How to Start an LLC in Delaware: a $110 Certificate, Then $400 Every June
You start an LLC in Delaware by sending a $110 Certificate of Formation to the Delaware Division of Corporations, with a registered agent at a Delaware street address. The state has no form to fill in online: it takes a completed PDF by upload or mail.
Delaware LLC at a glance
State fees checked October 2026
- Certificate
- $110
- Certificate of Formation
- Annual tax
- $400
- By June 1; no annual report
- Agent
- Required
- Delaware street address
- Processing
- Varies
- No set time; 24‑hour +$50
File it yourself
$110+ an agent
Fill the state's PDF, then upload it Monday to Friday, or mail it to Dover. The agent can be you only with a Delaware address.
Boost Suite's own service
$49+ $110 state fee
$49 goes to Boost Suite, $110 to the state. Delaware registered agent service free the first year, then $99 a year; no expedited filing. Northwest files it: $39 + state fee
Delaware doesn't replace the state you work from: an LLC run from another state generally registers there too, with its own fee and agent.
Delaware or your home state: who a Delaware LLC suits
The Certificate of Formation asks for no member or manager names, only the LLC’s name and its registered agent and office (§ 18-201 of the Delaware Code). Upkeep is one flat tax with no report, and neither point changes where the LLC’s income is taxed.
A Delaware LLC makes sense when
- You live outside the United States and want a U.S. LLC: the Certificate doesn't ask where members live
- The business is in Delaware: you can be your own agent, and the Division of Revenue license applies anyway
- Owners want their names off the formation record (only the signer's name appears)
Your home state is simpler when
- You live and work in one U.S. state: that state generally requires a second registration, so you pay two states
- You plan to sell shares to investors: that's a corporation, a Certificate of Incorporation (from $109 under the same fee schedule, depending on authorized shares)
- You live abroad, nothing ties the business to Delaware, and yearly cost decides: the $400 tax compares with a $55 annual report in South Dakota
What the second registration costs depends on the state. Four examples from our state guides:
| State you work from | Filing for an out-of-state LLC | Fee |
|---|---|---|
| Colorado | Foreign Entity Authority Statement | $100 |
| Connecticut | Foreign Registration Statement | $120 |
| Rhode Island | Foreign LLC registration, plus the state's $400 annual charge | $150 |
| South Dakota | Foreign Certificate of Authority | $750 |
Each of these also needs an agent in that state, on top of the Delaware agent.
How to start an LLC in Delaware, step by step
Check the name on the state's records
It must end in "Limited Liability Company," "L.L.C." or "LLC" and differ from every name on file (§ 18-102). Search the Division's entity search or the Delaware business entity search.
Name a registered agent in Delaware
A resident, a company authorized in Delaware, or the LLC itself if it is physically located in the state, per the Division's formation steps. The agent's office must be a Delaware street address.
Submit the Certificate of Formation
$110, paid when you submit (what the certificate holds). The LLC exists from the filing, or from a later date written in the certificate.
Sign an LLC agreement
Nothing to file. Delaware lets it exist before, at or after the filing (§ 18-201(d)); the Delaware LLC operating agreement page covers what goes in it.
Get an EIN from the IRS
Free. The online tool needs a U.S. principal place of business and the owner's SSN or ITIN; owners abroad apply by phone, fax or mail.
Register where the LLC does business
Another state: its foreign registration. Delaware itself: a Division of Revenue business license, renewed each December 31.
Delaware Certificate of Formation: requirements and filing
Delaware doesn’t call it Articles of Organization. The certificate holds three items, signed by one or more authorized persons:
- The LLC’s name.
- The registered office address, with the registered agent’s name and address.
- Anything else the members choose to add, such as a later effective date.
The forms come as fillable PDFs on the Division’s LLC forms page. The Document Filing and Certificate Request Service only receives the PDF: it “does not provide for direct online filing” and “does not calculate fees.”
- Upload hours: Monday to Thursday 7:45 a.m. to 11:59 p.m., Friday until 10:30 p.m. (Eastern), closed weekends and state holidays.
- By mail, with a cover sheet: Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901. Filings come back by First Class mail unless you give a FedEx or UPS account.
