How to Form an LLC in Delaware: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You form a Delaware LLC by filing a Certificate of Formation with the Delaware Division of Corporations and paying the $110 filing fee. You must appoint a Delaware registered agent, and once formed, every LLC owes a flat $400 annual tax due June 1. Delaware LLCs file no annual report, and Delaware has no state sales tax.

Delaware Agency and Document: Division of Corporations, Certificate of Formation

A Delaware LLC is created by filing a Certificate of Formation with the Delaware Division of Corporations, the office within the Delaware Department of State that maintains the state's business entity records. The governing law is the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code. Under Section 18-201, the LLC is formed when the Certificate of Formation is filed and accepted, at which point it becomes a separate legal entity that continues until its certificate is canceled.

The Certificate of Formation is short. It requires only the LLC's name, the address of the registered office, and the name of the registered agent at that office, as required by Section 18-104. You may add other provisions, but Delaware does not require you to name members or managers on the public certificate - one reason Delaware is popular with founders who value privacy. This guide covers the Delaware-specific process; for the national overview, see how to form an LLC and what an LLC is.

How to Form a Delaware LLC, Step by Step

Forming a Delaware LLC is a five-step process built around the Certificate of Formation. Each step maps to a requirement of the Delaware LLC Act or a federal tax rule.

1. Choose and check your LLC name. Select a name that contains an LLC designator (such as "LLC," "L.L.C.," or "Limited Liability Company") and is distinguishable from names already on record with the Division of Corporations. You can check availability and, if you are not ready to file, reserve the name for 120 days. Confirm the name does not infringe a federal trademark.
2. Appoint a Delaware registered agent. Every Delaware LLC must designate a Delaware registered agent with a physical Delaware business office. The agent receives service of process and official notices. See the national registered agent overview for how to choose one.
3. File the Certificate of Formation. Submit the certificate to the Delaware Division of Corporations and pay the $110 filing fee. Once the Division accepts it, your LLC legally exists. Expedited service is available for an extra fee if you need same-day or faster confirmation.
4. Adopt an LLC (operating) agreement. Delaware does not file or require you to submit an LLC agreement, but the LLC Act gives it broad governing effect, so a written agreement is strongly recommended. See operating agreement basics for what to include.
5. Get an EIN and register with the Division of Revenue. Apply for a free federal EIN from the IRS, then, if you do business in Delaware, register for a Delaware business license and gross receipts tax account through the Division of Revenue's One Stop portal.

After these steps, open a business bank account (banks generally ask for the stamped Certificate of Formation and the EIN) and calendar your $400 annual tax so it is paid by June 1 each year. Delaware does not require you to publish a notice of formation, and it does not ask you to list members or managers on the public certificate, so the process is short compared with many states. Most of the ongoing work is simply keeping your registered agent appointed and your annual tax current.

One decision worth making early is where the LLC will actually do business. Forming in Delaware does not, by itself, let you operate in another state. If your business has a physical presence, employees, or regular activity in your home state, you will usually also have to register there as a foreign LLC and pay that state's fees. Founders often weigh the cost of a Delaware LLC plus home state foreign qualification against simply forming at home; see what an LLC is for how that trade-off works.

Delaware LLC Costs (2026)

The core cost of a Delaware LLC is the $110 Certificate of Formation fee plus the flat $400 annual tax. The table below lists the state charges most new LLCs encounter, each verified against the Delaware Division of Corporations, the Delaware Code, or the Division of Revenue. Amounts are effective for 2026.

Expedited processing is available from the Division of Corporations for an additional fee if you need faster handling. Because expedite and copy fees change, confirm the current amount on the Division's fee schedule before you file. For a full breakdown, see Delaware LLC cost and the national how much an LLC costs.

Delaware Registered Agent Requirement

A Delaware registered agent is the person or entity your LLC designates to receive service of process, tax notices, and official state correspondence. Section 18-104 of the Delaware LLC Act requires every LLC to designate and continuously maintain a registered agent and a registered office in Delaware. You name the initial agent directly on the Certificate of Formation.

The registered agent must have a physical Delaware business office - a post office box alone does not satisfy the requirement. The agent may be an individual who resides in Delaware, the LLC itself in limited circumstances, or a domestic or qualified foreign business entity authorized to act as a registered agent in Delaware. Most out-of-state owners hire a commercial registered agent because they lack a Delaware address. If your agent resigns or you want to switch, you file a change with the Division of Corporations. Failing to maintain a registered agent can lead to loss of good standing. See Delaware registered agent requirements for detail.

Delaware Annual LLC Tax (Not an Annual Report)

Delaware LLCs do not file an annual report - that requirement applies to corporations. Instead, under Section 18-1107, every domestic LLC owes a flat annual tax administered by the Division of Corporations. For the 2026 tax year, that tax is $400, an increase from $300 under House Bill 400, which Delaware enacted in 2026. The tax is a fixed amount; it does not depend on income, assets, or activity.

