Who does a Delaware LLC suit?
Delaware's appeal is its well-developed business law and its specialist business court, which matter most to companies with investors and complex ownership arrangements. For a small business run from another state, Delaware usually adds cost: you will still need to register in your home state, pay that state's fees, and pay Delaware's annual tax as well. See which state to form your LLC in.
Delaware can suit holding companies, businesses with several investors, and owners who value its legal framework enough to pay a higher fixed yearly cost. See Wyoming vs Delaware LLC.
What does the Certificate of Formation ask for?
Delaware's form contains only what the statute requires:
- The LLC's name, which must include "Limited Liability Company", "L.L.C." or "LLC". Check availability on the Division of Corporations website first.
- The registered office and agent: the complete name and Delaware street address of the agent who accepts legal papers for the LLC.
- The signature of an authorized person, with their name printed or typed below it.
The form does not ask for the members or managers. You can draft your own certificate with additional provisions the statute allows, but most small businesses use the state's template. Delaware also allows separate series inside one LLC. See what a series LLC is.
How do you form a Delaware LLC, step by step?
Choose and check the name
Search the Division of Corporations' entity name database and make sure the name carries one of the required endings.
Appoint a registered agent
Any person or company with a Delaware street address can act. Owners outside Delaware normally use a commercial registered agent, and many agents also file the certificate for you.
Complete and sign the Certificate of Formation
The authorized person signs. A cover letter with your name, address and phone number helps the office contact you if something is wrong.
File and pay $110
File with the Delaware Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901, or through a registered agent. Checks are payable to "Delaware Secretary of State". You receive a stamped filed copy, and a certified copy costs an extra $50.
Finish the set-up
Write an operating agreement, get the EIN and open a bank account. See how to start an LLC.
Delaware offers expedited processing for an additional fee. Ask the Division of Corporations or your agent for the current options if you have a deadline.
What is the Delaware LLC annual tax?
Every Delaware LLC pays a flat annual tax, whether or not it did business that year. Delaware's Certificate of Formation form, revised in August 2026, states the amount as $400. Older sources quote $300, the previous figure. It is due by June 1 of each year following the calendar year in which the certificate became effective, so an LLC formed at any point in 2026 first pays by June 1, 2027. It is paid online through the Division of Corporations' franchise tax system. See Delaware LLC annual tax.
Delaware does not require an annual report from LLCs, unlike Delaware corporations. Late payment brings a penalty and monthly interest, and an LLC that stops paying can lose its good standing.
What does a Delaware LLC cost each year?
| Item | Amount | When |
|---|---|---|
| Certificate of Formation | $110 | Once, at formation |
| Certified copy of the certificate | $50, optional | At formation, if needed |
| Annual LLC tax | $400 under the current form | By June 1 each year, from the year after formation |
| Registered agent | Set by the agent | Each year |
| Registration in your home state | Set by that state | If you do business there |
For a comparison with other states, see how much an LLC costs.
Does Delaware tax an LLC's income?
For federal tax, a Delaware LLC is taxed like any other LLC. See how LLCs are taxed. Delaware has no sales tax. Delaware does have personal and corporate income taxes, which apply to income from Delaware activity. An LLC that only exists in Delaware on paper and operates elsewhere is taxed where it actually operates. The flat annual tax is due regardless.
Is Delaware a good choice for owners outside the US?
It works, but it is not the cheapest option. Owners abroad with no US base often compare it with Wyoming and New Mexico, which have lower yearly costs. See the best state for a non-resident LLC.
Want your Delaware LLC filed?
We prepare and file the Certificate of Formation, arrange the registered agent and EIN, and diary your June 1 tax each year.
Questions people ask
How much does it cost to form an LLC in Delaware?
$110 to file the Certificate of Formation, plus a registered agent's fee if you use a commercial agent.
What is the Delaware LLC annual tax in 2026?
Delaware's Certificate of Formation form, revised August 2026, states $400 a year, due June 1. Older sources quote $300.
Does a Delaware LLC file an annual report?
No. Delaware LLCs pay the flat annual tax but do not file an annual report.
Do I need to live in Delaware to form an LLC there?
No. You need a registered agent with a Delaware street address.
When is the first Delaware LLC tax due?
By June 1 of the year after the certificate becomes effective. An LLC formed in 2026 first pays by June 1, 2027.
Sources
Every fee, date and rule on this page was taken from these official and primary sources.
- Delaware Division of Corporations: Certificate of Formation form, rev. 8/2026
- Delaware Code, Title 6, Chapter 18: Limited Liability Company Act, sections 18-201 and 18-1107
- IRS: Get an employer identification number
Rules and fees change. If you are reading this long after September 30, 2026, confirm the figures with the source before you rely on them.
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This guide is general information. It is not tax or legal advice for your situation.