How to Start an LLC in Delaware
Forming an LLC in Delaware costs $110 in state filing fees, paid to the Delaware Division of Corporations. Here is the full process, the real costs and the Delaware-specific rules most guides skip.
What it costs
| Item | Cost | Required? |
|---|---|---|
| State filing fee (Delaware Division of Corporations) | $110 | Yes, one time |
| Annual tax (no report) Annual LLC tax, due June 1. Delaware LLCs file no annual report. | $400 | Yes, recurring tax |
| Registered agent service | $100–$200 / year | Optional (you can be your own) |
| EIN from the IRS | Free | Yes, for banking and taxes |
| Operating agreement | Free–$200 | Required by state law |
Step by step
Choose and check your LLC name
Your name must be distinguishable from existing Delaware entities and include "LLC" or "Limited Liability Company". Search availability for free on the Delaware Division of Corporations website before you fall in love with a name.
Appoint a registered agent
Required by law: a person or company with a physical street address in Delaware, available during business hours to receive legal mail. You can be your own agent if you live in the state; most founders who value privacy or don't live there use a service ($100 to $200 per year).
File your formation documents ($110)
File Articles of Organization (in some states called a Certificate of Formation) with the Delaware Division of Corporations. Standard processing: about 10 business days (expedite available). This is the step that legally creates the LLC.
Get your EIN from the IRS (free)
The Employer Identification Number is your LLC's federal tax ID, needed for bank accounts, hiring and tax filings. The IRS issues it free. If the LLC's principal place of business is in the US and the responsible party has an SSN or ITIN, the IRS online application issues the number immediately (one EIN per responsible party per day). Owners without an SSN or ITIN, including most non-US founders, cannot use the online tool: they file Form SS-4 by fax (about 4 business days), by mail (about 4 weeks) or, for international applicants, by phone at 267-941-1099. Details and the exact numbers are in our non-resident guide. Never pay a service just for an EIN.
Create an operating agreement
Delaware law requires LLCs to have an operating agreement, so this step is not optional here.
Handle ongoing compliance
Delaware LLCs do not file an annual report. Instead, every Delaware LLC owes a flat $400 annual tax, due June 1 each year, whether or not the business was active. Late payment adds a $200 penalty plus interest. Confirm current amounts on the Division of Corporations tax FAQ.
What a Delaware LLC really costs, by scenario
| Scenario | Year one | Each year after |
|---|---|---|
| Remote owner using a commercial registered agent (the normal case; Delaware requires an in-state agent) | $110 filing + $100–$200 agent = $210–$310, then $400 tax the following June 1 | $500–$600 |
| Startup with a lawyer-drafted operating agreement | + $1,000–$3,000 typical | no change |
| Business that also operates in its home state | + that state's foreign registration fee and annual report | + two states' annual fees |
The $400 annual tax covers a calendar year and is due by June 1 of the following year. An LLC formed in 2026 owes its first $400 by June 1, 2027. Delaware House Bill 400 raised this tax from $300 to $400 starting with tax year 2026, so the first $400 payment is due June 1, 2027; the June 1, 2026 payment covered 2025 at $300. Source: Division of Corporations, Annual Report and Tax Instructions.
Processing time and expedite tiers
Standard processing has run from about two to three weeks in recent years; the Division posts current turnaround on its site. If you need the LLC faster, Delaware sells speed in tiers listed on its fee schedule: 24-hour service $50, same-day $100, two-hour $500 and one-hour $1,000, each on top of the $110 filing fee. Most banks are satisfied with a filed Certificate of Formation plus your EIN letter; a certified copy costs extra and is rarely needed.
Deadlines and penalties
- June 1: $400 annual tax, whether or not the LLC did any business. Pay online at corp.delaware.gov using the file number on your Certificate of Formation.
- Late: a $200 penalty plus interest at 1.5% per month on the tax and penalty. Ignore it long enough and the Division declares the LLC's certificate cancelled; reviving it means paying everything owed plus a revival filing.
- No annual report: Delaware LLCs file nothing else with the state each year. Annual reports apply to Delaware corporations.
- Registered agent: mandatory, with a Delaware street address. Almost every out-of-state owner uses a commercial agent, and the agent's renewal notice is usually the only reminder you get about the June 1 tax.
