How to Form an LLC in Delaware
Learn the steps to form an LLC in Delaware — from filing your Certificate of Formation to getting an EIN. State fee is $140. Bizee can handle the filing for $0 + state fee.
Bizee Editorial Staff
Editorial Team
Delaware LLC at a glance
Filing fee: $140
Processing time: 3–5 business days (standard); expedited options available
State agency: Delaware Division of Corporations
Annual report due: June 1 each year; $300 franchise tax
State tax rate: No state sales tax; no personal property tax on intangibles
How to form an LLC in Delaware
Forming an LLC in Delaware takes 6 steps: choose a name, appoint a registered agent, file a Certificate of Formation with the Delaware Division of Corporations, create an operating agreement, get an Employer Identification Number (EIN) from the IRS, and get any required business licenses. The state filing fee is $140.
Why form an LLC in Delaware
Delaware is one of the most business-friendly states in the country, and that reputation is well-earned. The state has a dedicated Court of Chancery that handles business disputes without a jury — which means faster, more predictable outcomes if your LLC ever ends up in litigation. Delaware also has no state sales tax and no personal property tax on intangible assets like patents or trademarks.
For small businesses and solo founders, the practical advantages are straightforward: flexible LLC laws, low formation costs, and a state government that has spent decades making the formation process clear. Delaware also offers the EDGE Grant program, which gives qualified small businesses access to capital — worth checking if your business meets the criteria.
Step 1: Choose a name for your LLC
Your LLC name needs to be unique in Delaware and include a designator like "Limited Liability Company," "LLC," or "L.L.C." The name can't be the same as — or too similar to — an existing business registered with the Delaware Division of Corporations.
You can check name availability through the Delaware Division of Corporations' online search tool before you file. If you've settled on a name but aren't ready to file yet, Delaware allows you to reserve a name for 120 days for a small fee.
Step 2: Appoint a registered agent
Every Delaware LLC needs a registered agent — a person or business with a physical address in Delaware who can receive legal documents and official state mail on your behalf. You can serve as your own registered agent if you have a Delaware street address, but most business owners use a registered agent service.
Using a registered agent service keeps your personal address off public records and makes sure you don't miss anything important. If you're forming a Delaware LLC but running your business from another state, a registered agent with a Delaware address is required.
Step 3: File your Certificate of Formation
The Certificate of Formation is the document that officially creates your LLC in Delaware. You file it with the Delaware Division of Corporations. The state filing fee is $140, and standard processing takes 3–5 business days. Expedited processing is available for an additional fee.
The Certificate of Formation requires your LLC name, the name and address of your registered agent, and the signature of an authorized person. You don't need to list members or managers in the certificate itself — that detail goes in your operating agreement.
Step 4: Create an operating agreement
Delaware doesn't legally require an LLC to have an operating agreement, but you should have one. It's the internal document that defines how your LLC is owned, managed, and run — including how profits are split, how decisions get made, and what happens if a member leaves.
Delaware LLCs can be member-managed — where all members share in decisions — or manager-managed, where designated managers handle day-to-day operations. Delaware law defaults to member-management if your operating agreement doesn't specify otherwise. For single-member LLCs, the operating agreement still matters: it reinforces that your LLC is a separate legal entity, which protects your personal finances if the business is ever sued.
Step 5: Get an EIN
An Employer Identification Number (EIN) is a 9-digit number the IRS uses to identify your business for tax purposes. You'll need one to open a business bank account, hire employees, and file federal taxes. The IRS issues EINs for free through its online application portal, available Monday through Friday, 7 AM – 10 PM ET.
Most new LLCs get an EIN right after the Certificate of Formation is approved. Even if your LLC has no employees yet, an EIN keeps your Social Security number off business documents — which is reason enough to get one early.
Step 6: Get your business license and permits
Most businesses operating in Delaware need a state business license from the Delaware Division of Revenue. If your business is in a licensed profession — things like medicine, law, or cosmetology — you'll also need a professional license from the Delaware Division of Professional Regulation.
Local requirements vary by county and city. New Castle County, for example, requires a separate business license for operations within the county. Check with your local government to make sure you have everything covered before you start operating.
Frequently asked questions
The state filing fee for a Delaware LLC is $140, paid to the Delaware Division of Corporations when you file your Certificate of Formation. That's the minimum cost to get your LLC on record. After formation, Delaware LLCs owe a $300 franchise tax each year, due by June 1.
No. You don't need to live in Delaware or have a Delaware business address to form a Delaware LLC. You do need a registered agent with a physical Delaware address — that's the address the state uses to send legal and official documents to your LLC. A registered agent service fills this requirement if you're based elsewhere.
Yes. Delaware allows a single person to form and own an LLC. You file the Certificate of Formation, appoint a registered agent, and get your EIN — no attorney or partner required. A single-member LLC is one of the most common structures for solo founders and freelancers.
It depends on where you actually run your business. If you form a Delaware LLC but operate in another state, you'll likely need to register as a foreign LLC in that state — which means paying that state's registration fee on top of Delaware's $140 and the $300 annual franchise tax. For businesses operating entirely in another state, forming locally is often simpler and cheaper.
Standard processing through the Delaware Division of Corporations takes 3–5 business days. Expedited processing is available for an additional fee and can reduce the turnaround to 24 hours or same-day in some cases. Processing times can vary, so check the Division of Corporations website for current estimates when you file.
No, Delaware doesn't legally require one. But having an operating agreement is strongly recommended. It defines how your LLC is managed, how profits are divided, and what happens if a member exits. Without one, Delaware's default LLC rules apply — which may not match how you actually want to run your business.
Yes, in most cases. You'll need an EIN to open a business bank account, hire employees, and file federal taxes. Single-member LLCs with no employees can sometimes use a Social Security number instead, but getting an EIN keeps your personal number off business documents. The IRS issues EINs for free at irs.gov.
Delaware LLCs don't file a traditional annual report, but they do owe a $300 franchise tax each year. The deadline is June 1. If you miss it, the state adds a $200 penalty plus interest. Staying current on the franchise tax keeps your LLC in good standing with the state.
