How to Form an LLC in Delaware (2026)

1. 1Choose a name for your LLC and verify availability by searching the Delaware Division of Corporations entity search. Your name must include "Limited Liability Company," "LLC," or "L.L.C."
2. 2Appoint a registered agent with a physical street address in Delaware. Since many LLC owners do not live in Delaware, a commercial registered agent service is commonly used ($50-$300/year).
3. 3File a Certificate of Formation with the Delaware Division of Corporations. The filing fee is $90. Expedited options range from $50 (next-day) to $1,000 (1-hour).
4. 4Obtain an EIN (Employer Identification Number) from the IRS at no cost.
5. 5Create an operating agreement. Delaware legally requires an operating agreement (6 Del. C. Section 18-101(9)) — it can be written, oral, or implied. Given Delaware's robust LLC case law, a detailed written agreement is strongly recommended.
6. 6Open a business bank account with your Certificate of Formation, EIN, and operating agreement.
7. 7Obtain any required business licenses. If your LLC operates outside Delaware, you must register as a foreign LLC in each state where you do business.
8. 8Mark your calendar for the $300 annual franchise tax due June 1 each year.

• ✓Obtain an EIN from the IRS (free, apply online at irs.gov)
• ✓Open a dedicated business bank account
• ✓Register as a foreign LLC in any state where your business actually operates
• ✓Get business insurance (general liability at minimum)
• ✓Set up an accounting system to track income and expenses
• ✓Pay the $300 annual franchise tax by June 1 each year
• ✓Hire a commercial registered agent if you do not have a physical presence in Delaware

Your Delaware LLC name must contain "Limited Liability Company," "LLC," or "L.L.C." The name cannot contain words suggesting it is a bank, insurance company, or trust without proper licensing. The name must be distinguishable from other business entities registered with the Delaware Division of Corporations. You can reserve a name for 120 days for $75.

Delaware does not impose state income tax on LLCs that do not operate within Delaware. If your LLC operates in Delaware, members pay Delaware personal income tax (top rate 6.6%) on profits. All Delaware LLCs pay a $300 annual franchise tax regardless of income or activity. Delaware does not require annual reports for LLCs — just the annual tax payment.

LLC vs. other structures in Delaware

Delaware is the gold standard for LLCs due to its business-friendly Court of Chancery (no juries in business disputes), well-developed LLC case law, and strong charging order protection. However, for small businesses operating in a single state, forming in your home state is usually cheaper — forming in Delaware requires paying Delaware fees plus foreign LLC registration fees in your home state. Delaware makes most sense for venture-backed startups, multi-state businesses, and complex multi-member LLCs.

• •Pay the $300 annual franchise tax by June 1 each year
• •Maintain a registered agent with a physical address in Delaware at all times
• •Keep your operating agreement current — this is a legal requirement in Delaware
• •File personal income tax returns in the state(s) where your LLC actually operates
• •Register as a foreign LLC (and pay associated fees) in every state where you do business

Delaware imposes additional taxes beyond the filing fee that you should factor into your decision. Make sure the total annual cost — including the franchise tax — fits your business budget before committing.

In general, you should form your LLC in the state where you physically live and conduct business. Forming in a "tax-friendly" state like Wyoming, Delaware, or Nevada sounds appealing, but if you operate in Delaware, you will still need to register as a foreign LLC there — paying fees in both states.

An LLC is almost always a better choice than operating as a sole proprietorship because of the personal liability protection it provides. However, if your LLC is highly profitable, you should talk to a CPA about electing S-Corp tax treatment to potentially reduce your self-employment tax burden.

What Delaware LLC Owners Need to Know

• •Delaware is the most popular state for incorporation and LLCs due to its business-friendly Court of Chancery
• •Delaware does not require LLCs to file annual reports — just pay the $300 annual franchise tax by June 1
• •Operating agreements are legally required in Delaware and can be oral, written, or implied
• •The Court of Chancery handles business disputes without juries, leading to faster and more predictable outcomes
• •If your LLC operates in another state, you still need to register (and pay fees) as a foreign LLC there

Frequently Asked Questions

Official Delaware Resources

• Delaware Division of Corporations
• Delaware LLC Formation
• Expedited Services
• Pay Annual Franchise Tax