Deal alert! Northwest will form your LLC for $39 (60% discount). See details.
Starting a Delaware LLC, step-by-step
Starting a Delaware LLC costs $90. And it takes 10 days to get an LLC in Delaware.
Here are the 6 steps to forming an LLC in Delaware:
- Choose an LLC Name
- Select a Registered Agent
- File a Certificate of Formation
- Create an Operating Agreement
- Get an EIN
- Get a Business License
If you want to form your LLC yourself, follow our free guide below.
If you want someone to take care of it for you, we recommend hiring Northwest Registered Agent
Need to save time? Hire a company to form your LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(We recommend Northwest. We've reviewed all the top companies in the industry. And Northwest is our #1 pick for prices, customer support, and address privacy. Check out Northwest vs LegalZoom to learn more.)
How much does it cost to start an LLC in Delaware?
It costs $90 to start an LLC in Delaware.
And then it costs $300 per year.
What are these fees for?
- The $90 is to file the Certificate of Formation – the document that creates an LLC.
- The $300 per year is for your Annual Franchise Tax Report – a mandatory filing that keeps your LLC in good standing.
To learn more about LLC Costs, see LLC Costs in Delaware.
How long does it take to get an LLC in Delaware?
If you file your LLC by mail, it will be approved in 10 business days (plus mail time).
But if you file online, your LLC will be approved in 10 business days.
Please see How long does it take to get an LLC in Delaware to check for any delays.
Here are the steps to forming an LLC in Delaware
1. Search your LLC Name
Search your Delaware LLC Name to make sure it’s available in the state.
You need to do this because two businesses in the state can’t have the same name.
First, search your business name and compare it to existing businesses in Delaware. You can make sure the LLC Name you want is unique from existing businesses using the Division of Corporations’ Name Availability Search.
Second, familiarize yourself with the naming rules in Delaware (so your Delaware LLC gets approved).
We’ll explain both in more detail here: Delaware LLC Name.
2. Choose a Delaware Registered Agent
The next step is to choose a Delaware Registered Agent.
A Delaware Registered Agent is a person or company who accepts legal mail and state notices on behalf of your Delaware Limited Liability Company.
Who can be an LLC Registered Agent?
You have 3 options for who can be the Registered Agent:
- You
- A friend or family member
- A Registered Agent Service
Delaware requires LLC Registered Agents to have a physical street address in Delaware. PO Boxes aren’t allowed.
And the Registered Agent’s name and address will be listed on public records.
If you don’t have an address in Delaware, or you want more privacy, you can hire a Registered Agent Service for your LLC.
We recommend Northwest Registered Agent
Our favorite feature about Northwest is they’ll let you use their office address throughout your LLC filing. This way, you can keep your address off public records.
They’ll also scan any mail sent to your LLC and upload it to your online account.
Northwest has excellent customer service, and they’re who we trust to be our own Registered Agent.
Special offer: Hire Northwest to form your LLC ($39 + state fee), and you'll get a free year of Registered Agent service.
(Why is Northwest the best? Read our Northwest Registered Agent review)
3. File Delaware LLC Certificate of Formation
To start an LLC, you need to file the Delaware Certificate of Formation.
This gets filed with the Delaware Division of Corporations.
The Delaware Certificate of Formation costs $90 if you file online.
This is a one-time fee to create your LLC.
If you want to file this yourself, see our step-by-step guide: Delaware Certificate of Formation.
Or, you can hire a company to do it for you.
Need to save time? Hire a company to form your LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(Learn why Northwest is #1 in Northwest vs LegalZoom)
4. Create a Delaware LLC Operating Agreement
A Delaware LLC Operating Agreement serves as a “companion” document to the Certificate of Formation.
The Certificate of Formation creates your LLC, and the Operating Agreement shows who owns the LLC.
Additionally, some banks require an Operating Agreement when you open an LLC bank account.
And having an Operating Agreement will be very helpful if you ever end up in court. Reason being, it helps prove that your LLC is being run properly.
That’s why we recommend that all LLCs have an Operating Agreement – including Single-Member LLCs.
