How to Form an LLC in Delaware
A Delaware Limited Liability Company (LLC) is a legal structure used to protect your personal assets (home, car, bank account) in the event your business is sued.
An LLC can be used to operate a business, or an LLC can be used to hold assets (such as real estate, vehicles, boats, or aircraft).
Forming an LLC in Delaware is simple. Search your Delaware LLC name in the state database and select your Registered Agent.
File your Delaware Certificate of Formation ($90) by mail or by fax (there is no online filing). Approval time is 1-3 weeks, unless you pay a $50 expedited fee for same-day processing.
After your Delaware LLC is approved, complete your Operating Agreement and get a Federal Tax ID Number (also known as an EIN) from the IRS.
Then make sure to pay your Delaware Annual Franchise Tax ($300) every year to keep your LLC in compliance.
We’ve created a free course that will walk you through forming your own Delaware LLC step-by-step.
On desktop, the lessons are listed on your right. On mobile, the lessons are listed at the bottom of the page.
IncFile ($49 + state fee) or LegalZoom ($149 + state fee)
8 Comments
Thank you for the comments regarding Delaware’s LLCs. I am starting a small independent solar brokerage firm in Massachusetts. I seek out principally rural properties suitable for large solar facility installations and link owners of these properties with solar developers. Your detailed commentary on Delaware requirements have steered be back to my home state with considerable savings in time and money.
Thank You,
Hank Young
Hank, sounds like an excellent business. And you’re certainly correct. Forming your LLC in Massachusetts – since that’s where you’re legally doing business – will certainly be the best bet.
Hello Matt,
Where to form an LLC if you recently declared bankruptcy and want to start over with a business but don’t want people to find out who the owner of the business is?
I guess what I mean is how to open an anonymous corporation or LLC?. I live in California but will be doing some business online and some locally in California.
Thanks.
Hi Alex, this isn’t something that we cover, so we don’t have a specific answer for you. If you form an LLC outside of California, but are doing business in California you’ll likely need to file a Foreign LLC registration in California. I also recommend reading what is doing business in California. Having said that, if you hire a Registered Agent and hire a filing company to form your LLC, there are states where you can keep member’s info off of public records. Take a look at Wyoming, New Mexico, and Delaware. Hope that helps and best wishes.
Hi, Matt
I came across your article and I’m really grateful that I did. That said, I have a question. I do not live within the US but I want to sell on amazon. I want to register my business within the US. As a non-US resident (im not allowed to sell on amazon from my homecountry), which state is best for me to form an LLC keeping in mind all the tax i’ll be entitled to pay?
Is an LLC even advisable for me as a small business owner?
As an amazon FBA seller I’m aware my goods may be stored in other states, which of these states will be best for me to register my business in?
Thanks.
Hi Adepeju, thanks for the kind words. We’re unable to comment on the best state for tax purposes for foreigners. This can vary tremendously. We recommend speaking with an accountant that specializes in US taxes for foreigners. Apologies we could be more specific. Thank you for understanding.
I want to form a 2 member LLC that will invest in a private company (which is composed of 5 S-Corps). My silent partner who owns 20% of the LLC was told DE was the best because my partner wants to avoid corporate taxes. Note we are electing to be taxed as a pass-through and not a corporation. I live in NJ and the private company does business in NY and CA.
Hi Joseph, it comes down to where the LLC is legally doing business. The laws vary by state, so there could be a chance you your LLC will be doing business in NJ and the state in which your partner resides. It doesn’t matter where the private company does business. However, we haven’t fully dove into each state’s “doing business” statutes. I recommend speaking with an attorney to determine where you’ll be legally doing business. If it turns out you’re legally doing business in NJ and/or partner’s state of residence, forming the LLC in DE won’t matter for corporate taxes… since you’ll be taxed as a Partnership, there are no corporate taxes. The K-1 income will flow through to each of you and be paid in your respective states of residency. Furthermore, the DE LLC will need to be registered as a Foreign LLC in the state(s) where it’s doing business. Hope that helps.