How to Start an LLC in Delaware
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Delaware LLC filing fee & timeline
To form an LLC in Delaware you file your Certificate of Formation with the state and pay the state filing fee of $110. Incofile adds a flat, one-time service fee on top — no monthly charges — and your total is always shown before you pay.
Most Delaware LLC filings are prepared and submitted within one business day. State approval time depends on Delaware's current processing queue, typically ranging from a few business days to a few weeks, with expedited options available in many states.
Why form an LLC in Delaware
Delaware is the home of US corporate law: a specialist business court (the Court of Chancery), a large body of predictable case law, and strong privacy. Investors and start-ups usually prefer it. The trade-off for a small LLC is the flat $400 annual franchise tax, regardless of income.
Delaware LLC at a glance
| State filing fee | $110 |
|---|---|
| Document filed | Certificate of Formation |
| Standard approval time | Around 1–2 weeks |
| Expedited options | 24-hour, same-day and faster services available for an additional state fee (from $50) |
| Annual report | None for LLCs |
| Annual franchise tax | $400 flat, due 1 June each year (raised from $300 by House Bill 400 in 2026) |
| Late penalty | $200 penalty plus 1.5% interest per month on the unpaid tax |
| Name reservation (optional) | $75, holds the name for 120 days |
| State income tax | No Delaware income tax on an LLC that does not do business in Delaware |
| Owner privacy | Member and manager names are not filed with the state |
| Registered agent | Required; must have a physical street address in Delaware |
State figures checked against the Delaware Division of Corporations, September 2026. State fees are set by Delaware and can change; the exact total is shown before you pay.
How much does it cost to start an LLC in Delaware?
| Cost | Amount | When |
|---|---|---|
| Certificate of Formation (state filing fee) | $110 | Required, one time |
| Registered agent | Registered agent service with a Delaware address | Required, ongoing |
| Annual franchise tax | $400 flat | Required every year by 1 June |
| Late franchise tax penalty | $200 plus 1.5% interest a month | Only if paid late |
| EIN from the IRS | Free from the IRS | Needed for a bank account and taxes |
| Name reservation | $75 for 120 days | Optional |
| Expedited processing | From $50 (24-hour, same day and faster) | Optional |
These are state, IRS and other outside costs — not Incofile fees. Your Incofile package price is shown separately at checkout, and your full total is always shown before you pay. Estimate every cost for your state with our LLC cost calculator.
How to form an LLC in Delaware — 4 steps
Choose your package
Pick the Incofile package that fits your goals. Your Delaware state filing fee is shown before you pay.
Tell us about your LLC
Complete our short form with your company name, address and ownership details — about ten minutes.
We check & file with Delaware
We confirm your name is available and file your Certificate of Formation with the Delaware state office.
Get your documents
Your approved Delaware LLC documents land in your dashboard, with reminders for your annual report and other deadlines.
How to start an LLC in Delaware: step by step
Here is exactly what forming a Delaware LLC involves, whether you file it yourself or let Incofile handle the paperwork.
Choose and check your LLC name
Pick a name that includes “LLC” or “Limited Liability Company” and is distinguishable from existing Delaware businesses. Check it with our free business name search. You can reserve it for 120 days for $75.
Appoint a registered agent
Name a registered agent with a physical street address in Delaware (not a PO box) who can accept legal papers during business hours. If you live outside Delaware or want privacy, Incofile can act as your agent.
File the Certificate of Formation
File with the Delaware Division of Corporations and pay the $110 fee. Standard processing is around 1–2 weeks; 24-hour, same-day and faster options cost extra. Member names are not filed with the state.
Create an operating agreement
Delaware does not ask you to file an operating agreement with the state, but it records who owns the LLC, how profits are shared and how decisions are made. Banks commonly ask for it.
Get an EIN
Apply to the IRS for your Employer Identification Number (EIN). You need it to open a business bank account, hire staff and file federal taxes. The IRS issues it free; non-US owners without an SSN apply by phone, fax or mail, and our Gold package handles it for you.
Register where you actually operate
If you do business in another state, you will usually need to register there as a foreign LLC. A Delaware business licence is only needed if you do business in Delaware itself.