Furthermore, an Operating Agreement is an “internal document“. Meaning, you don’t need to file it with the state or the IRS (Internal Revenue Service). Just keep a copy with your business records.
You can download a free template below.
Then, learn how to fill it out by watching our step-by-step Delaware Operating Agreement video.
5. Get an EIN for your LLC
The next step is to get a Delaware EIN Number from the IRS for your LLC.
Note: An EIN Number is also called a Federal Tax ID Number or Federal Employer Identification Number.
An EIN Number is used to:
- identify your LLC for tax purposes
- open a business bank account
- apply for business licenses and permits
How much does an EIN cost?
Getting an EIN Number from the IRS is completely free.
How long does it take to get an EIN?
If you apply online, it takes 15 minutes.
If you apply by mail or fax, it can take 1-3 months.
How can I get an EIN?
US Citizens/US Residents: If you have an SSN or ITIN, you can apply for an EIN online. Follow these instructions: Apply for an EIN online.
Non-US Residents: You can’t get an EIN online, but you can still get one by fax or by mail. Follow these instructions: How to get an EIN without an SSN or ITIN.
6. Delaware business licenses and permits
All LLCs in Delaware are required to get a general business license from the Delaware Division of Corporations.
And depending on where your LLC is located, you may need a local business license or permit.
For example, if you want to start a daycare, you may need a business license from the city or county.
You can learn more on our Delaware LLC Business License page.
What do I do after my LLC is approved?
After your Delaware LLC is approved, there are some additional steps.
File your Delaware LLC Annual Franchise Tax Report
All Delaware LLCs must file an Annual Franchise Tax Report every year.
The Annual Franchise Tax Report keeps your LLC in good standing with the state.
How much does a Delaware LLC Annual Franchise Tax Report cost?
The Annual Franchise Tax filing fee is $300 per year.
When is the Annual Franchise Tax Report due?
Your report and filing fee are due every year by June 1st.
When is my first Annual Franchise Tax Report due?
Your first Annual Franchise Tax is due the year after your LLC was approved.
For example, if your LLC was approved on March 15, 2023, your first $300 Annual Franchise Tax is due by June 1, 2024.
How do I file my LLC Annual Franchise Tax Report?
The Annual Franchise Tax Report can only be filed online.
Follow our step-by-step guide here: Delaware LLC Annual Franchise Tax.
Open an LLC business bank account
You’ll want to open a business bank account for your LLC.
This makes accounting and record-keeping much easier for your business finances.
Having a separate business bank account also maintains your personal liability protection. This is because it keeps your business finances separate from your personal finances.
File and pay taxes
LLCs don’t pay federal income tax. Instead, the LLC Members pay the taxes for the LLC.
Said another way, the owners pay taxes for the LLC as a part of their personal tax return.
How will my LLC be taxed?
By default, a Delaware LLC is taxed by the IRS based on the number of owners your LLC has:
- A Single-Member LLC is taxed like a Sole Proprietorship.
- A Multi-Member LLC is taxed like a Partnership.
Alternatively, you can ask the IRS to tax your LLC like a C-Corporation or S-Corporation.
Besides federal taxes, there are also state and local income taxes – and gross receipts tax. Learn more in Delaware LLC Taxes.
How to Start an LLC in Delaware FAQs
Can I start an LLC online in Delaware?
Yes, you can file your LLC online in Delaware. The Certificate of Formation filing fee is $90.
When you submit your LLC formation documents online, your LLC will be approved in 10 business days.
What are the benefits of an LLC?
The first benefit of an LLC is protecting your personal assets. Meaning, if your business is sued, your personal assets – like your home, cars, and bank accounts – are protected.
This protection applies to all LLC owners (called LLC Members). It doesn’t matter if you have a Single-Member LLC or Multi-Member LLC. All of the LLC owners are protected from the business debts and liabilities.
This type of protection wouldn’t apply if you operate as a Sole Proprietorship or Partnership. With these types of informal business structures, the owners aren’t protected in the event of a lawsuit. For that reason, Limited Liability Companies (LLCs) are a much more popular business structure.
