Starting a Delaware LLC is straightforward. You file paperwork with the Delaware Division of Corporations, pay the $90 filing fee, and wait for approval. No lawyer required.

This guide walks you through the entire process step-by-step, including costs, timelines, required forms, and common mistakes to avoid.

💡 Did You Know? Delaware is famous for business-friendly laws. Many large companies incorporate here. However, if you operate in another state, you'll need to register as a foreign LLC there too.

⏱️ Time Investment: 1-2 hours to complete paperwork. 2-4 weeks (standard) for state processing.

Step-by-Step Guide to Forming a Delaware LLC

Choose Your LLC Name

Your Delaware LLC name must:
- Include "Limited Liability Company," "LLC or L.L.C."
- Be distinguishable from existing Delaware businesses
- Not contain restricted words (bank, insurance, corporation) without approval
Check name availability: Delaware Division of Corporations Business Search

⚠️ Common Mistake: Don't skip the name search. If your name is too similar to an existing business, your filing will be rejected and you'll lose the $90 fee.
Appoint a Registered Agent

Delaware requires every LLC to have a registered agent—a person or company authorized to receive legal documents on behalf of your business.

Requirements:
- Must have a physical Delaware address (no P.O. boxes)
- Must be available during normal business hours
- Can be yourself, a partner, or a professional service
Cost: $0 if you act as your own agent. Professional services cost $100-300/year.
File Certificate of Formation

This is the official document that creates your LLC. You'll submit it to the Delaware Division of Corporations.

Required information:
- LLC name
- Purpose of business (can be general)
- Registered agent name and address
- Management structure (member-managed or manager-managed)
- Principal office address
How to file:
- Online: Delaware Division of Corporations Online Filing (fastest)
- Mail: Download and mail completed form (slower)
Filing Fee: $90 (non-refundable)
Visit Delaware Division of Corporations
Create an Operating Agreement

While not always legally required, an Operating Agreement is highly recommended. It defines ownership percentages, profit distribution, management structure, and procedures for adding/removing members.

Why you need it:
- Protects your limited liability status
- Prevents disputes between members
- Required by most banks to open a business account
💡 Pro Tip: Even if you're a single-member LLC, create an Operating Agreement. It strengthens the legal separation between you and your business.
Get an EIN (Employer Identification Number)

An EIN is like a Social Security number for your business. You need it to open a bank account, hire employees, and file taxes.

How to get it: Apply free online at the IRS website. Takes 10 minutes, receive immediately.

Cost: $0 (free from the IRS)

⚠️ Scam Alert: Third-party services charge $50-200 for EIN applications. Don't pay. The IRS does this for free.
File Your Annual Report

Delaware requires LLCs to file an annual report with the Delaware Division of Corporations.

Cost: $300/year

Due: Check with the Delaware Division of Corporations for your specific due date, typically based on your formation date.

⚠️ Don't Miss It: Failing to file your annual report can lead to administrative dissolution of your LLC.
Understand Delaware Franchise/Business Tax

$300 annual tax

💡 Note: Delaware has no sales tax and no state income tax on LLCs that don't operate within the state. The $300 annual tax is a flat fee regardless of income.

Complete Cost Breakdown

Item	Cost	When Due
Certificate of Formation	$90	At filing
EIN (Federal Tax ID)	$0	Anytime
Registered Agent (if using service)	$100-300	Annual
Annual Report	$300	Annually
Franchise/Business Tax	Varies	Annually
TOTAL (First Year, DIY)	$90	—

Note: Optional costs like registered agent services ($100-300/year) and business licenses (varies by city/industry) are not included in the minimum total.

Timeline: How Long Does It Take?

Step	Time Required
Choose name and check availability	15 minutes
Complete Certificate of Formation	20-30 minutes
State processing	2-4 weeks (standard)
Create Operating Agreement	1-2 hours
Get EIN from IRS	10 minutes (instant online)
TOTAL	2-4 weeks (standard) (plus paperwork time)

Common Mistakes to Avoid

1. Skipping the Operating Agreement

Banks often won't open business accounts without one. Plus, it protects you in disputes and strengthens your liability protection.