The annual tax is due on or before June 1 of the year following the tax year (so the 2026 tax is due June 1, 2027). If you pay late, Delaware adds a $200 penalty plus interest at 1.5% per month on the unpaid tax and penalty. An LLC that fails to pay for three years has its certificate of formation canceled under Section 18-1108. For the full picture, see Delaware LLC annual tax and filing requirements.

EIN, Business License, and Gross Receipts Tax

A federal Employer Identification Number (EIN) is issued free by the IRS and is used to open a bank account, hire employees, and file taxes. By default, the IRS treats a single-member LLC as a disregarded entity (taxed on the owner's return) and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment by filing the appropriate IRS form. An EIN is required if the LLC has more than one member or any employees.

Delaware has no state sales tax. Instead, businesses that operate in Delaware must obtain a Delaware business license from the Division of Revenue and pay gross receipts tax on their Delaware receipts. You register through the Division of Revenue's One Stop portal, which also sets up your gross receipts tax account. The standard license fee is commonly $75 for a first business location plus $25 for each additional location, but the amount varies by business activity, so confirm your classification. Delaware business licenses renew annually. See how to get a Delaware business license and the national business license overview.

Penalties for Missing Delaware Requirements

Missing Delaware requirements carries real consequences. If an LLC does not pay its $400 annual tax by June 1, the Division of Corporations adds a $200 penalty and 1.5% monthly interest, and the LLC loses good standing - which can block financing, contracts, and litigation until it is cured. After three years of nonpayment, the LLC's certificate of formation is canceled by operation of law under Section 18-1108.

Separately, if an LLC does not maintain a registered agent and registered office, it falls out of compliance with Section 18-104 and can lose good standing. Restoring a canceled or void LLC generally requires filing a certificate of revival, paying all back taxes and penalties, and appointing a registered agent. Keeping your registered agent current and your annual tax paid on time is the simplest way to avoid all of these outcomes.

Closing a Delaware LLC

To close a Delaware LLC properly, you wind up the business under the LLC Act, pay all annual taxes owed, and file a Certificate of Cancellation with the Division of Corporations for a $200 fee. Simply walking away leaves the $400 annual tax running each year until the certificate is canceled. See how to dissolve an LLC in Delaware and the national dissolution overview for the full wind-up and cancellation steps.

Frequently Asked Questions

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

The Division of Corporations charges a $110 fee to file the Certificate of Formation. After formation, every Delaware LLC owes a flat $400 annual tax due June 1. A federal EIN from the IRS is free. See Delaware LLC cost.

What do I file to create a Delaware LLC?

A Certificate of Formation, filed with the Delaware Division of Corporations under Title 6, §18-201. It names the LLC and its registered agent and registered office. The filing fee is $110.

Does a Delaware LLC need a registered agent?

Yes. Section 18-104 requires every Delaware LLC to continuously maintain a registered agent with a Delaware business office. The agent may be a Delaware resident or an authorized business entity.

Do Delaware LLCs file an annual report?

No. Delaware LLCs file no annual report. They pay a flat $400 annual tax to the Division of Corporations by June 1 each year, with no income or activity information required.

Does a Delaware LLC pay state income tax?

An LLC that does not operate in Delaware generally owes no Delaware income tax but still owes the flat $400 annual tax. LLCs operating in Delaware pay gross receipts tax. Delaware has no sales tax.

How long does it take to form a Delaware LLC?

Standard processing takes several business days. Delaware offers expedited service - including same-day and one-hour options - for an additional fee if you need faster confirmation.

Related

• How to form an LLC (cluster hub)
• Delaware registered agent requirements
• Delaware LLC cost and annual tax
• Delaware LLC annual tax and filing requirements
• How to get a Delaware business license
• How to dissolve an LLC in Delaware
• How to get an EIN
• S-corp vs LLC

Sources

1. Delaware Division of Corporations - How to Form a New Business Entity (Certificate of Formation; registered agent).
2. Delaware Code, Title 6, Chapter 18, Subchapter II - Formation; Certificate of Formation (§18-201), Registered Agent (§18-104), Cancellation (§18-203).
3. Delaware Code, Title 6, Chapter 18, Subchapter XI - Taxation of LLCs (§18-1107); Fees (§18-1105); Cancellation for nonpayment (§18-1108).
4. Delaware Division of Corporations - Annual Report and Tax Information (flat $300/$400 LLC tax; June 1 due date; $200 penalty; 1.5% interest).
5. Delaware Division of Corporations - Pay LLC/LP/GP Taxes.
6. Delaware General Assembly - House Bill 400 (annual tax increase to $400; effective 2026).
7. Delaware Division of Revenue - Step 3: Licensing & Registration (business license; gross receipts tax; One Stop).
8. Delaware Division of Corporations - Registered Agents.
9. IRS - Limited Liability Company (LLC) (federal default classification).
10. IRS - Get an Employer Identification Number (free EIN).
11. Legal Information Institute (Cornell) - 26 CFR 301.7701-3 (entity classification election).

LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Delaware Division of Corporations and Delaware Division of Revenue before acting.