Delaware Secretary of State
Form your Delaware LLC, Corporation, or Nonprofit with chat-first AI business formation. State filing, registered agent, EIN, and ongoing compliance workflows — connected from the start.
Delaware Business Filing Overview
The Division of Corporations is the state authority responsible for registering LLCs, corporations, nonprofits, and other business entities in Delaware. The standard LLC formation fee is $110. Processing time: Not published by the Division. Online filing is available.
Most popular state for corporations and venture-backed startups. Court of Chancery provides world-class business law.
DIY LLC Formation Guide Available
Forming an LLC in Delaware yourself? Follow our step-by-step Delaware LLC DIY Guide , complete with official form downloads, filing portals, state fees, and annual report requirements.
Delaware formation guides with video
Step-by-step guides to forming each entity type in Delaware, with the official fees and deadlines checked against the state’s own sources, and a video walkthrough.
- Delaware LLC · 9-minute videoHow to Form an LLC in DelawareFive steps from your name to your EIN, plus the annual tax Delaware charges every June.
- Delaware Corporation · 10-minute videoHow to Form a Corporation in DelawareFive steps from your name to your EIN, how the franchise tax is calculated, and why the first notice can look huge.
- Delaware Nonprofit · 10-minute videoHow to Form a Nonprofit in DelawareTwo approvals in order: Delaware first, then the IRS 501(c)(3) application, including the clauses the state form leaves out.
Official Delaware Filing Resources
Use these official state resources to review current requirements or prepare a mail-in filing.
Delaware Entity Requirements
State-specific governance rules for Delaware LLCs, Corporations, and Nonprofits.
Members
| Minimum required | 1 |
|---|---|
| Residency required | No |
Management Structure
| Default | Member Managed |
|---|
Delaware allows broad contractual flexibility in LLC agreement, including manager-managed structures
Operating Agreement
| Required to file | Yes |
|---|
Delaware requires an LLC agreement (written, oral, or implied); not filed with the state
Annual Meeting
| Required | No |
|---|
No statutory annual meeting requirement for LLCs
Formation Filings in Delaware
These are the primary documents filed with the Division of Corporations to create a new legal entity. Each entity type has different requirements, fees, and processing times.
Articles of Incorporation
Corporation| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $109 + processing fee if filing online |
| Processing Time: | Not published by the Division; expedited tiers available |
| Filing Method: | Online or Mail |
| Expedited: | Yes — $50 for 24 hours processing |
Most popular state for corporations. Filing fee starts at $109 for a one-page certificate and rises with authorized shares/par value. Expedite: next-day $50, same-day $100, 2-hour $500, 1-hour $1,000. Annual report ($50) and franchise tax due March 1. Verified 2026-09-29.
What to know
- Includes authorized shares and par value
- Names the registered agent
- Sets the corporation's purpose
Articles of Organization
LLC| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $110 + processing fee if filing online |
| Processing Time: | Not published by the Division |
| Filing Method: | Online or Mail |
| Expedited: | Yes — $50 for 24 hours processing |
Delaware LLC Certificates of Formation require the LLC name, Delaware registered office, Delaware registered agent, and authorized person signature. Delaware LLCs pay a $400 annual tax due June 1 (6 Del. C. § 18-1107; verified 2026-09-30).
What to know
- Names the registered agent and required filing contact information
- Sets the registered office address
- May include an optional effective date
Articles of Incorporation (Nonprofit)
Nonprofit| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $109 + processing fee if filing online |
| Processing Time: | Not published by the Division |
| Filing Method: | Online or Mail |
Delaware calls this the Certificate of Incorporation. Exempt corporations owe no franchise tax; the annual report ($25) is due March 1 and must be filed online. Verified 2026-09-30.
What to know
- Public benefit purpose statement required
- Asset dedication language for IRS
- Members or directors structure
Foreign Qualification
LLCCorporation| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $200 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
What to know
- Required when operating, hiring employees, or owning property in another state
- Needs Certificate of Good Standing from home state
- Creates registered agent and annual report obligations in the new state
Ongoing Compliance in Delaware
After formation, Delaware entities must maintain ongoing filings to remain in good standing. Missing deadlines can result in late fees, administrative dissolution, and loss of liability protection.
Annual Report
LLCCorporationNonprofit| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $400 + processing fee if filing online |
| Processing Time: | Immediate |
| Filing Method: | Online or Mail |
| Due Date: | June 1 (LLC) / March 1 (Corp) |
| Filing Period: | Annual |
LLCs: $400 annual tax due June 1 (House Bill 400, signed May 21, 2026, raised it from $300; the June 1, 2026 payment was the last at $300). Corporations: $50 report fee + franchise tax (minimum $175, calculated separately), due March 1. Exempt corporations (nonprofits): $25 report fee, no franchise tax. Verified 2026-10-01.
What to know
- Due date varies by state (often anniversary date or fixed month)
- Filing fees range $10–$825 by state
- Failure to file results in administrative dissolution
Amendment to Formation Documents
LLCCorporationNonprofit| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $50 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
What to know
- Board or member approval typically required
- Certified copy may be needed for banks and contracts
- Most states allow online amendment filing
Articles of Dissolution
LLCCorporationNonprofit| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $204 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
| Tax Clearance: | Not required |
All past franchise taxes must be paid before dissolution will be processed. No formal clearance letter required, but outstanding taxes block filing.
What to know
- May require tax clearance before filing
- Assets must be distributed before dissolution
- Protects against future liability claims
Change of Registered Agent
LLCCorporationNonprofit| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $50 + processing fee if filing online |
| Processing Time: | 1-3 days |
| Filing Method: | Online or Mail |
What to know
- Must be maintained at all times
- Registered agent must be available during business hours
- Can be an individual or registered agent service
Document Retrieval in Delaware
Certified documents from the Division of Corporations are often required by banks, investors, lenders, and for foreign qualification in other states.
Certificate of Good Standing
LLCCorporationNonprofit| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $50 + processing fee if filing online |
| Processing Time: | 1-2 days |
| Filing Method: | Online or Mail |
Same-day service available. Delaware Good Standing certificates are commonly required for VC transactions and bank account openings.
What to know
- Required by most banks when opening accounts
- Needed for foreign qualification in other states
- Typically valid for 30–90 days
Apostille
LLCCorporationNonprofit| Agency: | Division of Corporations |
|---|---|
| Filing Fee: | $50 |
| Processing Time: | 1-3 days |
| Filing Method: | Mail Only |
Delaware offers same-day apostille service. One of the fastest in the country due to high corporate volume.
What to know
- Required for international business expansion
- Issued by Secretary of State office
- Attaches to formation documents and good standing certificates
Delaware Tax Snapshot
Understanding Delaware's tax environment is critical for choosing the right formation state and planning your entity's ongoing obligations.
Delaware has no sales tax. LLCs pay a $400 annual tax. Corporations pay a franchise tax starting at $175 (minimum) calculated using Authorized Shares or Assumed Par Value Capital Method. No income tax on businesses operating outside Delaware.
Delaware Agency Directory
Key government agencies for Delaware business formation, tax registration, and employer compliance.
Division of Corporations
Primary filing authority for Delaware business entities
Division of Corporations
Entity formation, annual reports, good standing certificates, apostilles
Delaware Department of Labor
Unemployment insurance, workers' compensation, employer registration
Delaware Court of Chancery
Business disputes, corporate governance, fiduciary matters
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