Pay the franchise tax each year
Delaware LLCs file no annual report, but pay a flat $400 franchise tax by 1 June every year, starting the year after formation. Late payment adds a $200 penalty plus interest.
Delaware LLC filing requirements: what you need
- A business name that is available and meets Delaware's naming rules (it must include “LLC” or “Limited Liability Company”).
- A registered agent with a physical address in Delaware — Incofile can be your agent.
- Certificate of Formation filed with the Delaware state office — we prepare and submit these for you.
- An operating agreement and EIN to open a business bank account (included in our Gold and Platinum packages).
- Ongoing compliance — Delaware's reports, taxes and registered agent rules (see below). We track the deadlines and remind you.
Operating agreement
An operating agreement sets out who owns the LLC, how profits are split, how decisions are made and what happens if a member leaves. Delaware does not ask you to file it with the state, but banks usually want to see it, and without one the state's default rules apply. Incofile includes a customised operating agreement in the Gold and Platinum packages.
EIN (Employer Identification Number)
Your EIN is the federal tax ID for your LLC. You need it to open a business bank account, hire staff and file taxes. The IRS issues it free — online in minutes if you have a Social Security number, or by fax or mail (one to eight weeks) if you don't. Our Gold and Platinum packages include it, and it is also available as a separate service.
This is general information, not legal advice. If you're unsure which structure is right, compare LLC vs S-Corp vs C-Corp.
Delaware LLC naming rules
The name must contain “Limited Liability Company”, “LLC” or “L.L.C.” and be distinguishable from existing Delaware entities. Check availability with our free business name search.
Keeping your Delaware LLC compliant
Franchise tax
Delaware LLCs do not file an annual report, but every LLC pays a flat $400 franchise tax by 1 June each year, starting the year after formation (Delaware raised it from $300 in 2026). Paying late triggers a $200 penalty plus 1.5% interest a month, and the LLC loses its good standing — which matters if you need a certificate for a bank or investor.
Registered agent
A Delaware registered agent with a physical Delaware address is mandatory for as long as the LLC exists. Incofile can act as your Delaware registered agent.
Taxes
If your LLC does not do business inside Delaware it owes no Delaware income tax; profits pass through to the owners and are taxed federally and in their home state. Most founders who choose Delaware still register as a foreign LLC in the state where they actually operate.
Licences
A Delaware business licence from the Division of Revenue is required only if you carry on business in Delaware itself.
Incofile clients get every Delaware deadline tracked in their dashboard with email reminders — see registered agent service.
Official Delaware resources
Delaware LLC — frequently asked questions
How much does it cost to start an LLC in Delaware?
Incofile charges a flat, one-time formation fee (Silver, Gold or Platinum) plus the Delaware state filing fee of $110. There are no monthly charges, and the total is shown before you pay.
How long does it take to form an LLC in Delaware?
We prepare and submit your Delaware Certificate of Formation within one business day. State approval times vary from a few business days to a few weeks; expedited filing is available in many states.
Do I need a registered agent in Delaware?
Yes. Delaware requires every LLC to have a registered agent with a physical address in the state to receive legal and state mail. Incofile can serve as your Delaware registered agent so you stay compliant and keep your address private.
Can I start an LLC in Delaware if I live in another state or country?
Yes. You do not need to live in Delaware to form an LLC there. Incofile can act as your registered agent and provide a business address, so you can form and run your Delaware LLC from anywhere.
Is Delaware worth it for a small business?
If you plan to raise venture capital or want the certainty of Delaware business law, yes. If you are a small local business, your home state is usually cheaper because Delaware charges $400 a year regardless of income and you would still have to register at home.
Does a Delaware LLC file an annual report?
No. Delaware LLCs pay a flat $400 franchise tax by 1 June each year instead of filing a report.
Are Delaware LLC owners public?
No. Delaware does not collect member or manager names on the Certificate of Formation, so they do not appear on the public record.
How fast can Delaware approve my LLC?
Standard processing is around 1–2 weeks. Delaware sells expedited services — 24-hour, same-day and faster — for an additional state fee, and we can file at whichever speed you choose.
How much does a Delaware LLC cost per year?
$400 a year in franchise tax, due by 1 June, plus your Delaware registered agent. If you operate in another state, add that state’s foreign registration and annual fees.
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