Start an LLC in Delaware
Forming an LLC in Delaware is a process that takes several steps and understanding the requirements of filing Delaware’s Certificate of Formation. You’ll also need to get a registered agent, pick an available name, and get a business license.
If you’re ready to file, use our form tool to fill in the information you’ll need to send to the Delaware Division of Corporations. Our page also gets into the process of checking your business name’s availability, where to send your paperwork, and getting a Delaware business license.
How to Start an LLC in Delaware
A Delaware limited liability company (LLC) is formed when you file the Certificate of Formation with the Delaware Division of Corporations. It costs $110 whether you file online or by mail.
To start your LLC, you’ll first need to choose a name and appoint a registered agent. There’s a bit more to do, however. Here’s how to get your Delaware LLC up and running.
1. Name Your LLC
Coming up with a unique name for your Delaware LLC is your first task. If you already have a name in mind, you can run it through the Delaware Business Name Search to see if it’s available.
Delaware LLC naming requirements
The rules are spelled out in Del. Code tit. 6 § 18-102, but here are the basics. Your LLC’s name:
- needs to include either Limited Liability Company, L.L.C., or LLC.
- cannot currently be in use by another business in Delaware.
For reserving it, getting a domain name in Delaware, and getting a DBA, you’ll need to go through a different set of requirements.
| Reserve a Delaware LLC name | Reserve your LLC’s name ($75) |
| Get a Delaware DBA | Register |
| Register a domain name | Get a domain name |
| Trademark your LLC name | Protect your brand |
After you’ve secured your business name, you’ll need to find a Delaware registered agent so that you can complete your Delaware Certificate of Formation without having it rejected by the state.
2. Appoint a Delaware Registered Agent
All Delaware LLCs are required to appoint a registered agent. A registered agent is an individual (like yourself) or a company (like us) designated to receive legal and state mail on behalf of your business.
DE registered agent requirements
A Delaware registered agent must fulfill certain duties in accordance with Del. Code tit. 8 § 132. At a minimum, your registered agent is required to:
- have a physical address in the state of Delaware (not a P.O. Box).
- maintain regular business hours.
- accept legal mail and communications from the Delaware Division of Corporations on behalf of your business and forward them to you promptly.
You can be your own registered agent in Delaware if you don’t mind having your name and address on the public record. You’ll need to be on hand at this address during regular business hours to accept any legal mail that arrives.
Benefits of Using a Registered Agent Service
Many small business owners wonder if they can be their own registered agents. And the truth is, yes, you can. However, registered agent names and addresses are public information.
So if you appoint yourself as registered agent, your address will be visible on the Delaware Corporate Name Search, where it can end up in the hands of data brokers and scam artists. This is why using a registered agent service is often the smarter choice.
| Privacy | Keep your private
address private |
| Peace of mind | Get notified IMMEDIATELY
of legal mail. |
| Image protection | Don’t get served
at home. |
When Northwest is your registered agent, you never have to worry about us being late to the game. We scan and upload all legal mail to our clients’ accounts the same day we receive it.
3. File Delaware Certificate of Formation
You’ll need to fill out a form called Certificate of Formation of a Limited Liability Company to officially form your Delaware LLC.
Everything on the form will be public record. This includes your:
- Company name. Write your name exactly as you want it to appear in the state’s records.
- Registered agent. This is the person or business that will accept official mail on behalf of your LLC.
- Registered office. This must be a physical address in Delaware where your registered agent is present during office hours.
- Authorized person. The person who is submitting your Certificate of Formation will need to add their printed name and signature.
You can submit the form two ways:
| Online | eCorp Business Services |
| Division of Corporations
John G. Townsend Building 401 Federal Street Suite 4 Dover, DE 19901 |
When submitting your Delaware Certificate of Formation by mail, you’ll need to include a cover sheet.
If all LLC owners (called members) take part in running the day-to-day operations, it’s a member-managed LLC.
If the LLC members don’t want to run the business themselves, they can hire a manager. LLC managers can sign contracts and recruit/fire staff, among other things. This is a manager-managed LLC.
A Delaware Series LLC is a business entity made up of one parent company and at least one child company. Each LLC is an entity in its own right, with its own funding and limited liability. This is helpful for businesses that need protection for several different assets, like real estate companies.
There are two types in Delaware: a Protected Series LLC and a Registered Series.
A Protected Series LLC is cheaper because there is only one formation fee and one annual franchise tax. With Registered Series LLCs, you must pay formation fees and a $75 annual fee per business.
However, Registered Series have the option to receive a Certificate of Good Standing alongside the Certificate of Formation, which is crucial if an individual Series LLC wants to apply for a loan.
- You can start a Protected Delaware Series LLC by filing the same paperwork (the Certificate of Formation) with the Division of Corporation. The only extra step is including a Notice of Limitation on Liabilities Clause, which authorizes your Delaware Series LLC to be a parent organization. From there, you add child LLCs by amending your operating agreement.
