Delaware LLC · 2026 guide

How to Form an LLC in Delaware

$110 to file. One $400 tax every June 1. No annual report. Our AI mapped every step from Delaware’s own rules, so you can do this in one sitting.

The 9-minute walkthrough. Every step below links to its chapter.

Updated . Facts checked against the Delaware Division of Corporations, the Delaware Code and the IRS. Written by the EntityEngine Editorial Team.

The short answer

Forming a Delaware LLC takes five steps and one filing

To form an LLC in Delaware, choose a name that ends in "LLC", appoint a registered agent with a street address in Delaware, file a Certificate of Formation with the Delaware Division of Corporations for $110, sign an operating agreement, and get a free EIN from the IRS. After that, the LLC pays a flat $400 annual tax by June 1 every year and files no annual report.

Fast facts

Delaware LLC costs and rules, verified September 30, 2026

Checked against the Delaware Division of Corporations fee schedule revised August 1, 2026, the Delaware Code, and the IRS.

State filing fee
$110
One-time, paid to the Division of Corporations with your Certificate of Formation.
Expedited filing
$50 24-hour · $100 same day · $500 2-hour · $1,000 1-hour
Optional. Same-day must be in by 2:00 pm ET, 2-hour by 7:00 pm ET, 1-hour by 9:00 pm ET.
Standard processing time
Not published by Delaware
Anyone quoting a number of days is guessing.
Annual tax
$400, due June 1
Flat and not prorated. It was $300 through the June 1, 2026 payment.
Annual report
None
Corporations file one. Delaware LLCs pay the tax and file nothing.
Registered agent
Required, Delaware street address
A virtual office, mail-forwarding service or P.O. box does not qualify.
Name reservation
$75 for 120 days
Optional. You can file the certificate without reserving first.
EIN
Free from the IRS
Instant online once Delaware has filed your certificate.
Delaware business license
$75, only if operating in Delaware
Delaware has no state sales tax, but a business operating in Delaware pays gross receipts tax.
Beneficial ownership report
U.S.-formed companies are exempt
FinCEN’s final rule (August 11, 2026, effective August 14, 2026) exempts companies created in the United States from beneficial ownership reporting.
In the video

What the 9-minute walkthrough covers

Jump straight to the part you need. Each chapter starts the video at that moment.

Our AI mapped it out, so you don't have to

Every number on this page comes from Delaware’s own fee schedule, statutes and tax rules, checked on September 30, 2026. The same facts run our Formation Engine.

Every fee, from the August 1, 2026 schedule

The $110 filing fee, the $50 certified copy and all four expedite tiers, read from Delaware’s current fee schedule, not from another guide.

The June 1 tax most owners miss

$400 a year, not prorated, $200 plus interest if late. We track it for every LLC we form, and we caught the $300-to-$400 change the state’s own how-to page still misses.

Name rules checked before you file

The required "LLC" ending, the distinguishable-name test and the restricted words, so a rejection never costs you a second filing.

Registered agent rules, including the virtual-office ban

Delaware says an agent may not work solely through a virtual office or mail forwarding. We arrange a real Delaware agent and track the renewal.

Step by step

The 5 steps to form a Delaware LLC

The same order the video teaches. Each step tells you where to go, what it costs, and the one thing that trips people up.

Step 1: Choose your business name

Pick a name that ends in "LLC", "L.L.C." or "Limited Liability Company" and check that nobody in Delaware already has it.

  • Must contain "Limited Liability Company", "L.L.C." or "LLC".
  • Must be distinguishable from every name already on the Division’s records.
  • "Bank" and similar words are restricted.
  • Reserving a name is optional: $75 holds it for 120 days.
Cost
Free to search. $75 only if you reserve it.
Watch out
You do not need to reserve the name to form the LLC. Skip the $75 unless you are not ready to file yet.

Step 2: Choose your Delaware registered agent

Delaware requires a registered agent with a real street address in Delaware, on file from day one, to receive legal papers for the company.