Closing a Delaware LLC properly
This is where Delaware bites people. Walking away from a Delaware LLC does not end it. The $400 tax keeps accruing every June 1, with the $200 penalty and interest on top, until you file a Certificate of Cancellation (fee on the Division's current schedule; Delaware raised most filing fees on August 1, 2026) and are current on tax. If you formed a Delaware LLC for a project that never launched, cancel it before the next June 1 rather than leaving it to rot.
Delaware versus your home state
Delaware makes sense for a specific set of owners:
- Companies with several owners who want Delaware's well-developed contract law behind their operating agreement.
- Holding companies and joint ventures whose lawyers already work in Delaware.
- Businesses whose investors or lenders ask for Delaware. Note that venture investors usually want a Delaware corporation; a Delaware LLC is not the same thing and is often converted later.
For a solo consultant or small operating business, Delaware costs three to five times what Wyoming or New Mexico costs each year and adds nothing. If you operate in New York, Florida, Texas or California, you must also register the Delaware LLC there as a foreign LLC and pay that state's fees, so you pay twice.
Privacy and public record
The Certificate of Formation lists only the LLC name, the registered agent and the "authorized person" who signs it, which is frequently the agent. Members and managers are not on the public record, and because there is no annual report, no names are refreshed each year. Delaware has no sales tax; its gross receipts tax applies only to businesses actually operating in Delaware.
Mistakes we see with Delaware LLCs
- Forming a Delaware LLC "because startups do", then learning the investors wanted a C corporation.
- Missing June 1 and paying $500 plus interest for a year the LLC earned nothing.
- Never registering in the state where the work actually happens.
- Abandoning the LLC instead of filing the Certificate of Cancellation.
- Assuming "no Delaware income tax" means no tax. Federal tax and home-state tax still apply.
Official Delaware links
Owner outside the US? Read Form 5472 for a foreign-owned LLC with no revenue before the first April.
Delaware LLC: frequently asked questions
How much does it cost to start an LLC in Delaware?
The state filing fee is $110, paid to the Delaware Division of Corporations. Ongoing state cost: $400 annual tax. Optional costs include a registered agent service (typically $100 to $200 per year) if you don't act as your own.
How long does it take to form an LLC in Delaware?
Typical processing time: about 10 business days (expedite available). Many states offer paid expedited options if you need the LLC approved faster. The clock starts when the Delaware Division of Corporations receives your filing.
Do I need a registered agent in Delaware?
Yes. Every Delaware LLC must continuously maintain a registered agent with a physical street address in the state to receive legal and official mail. You can serve as your own agent if you have a Delaware address and are available during business hours, or hire a commercial registered agent service.
Does a Delaware LLC file an annual report?
No. The Delaware Division of Corporations states that LLCs, LPs and GPs formed or registered in Delaware pay a $400 annual tax and have no requirement to file an Annual Report. (Annual Reports apply to Delaware corporations, not LLCs.) The $400 tax is due June 1 each year, and paying late adds a $200 penalty plus interest until paid.
When is the first $400 Delaware LLC tax due?
By June 1 of the year after formation. An LLC formed at any point in 2026 owes its first $400 by June 1, 2027, and every June 1 after that, whether or not it did business. Late payment adds a $200 penalty plus 1.5% interest per month.
How do I close a Delaware LLC?
File a Certificate of Cancellation with the Division of Corporations, and be current on the annual tax first; the filing fee is on the Division's current fee schedule. Until it is filed, the $400 tax, the $200 penalty and interest keep accruing every year.
Do investors prefer a Delaware LLC?
Venture investors usually prefer a Delaware C corporation, not an LLC. A Delaware LLC suits multi-owner businesses and holding companies that want Delaware contract law. If you are planning to raise venture money, ask about a corporation before forming the LLC.
Not sure whether Delaware fits your situation?
Before you choose a filing package, talk through your business, location and goals with a real setup specialist. Get a clear formation roadmap at no cost and with no purchase obligation.
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Compare with other states
Fees and rules last reviewed September 2026. State fees change; always confirm with the Delaware Division of Corporations before filing. This guide is general information, not legal or tax advice.