The Division publishes no standard processing time; regular work “varies based upon the volume.” Faster handling costs extra under the fee schedule revised August 1, 2026: 24-hour $50, same day $100, two-hour $500, one-hour $1,000.
A $50 short-form certificate of good standing can be ordered with the filing, in the comment field of the filing sheet. Banks sometimes ask for one. Reserving the name first is optional: $75 for 120 days.
What a Delaware LLC costs over its first two years
For an owner with no Delaware address, so the agent is a paid service. State fees from the August 2026 schedule and the tax instructions; service prices from each provider’s page on October 20, 2026.
| Route | Tax year 1 | Tax year 2 |
|---|---|---|
| Boost Suite's own service | $49 + $110 + $400 tax | $99 agent + $400 tax |
| Northwest | $39 + $110 + $400 tax | $125 agent + $400 tax |
| File yourself, hire an agent | $110 + agent fee + $400 tax | Agent fee + $400 tax |
The $400 tax for year 1 is due on June 1 of the following year. Options such as 24-hour filing, a good standing certificate or a home-state registration come on top.
When the first $400 Delaware tax is due
Delaware LLCs are required to pay $400 for each calendar year they are active on the Division’s records, even for one day, and “there is no proration,” per the tax instructions for limited liability companies. The tax for a year is due by June 1 of the next one; nothing else is filed.
If the certificate sets a later effective date, that date decides the first tax year, per the Certificate of Formation form.
A late payment adds a $200 penalty plus 1.5% interest a month on the tax and penalty. The $400 rate, set in § 18-1107, applies from the 2026 tax year; the Division’s formation steps page and one FAQ answer still show the earlier $300. The Delaware LLC annual tax page covers payment.
The Division warns about mailings that look like official tax or report notices. Treat as suspect any notice that doesn’t come from the State or the LLC’s registered agent; the consumer alert on the tax page explains how to report one.
Forming a Delaware LLC from outside the United States
Nothing in the Certificate asks for citizenship or residence, so the filing itself works from abroad. Three steps after it work differently for an owner abroad:
- EIN: the IRS online tool requires an SSN or ITIN and a U.S. principal place of business. Without them, the application goes on Form SS-4 by phone, fax or mail.
- Federal return: a single-member LLC owned by a foreign person files Form 5472 attached to a pro forma Form 1120, per the Form 5472 instructions. Missing it costs $25,000.
- Home country: Delaware has no say on how the owner’s country taxes the LLC’s profit.
A registered agent’s address receives legal papers. Whether a bank accepts it as the business address is the bank’s call.
Delaware filing questions: cost, timing, series
Why form an LLC in Delaware?
The LLC Act says its policy is “to give the maximum effect to the principle of freedom of contract” (§ 18-1101(b)), and disputes over an LLC agreement can go to the Court of Chancery (§ 18-111).
The certificate lists no members, and upkeep is one $400 tax with no report. None of this removes the registration and taxes of the state where the business operates.
How much does it cost to start an LLC in Delaware?
$110 to the state, plus an agent unless a Delaware resident or the LLC’s own Delaware office serves. Then $400 a year from the year of formation.
Can you form a Delaware LLC online?
Partly. You fill the state’s PDF and upload it through the Division’s submission service, which doesn’t check fees or file anything instantly. Mail to Dover is the other route.
How long does it take to get a Delaware LLC?
The Division doesn’t publish a standard time. Paying $50 buys 24-hour processing and $100 same-day. Boost Suite’s own service doesn’t offer expedited filing.
Does a Delaware LLC need a Delaware business license?
Only if it does business in Delaware. The Division of Revenue requires a license from “any person or entity conducting a trade or business in the State of Delaware”; it expires each December 31, and the first year is usually prorated.
Do Delaware LLCs pay the annual franchise tax?
Not the corporate one. The Annual Franchise Tax Report and its tax are for corporations, due March 1. An LLC files no annual report and pays the flat $400 alternative entity tax by June 1.
Can a Delaware LLC be a series LLC?
Yes. A protected series is set up in the LLC agreement, with a notice in the Certificate of Formation (§ 18-215). A registered series also files its own certificate, $110, and owes a $100 annual tax (§ 18-1107).