  • Every Delaware LLC must keep a registered office and a registered agent in Delaware, at all times.
  • The agent can be the LLC itself, an individual who lives in Delaware, a Delaware entity, or an out-of-state entity authorized to do business in Delaware.
  • An agent may not do the job solely through a virtual office or a mail-forwarding service. A P.O. box does not qualify.
  • The state does not license or regulate registered agents. The Division’s own words: "Registered Agents are not regulated by the State of Delaware."
Cost
Free if you live in Delaware and act as your own agent. Otherwise a yearly fee to a Delaware provider.
Watch out
Most founders do not live in Delaware, so this is the step that stops them. A P.O. box, virtual office or mail-forwarding address will not be accepted.

Step 3: File your Certificate of Formation

One short form filed with the Delaware Division of Corporations. Delaware calls it a Certificate of Formation, not "Articles of Organization".

  • The name of the LLC
  • The address of the registered office in Delaware and the name and address of the registered agent
  • Anything else the members choose to add (optional)
  • The signature of an authorized person
  • Members and managers are not listed on the certificate. Delaware keeps ownership private.
  • Your LLC exists the moment the certificate is filed, or on a later date you write into it (up to 180 days out).
Cost
$110 state fee. Add $50 for 24-hour, $100 for same-day, $500 for 2-hour or $1,000 for 1-hour service.
Watch out
Delaware does not publish a standard turnaround. Anyone quoting "3 to 5 days" or "3 weeks" is guessing. If you need a date, pay for expedited service.

Step 4: Sign your operating agreement

The private contract between the owners: who owns what, who decides, and what happens when someone leaves. Delaware never sees it, but everyone else will ask for it.

  • Not filed with the state. Delaware never sees it.
  • Under Delaware law it may be written, oral or even implied. Put it in writing anyway: banks, investors and courts will ask for it.
  • It can be signed before, at, or after the moment you file.
  • A single-member LLC still wants one. It is the document that shows the company is separate from you.
Cost
Free. It is your own document.
Watch out
Delaware allows an oral agreement, which is exactly why you should not have one. Write it down and sign it.

Step 5: Get your EIN from the IRS

The federal tax ID number. You need it to open a bank account, hire anyone, and file taxes. It takes about ten minutes online.

  • Free from the IRS. Nobody should ever charge you for the number itself.
  • Apply online after Delaware has filed your certificate. You get the EIN immediately.
  • The online session expires after 15 minutes of inactivity, so gather your details first.
  • No Social Security number? File Form SS-4 by fax or phone instead of online.
Cost
Free.
Watch out
Wait until Delaware has filed your certificate. The IRS asks for the legal name and formation date, and they have to match.

Rather not do the five steps yourself?

Form Your LLC
After Delaware says yes

Six things to do once the certificate is filed

Open the bank account

Bring the filed Certificate of Formation, the signed operating agreement and the EIN letter. Banks ask for all three.

Register in the state where you actually work

A Delaware LLC run from another state usually has to register there as a foreign LLC and pay that state’s fees too. The Delaware filing does not replace it.

Get a Delaware business license only if you operate in Delaware

Delaware Division of Revenue, $75 for the first license, through Delaware One Stop. Delaware has no state sales tax, but a business operating in Delaware pays gross receipts tax.

Beneficial ownership report: nothing to file

FinCEN’s final rule (August 11, 2026, effective August 14, 2026) exempts companies created in the United States from beneficial ownership reporting.

Decide how you want to be taxed

By default a one-owner LLC is taxed like a sole proprietorship and a multi-owner LLC like a partnership. An S corporation election is optional and worth a conversation with a tax professional, not a guess.

Put June 1 on the calendar

The $400 annual tax is due every June 1 for as long as the LLC exists. EntityEngine’s Compliance Engine reminds you before it is due.

Heads up

The June 1 tax that surprises new Delaware LLC owners

Delaware LLCs do not file an annual report. Instead, every LLC on Delaware's records pays a flat $400 annual tax on or before June 1. It is not prorated: an LLC formed in December owes the full amount for that year.

Miss the date and Delaware adds a $200 penalty plus 1.5% interest per month on the tax and the penalty, the LLC loses good standing, and after 3 unpaid years the state cancels the certificate.

New in 2026: House Bill 400, signed May 21, 2026, raised the tax from $300 to $400. The June 1, 2026 payment was the last at $300; the first $400 bill is due June 1, 2027. Some guides, and one of the state's own pages, still show the old number.