Another benefit is LLC pass-through taxation. This means the LLC itself doesn’t pay federal income taxes. Instead, the profits “pass through” to the LLC Members. And the Members pay the taxes on their personal tax return.
And Delaware state income taxes are very similar, since the state honors the federal tax treatment of your LLC.
To learn more, please see How are LLCs taxed.
Is Delaware a good state to start an LLC?
Whether Delaware is a good state to start an LLC depends on where you live – and where you’re doing business.
Meaning, if you live in or do business in Delaware, then you should start your LLC in Delaware. While many websites talk about tax rates and advantages of certain states, none of that applies if it’s not the state where you live and do business.
For example, if you form an LLC in Delaware, but live in and conduct business in Maryland, you’ll also need to register your Delaware LLC in Maryland (and pay extra fees). And you’ll end up paying Maryland taxes anyway. This ends up leading to more costs and more headaches with no advantages.
In summary, if you live in and conduct business in Delaware, then yes, Delaware is a good state to start a business. If you don’t live in and do business in Delaware, then no, Delaware isn’t a good state to start a business.
Real estate exception: If you’re purchasing real estate outside of Delaware, you should form your LLC in the state where the property is located.
For more information, please see Why You Shouldn’t Form an LLC in Delaware and Best State to Form an LLC.
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.
DELAWARE LLC GUIDE
Follow the lessons below to form your Delaware LLC.
I have an LLC with my name. I open a Notary business. How do I add my notary business under my LLC with my name?
Hello, I live outside the USA I want to establish a company LLC. If I start my company now, will I pay state tax for this year?
Hi Ufuk, no, the Delaware LLC Franchise Tax is first due the year after your LLC is approved. If your Delaware LLC is approved anytime in 2021, your LLC’s first franchise tax payment is due by June 1, 2022. Hope that helps.
Hi, Thanks for detailed instructions. Can you tell me which state does not require my name to be mentioned as Company Officials or Directors after forming as i want to have privacy? Thanks.
Hi Muk, it is a bit more complicated than that. There are nearly 20 states where neither Members or Managers are listed in the filing form (Articles of Organization, Certificate of Organization, or Certificate of Formation). However, you’ll also need to hire a Commercial Registered Agent and hire a company to form your LLC (so they sign as the LLC Organizer). Furthermore, you’ll want to look at the state’s Annual Report filing and see what is required there. On top of that, if your LLC is formed outside of the state where it’s transacting business, it’ll need to be registered as a foreign LLC in the state(s) where it is transacting business. So you’ll also need to examine the foreign LLC registration form (and strategize in a similar fashion). Thank you for your understanding and I hope that helps.
Hi, first of all I would like to thank you for access to all the information at one place it has immensely helped me. My question is suppose I start foreign owned LLC in Delaware and Wyoming and don’t do any business. i.e. 0 sales and 0 revenue. What tax liability do both the LLC has and when are they due for payment. Thanks.
Hi Sam, you’re very welcome. There is no income tax liability if there are no sales. If your LLC has 1 owner, you need to file Form 5472 (informational return) with the IRS. If your LLC has 2 or more owners, you need to file Form 1065 (informational return) with the IRS. Hope that helps.
i need an account for my us based organisation. im non resident of usa.
i have ein number and all other documents of formation. can u kindly suggest how i can proceed with the application of bank account.
Hi Awar, we’ve written about an LLC bank account for non-US residents here: Non-US residents opening an LLC bank account. Hope that helps.
Hi Matt, I was just curious I know some states if you start an LLC they have an expiration date. Do you know by chance which states in particular do not have expiration dates? Thank you for your time.
Cody
Hi Cody, have never heard of this. Where did you read that? I believe you’re talking about a perpetual existence. In most states, LLCs by default have a perpetual existence. In some state filings, you can “override” that default and enter a “future date of dissolution”. Again though, there isn’t a state where LLC automatically dissolves after a certain period of time. Hope that helps.
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!
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.
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.
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.
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.