2. Not Separating Personal and Business Finances

Open a dedicated business bank account immediately. Mixing personal and business funds can "pierce the corporate veil" and eliminate your liability protection.

3. Forgetting Ongoing Compliance

Delaware requires annual filings. Missing these deadlines can result in penalties or dissolution of your LLC.

4. Using Your Home Address as Registered Agent

Your registered agent address is public record. If you value privacy, consider using a professional registered agent service or a business address.

5. Paying Third-Party "EIN Services"

Scammers charge $50-200 to file for your EIN. The IRS does this for free at irs.gov. Never pay for an EIN.

Delaware LLC Tax Information

Delaware has no sales tax and no state income tax on LLCs that don't operate within the state. The $300 annual tax is a flat fee regardless of income.

Federal taxes: By default, LLCs are "pass-through" entities—profits pass through to your personal tax return. Single-member LLCs are taxed as sole proprietorships. Multi-member LLCs are taxed as partnerships. You can also elect S-corp or C-corp taxation if beneficial.

💡 Tax Tip: Consider consulting a CPA familiar with Delaware tax law. The right tax structure (default, S-corp, or C-corp election) can save you thousands annually.

Do You Need a Lawyer?

Short answer: No.

Forming a Delaware LLC is simple enough to do yourself. The forms are straightforward, and the Delaware Division of Corporations website has instructions.

When you might want a lawyer:

Complex ownership structures (multiple members with different equity stakes)
High-risk industries (healthcare, finance, construction)
Significant startup capital or investor involvement
You want custom Operating Agreement provisions

Typical lawyer cost: $500-1,500 for LLC formation services.

Delaware LLC Checklist

Choose LLC name and verify availability
Appoint a registered agent with a physical Delaware address
File Certificate of Formation with $90 fee
Create an Operating Agreement
Apply for EIN with the IRS (free)
Open a business bank account
Set calendar reminder for annual report
Obtain any required business licenses for your city/industry
Set up accounting to separate business and personal finances

Frequently Asked Questions

Can I form a Delaware LLC if I don't live in Delaware?

Yes. You can form a Delaware LLC from any state or country. However, you'll need a registered agent with a physical Delaware address.

How much does it cost to start an LLC in Delaware?

The state filing fee is $90. Add $0 for your EIN (free from IRS). If you use a professional registered agent, add $100-300/year. Total minimum DIY cost: $90.

How long does it take to form an LLC in Delaware?

State processing typically takes 2-4 weeks (standard). The paperwork itself takes 1-2 hours to complete.

What's the difference between member-managed and manager-managed?

Member-managed: All LLC owners (members) make day-to-day decisions. Most common for small businesses.

Manager-managed: Members appoint one or more managers to run the business. Used when some members are passive investors.

Do I need a business license in Delaware?

It depends on your city and industry. After forming your LLC, check with your local clerk's office for required permits or licenses. Professional services may need state-level licensing.

Can I convert my sole proprietorship to an LLC?

Yes. Form a new LLC and transfer your business assets. Update your licenses, permits, contracts, and bank accounts with your new LLC name.

How is a Delaware LLC taxed?

Delaware has no sales tax and no state income tax on LLCs that don't operate within the state. The $300 annual tax is a flat fee regardless of income. At the federal level, LLCs are pass-through entities by default. You can elect S-corp or C-corp taxation if it's more beneficial.

What happens if I don't maintain my LLC?

Failing to file your annual report or maintain a registered agent can lead to penalties, late fees, and eventually administrative dissolution of your LLC.

Why Choose Delaware for Your LLC?

✓ Delaware LLC Advantages:

Filing fee: $90
Processing time: 2-4 weeks (standard)
Ongoing costs: $300/year
No state income tax
No sales tax

Other State LLC Guides

Comparing states? Check out our other popular LLC guides:

Additional Resources

🎉 Ready to Start? You now have everything you need to form your Delaware LLC. The process is straightforward—just follow the steps above and you'll be up and running in 2-4 weeks (standard).

Last updated: February 27, 2026
Information verified with Delaware Division of Corporations and IRS guidelines. Contact the Delaware Division of Corporations at (302) 739-3073 for the most current information.