Delaware's annual tax page
Three ways to get it done

Do it yourself, hire a lawyer, or form it with us

Do it yourself

$110 plus your time
  • You find and pay a Delaware registered agent every year.
  • You write the operating agreement and apply for the EIN.
  • You remember June 1, and the foreign registration in your home state.

Fine if you live in Delaware and enjoy paperwork.

Hire a lawyer

Hourly or flat fees, usually far above the state fee
  • Right when ownership is complicated or investors are involved.
  • You still need a registered agent and a reminder system.
  • Most lawyers do not track your June 1 tax after the engagement ends.

Best for unusual deals, not for a standard LLC.

Form it with EntityEngine

The $110 state fee plus our package
  • We prepare and file the Certificate of Formation and arrange your Delaware registered agent.
  • Your operating agreement, EIN walkthrough and company records are generated for you.
  • The Compliance Engine tracks June 1 and every deadline after it.

Built for founders who want it done right and then run right.

Form Your LLC

When you form with EntityEngine, we arrange your Delaware registered agent for you, and the Compliance Engine tracks the renewal. EntityEngine is not a law firm and does not give legal or tax advice.

FAQ

Delaware LLC questions, answered

Plain answers, each one checked against the state's own rules.

How much does it cost to form an LLC in Delaware in 2026?
The state filing fee for a Delaware Certificate of Formation is $110. Optional extras: $50 for a certified copy, $75 to reserve a name for 120 days, and $50 to $1,000 for expedited filing. After that, every Delaware LLC pays a $400 annual tax by June 1.
Does a Delaware LLC have to file an annual report?
No. Delaware LLCs do not file an annual report. They pay a flat $400 annual tax on or before June 1 each year. Corporations are different: they file a report and pay franchise tax by March 1. Some guides mix the two up.
How much is the Delaware LLC annual tax, and did it go up?
It is $400 per year. House Bill 400, signed May 21, 2026, raised it from $300. The payment due June 1, 2026 was the last one at $300; the first $400 bill is due June 1, 2027. The state’s older how-to page still shows the old number; the tax instructions page and the statute (6 Del. C. § 18-1107(b)) show $400.
What happens if I miss the June 1 deadline?
Delaware adds a $200 penalty plus 1.5% interest per month on the tax and the penalty. The LLC loses good standing, and after 3 years of non-payment the state cancels the certificate.
Do I have to pay the full $400 if I form my LLC late in the year?
Yes. The annual tax is not prorated. An LLC that exists in Delaware’s records for any part of a calendar year owes the full $400 for that year, due the following June 1. If you are forming in December and do not need the LLC immediately, you can write a January effective date into the Certificate of Formation.
How long does Delaware take to process an LLC filing?
Delaware does not publish a standard processing time, so treat any specific number of days as a guess. If you need a date, pay for expedited service: $50 for 24-hour, $100 for same-day (in by 2:00 pm ET), $500 for 2-hour or $1,000 for 1-hour service.
Do I need to live in Delaware to form a Delaware LLC?
No. Members can live anywhere in the world, and no U.S. address is required for the owners. The one thing that must be in Delaware is your registered agent, with a real street address in the state. If you run the business from another state, that state will usually require you to register the Delaware LLC there as a foreign LLC.
Do I need a Delaware business license?
Only if the LLC actually does business in Delaware. Then it needs a business license from the Delaware Division of Revenue ($75 for the first license, through Delaware One Stop) and pays Delaware gross receipts tax. An LLC formed in Delaware but operating elsewhere does not need one.
What goes in a Delaware Certificate of Formation?
Very little: the LLC’s name, the address of its registered office and the name and address of its registered agent, anything optional the members want to add, and the signature of an authorized person. Members and managers are not listed, which is why Delaware LLC ownership is private. The fee is $110.
Should I form a Delaware LLC or a Delaware C corporation?
An LLC is simpler to run, has pass-through taxation by default, and no annual report. Startups that plan to raise venture capital usually form a Delaware C corporation because investors expect that structure. If you are not sure, an LLC can convert to a corporation later. This is general information, not legal or tax advice.

Ready to form your Delaware LLC?

Answer a few questions. We prepare the Certificate of Formation, arrange your Delaware registered agent, generate your operating agreement, and remind you before every June 1.