- You can start a Registered Delaware Series LLC by first starting a Protected Delaware Series LLC. (Same paperwork, same fees.) Then you will file the Certificate of Registered Series. This costs an additional $110 filing fee.
Get Help Registering
Your Delaware LLC
Register Today
4. Get State of Delaware Business License
Every business that operates in Delaware is required to obtain a general business license from the Division of Revenue. Your Delaware business license fee depends on your industry. For example, advertising agencies have a $75 fee and travel agencies pay $225.
You can submit the form two ways:
| Online | Delaware’s One Stop |
| Call (302) 577-8778
to get a form via the mail |
This license must be renewed annually.
5. Create an Operating Agreement
An operating agreement is a document that details how your company will function behind the scenes. It defines the fundamental processes—how to vote, resolve conflict, distribute profits and losses, and even dissolve your LLC.
Operating agreements aren’t legally required in Delaware, but they are good business practice. You can use our attorney-drafted Delaware operating agreement template to get started.
6. Get an EIN
An EIN (Employer Identification Number) is similar to a Social Security number, but for businesses instead of individuals. Your EIN will be used by the IRS to identify your company on tax returns. You also use your EIN to get a business bank account.
You can apply for an EIN on the IRS website (the application is free) or by mail/fax. If you don’t have a Social Security number, you can call the IRS or file the paper form.
Hate paperwork? You can hire Northwest to get an EIN for you.
7. File the BOI Report
As of January 1, 2024, most LLCs are required to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). The deadline for filing your BOI Report depends on when your business was formed.
The BOI Report requirement is currently under review by both FinCEN and Congress, but the deadline for existing businesses to file the BOI Report is March 21, 2025. New businesses will have 30 days from their formation to file. We’ll keep our pages up to date as court rulings play out, so you’re not left out of the know about this important business filing.
8. Next Steps
After registering your LLC with the state of Delaware and getting any required licenses, you are legally ready to conduct business. But that doesn’t mean there’s nothing left to do. Here’s what to keep in mind after you’ve formed your LLC.
Opening a bank account
Most people start their LLC in order to have limited liability protection. But if you mix your business and personal finances, a court could rule that your LLC isn’t entitled to limited liability status. Opening a business bank account is an important way of creating (and maintaining) the separation of your business finances.
You’ll need to bring the following items to the bank to open your account:
- a copy of your Delaware LLC Certificate of Formation
- the LLC’s operating agreement & EIN
- an LLC Resolution to Open a Bank Account (if your LLC has multiple members)
Be aware that different banks have different requirements, so it’s a good idea to call your bank and find out what documents you need.
Delaware tax requirements
Delaware LLCs are not required to file an annual report but they must pay a $300 annual tax on or before June 1st of each year. Even if you haven’t actually started doing business, you’re on the hook for the franchise tax if your LLC is registered in Delaware.
Late payment comes with a $200 penalty, so be sure to set a reminder before the deadline. If you’re worried you’ll forget, you can hire Northwest to submit your annual franchise tax for you.
Additionally, all Delaware businesses have to pay a Gross Receipts Tax, which is a tax on all of the goods/services you sell. The actual tax rate depends on your business activity, but it ranges anywhere from .0945% to .7468%.
9. Delaware LLC FAQs
It costs $110 to file your Certificate of Formation with the Delaware Division of Corporations. The business license fee varies by industry but typically costs $75. LLCs also need to pay an annual franchise tax of $300.
Delaware LLCs are taxed as pass-through entities by default. This means that your share of the LLC’s profits will pass through to your personal tax return—and you’ll likely be able to claim the Qualified Business Income (QBI) deduction. Profits earned by an Delaware LLC are subject to the federal self-employment tax rate (15.3%).
Generally speaking, it takes between 2-3 weeks to form your Delaware LLC if you file online. This is pushed up slightly to 3-4 weeks if you file via paper form.
Yes! Delaware is one of 14 U.S. states that allows for Series LLCs. You form your Series LLC by filing the Certificate of Formation (the same one a regular LLC files) plus an addendum stating:
“Notice is hereby given pursuant to Section 18.215(b) of the LLC Act that the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series of the LLC, shall be enforceable against the assets of such series only and not against the assets of the LLC generally, or any other series thereof, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the LLC generally, or any other series thereof, shall be enforceable against the assets of such series.”
It costs $110 to file a Series LLC. Child LLCs underneath the umbrella parent LLC can be added by amending the operating agreement.
Yes, you can form a Delaware LLC even if you live elsewhere. The only requirement is that your registered agent has a local Delaware address.
Delaware is a popular state to form an LLC because there is no state or local sales tax. But that doesn’t mean there’s no taxes. Delaware imposes a Gross Receipts Tax on businesses, which means a percentage of the revenue of goods sold is taxed to the business. While customers don’t pay this outright, many businesses factor the cost of this tax into their prices.
*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.
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