, and it never gets filed with the state. Lean on the oral version and the first ownership fight is where it cracks. Put it in writing: name the members, set member-managed or manager-managed control, and define ownership and profit splits. A clean Delaware operating agreement is what banks ask for at account opening.

Step 5: Get your EIN from the IRS

Form the LLC first, then get your EIN, since the IRS issues the number only once the entity exists. Applying directly with the IRS is free and usually issues online right away, while owners abroad use Form SS-4 by phone, fax, or mail. A single-member LLC is taxed as a sole proprietor by default and a multi-member LLC as a partnership; the EIN application steps cover the rest.

Step 6: Open a bank account and register to operate in Delaware

With the Certificate stamped and the EIN in hand, open a business bank account in the LLC’s name. Mixing personal and company money is the quickest way to weaken your liability protection. Banks will want the Certificate, the EIN letter, and your operating agreement.

If you actually operate in Delaware, add a Division of Revenue business license and gross receipts registration. An LLC run from elsewhere usually skips both, and handles its home state instead.

What you need before you file: a name, a Delaware agent, and $110

The Delaware LLC requirements are short, and it’s where most refiles trip: the name, not the form. Line up these four and you’re ready to register cleanly.

• A distinguishable name: cleared against the state records, with the LLC designator attached.
• A registered agent in the state: a real Delaware street address, ready to accept service.
• An authorized person: whoever signs and submits the Certificate of Formation.
• The filing fee: $110 by card through eCorp, or by check with a Filing Cover Memo by mail.

What a Delaware LLC costs: $110 to file, $300 every year

Up front, the number that matters is the $110 filing fee to form. After that, it’s the flat $300 annual tax, due every June 1 for as long as you’re open. Expedite tiers and renewal math live in the full Delaware LLC cost breakdown.

Delaware LLC ongoing obligations: the $300 tax due June 1, and no annual report

Delaware LLCs carry one recurring duty, and it isn’t the annual report owners brace for; there’s no such report. They owe a flat $300 annual tax instead, as of 2026, paid to the Division of Corporations by June 1, per the state’s LLC tax instructions. Miss the date and the $200 penalty plus 1.5% monthly interest adds up fast.

Owners hear “Delaware franchise tax” and panic. The heavy, share-based franchise tax with its yearly report lands on corporations. An LLC just pays the flat $300, filed under the state’s own LLC tax instructions and explained in our Delaware annual report guide.

Operate inside Delaware and a second layer shows up: a Division of Revenue business license and gross receipts tax whose rate varies by business activity. There’s no sales tax, and an LLC run from elsewhere owes none of it in Delaware.

Why form a Delaware LLC, and when to skip it

The Delaware LLC advantages that hold up under scrutiny come down to four things, plus one honest catch.

What Delaware actually gives you:

• The Court of Chancery: a dedicated business court, no juries, judges who do only company law, so disputes resolve fast.
• Contract freedom in statute: the LLC Act enforces your agreement as written, which is why investors trust Delaware structures.
• Privacy at the public filing: no member or manager names on the formation document, though that’s privacy, not anonymity.
• Predictable upkeep: one flat $300 tax, no annual report, no franchise-tax math for LLCs.

The catch is that Delaware doesn’t replace your home state. Run it from California or Texas and you’ll likely foreign-qualify there too: a second filing, a second agent, double the paperwork.

Delaware earns its keep for holding companies, multi-state real estate, and outside-funded businesses. For a solo shop run from home, filing direct is usually smarter; our Delaware LLC formation review shows when a service pays off.

Where Delaware LLC owners lose money: missing June 1 and the home-state trap

The two costliest Delaware slip-ups both happen after formation, not during it. Neither shows on the form, so you’ll meet them at tax time or in court.

• Missing the June 1 tax: with no report to nudge you, the $300 slips and the $200 penalty nearly doubles it.
• Assuming Delaware covers your home state: operate elsewhere and you still register and file there.
• Calling it Articles of Organization: Delaware’s document is the Certificate of Formation; the wrong name stalls banks.
• Treating privacy as anonymity: the public record hides owners, but banks and the IRS still ask.
• Skipping the written agreement: with nothing on file, an undocumented LLC invites ownership fights later.

Delaware LLC FAQ: the Certificate of Formation, the $300 tax, and forming from afar

These are the questions Delaware founders actually ask, from real search data. A few answers surprise people who formed in another state first.