Delaware LLC

How to Form an LLC in Delaware

How to Form an LLC in DelawareA 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).

Important: If you don’t live in, or do business in Delaware, please read why you shouldn’t form an LLC in Delaware.

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.

Need to save time? Hire a professional to form your LLC in Delaware:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
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Matt Horwitz
Founder & Educator at LLC University
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! We teach people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your entrepreneurial journey.

10 Comments

  1. Henry Young December 14, 2017

    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

    reply
    • Matt Horwitz December 22, 2017

      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.

      reply
      • Alex Gayt February 14, 2018

        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.

        reply
        • Matt Horwitz February 14, 2018

          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.

          reply
  2. Adepeju April 11, 2018

    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.

    reply
    • Matt Horwitz April 11, 2018

      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.

      reply
  3. Joseph Chan April 29, 2018

    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.

    reply
    • Matt Horwitz April 29, 2018

      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.

      reply
  4. Marius June 28, 2018

    I live in the UK, but I’ll be launching my first PL on Amazon US. What state would you recommend me to open an LLC? I want to make sure I’m not doing anything illegal in terms of taxes. I would really appreciate your help with this. Thank you!

    reply
    • Matt Horwitz July 31, 2018

      Hi Marius, you’d need to speak with an accountant since taxes for non-US residents are different. This is not our area of expertise. Thanks for understanding.

      reply

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