Starting a business is exciting. This guide to LLC formation in Delaware explains the filing, the ongoing reports and the taxes that apply, with flat fee pricing.
In Delaware, you form an LLC by filing a Certificate of Formation with the Delaware Division of Corporations. In addition, delaware LLCs pay a flat annual tax, generally due June 1, without filing an annual report. Therefore, planning for ongoing obligations matters as much as the filing itself.
Our attorneys form Delaware LLCs and draft operating agreements at fixed prices, entirely online.
Filing your Delaware LLC
Delaware LLCs are formed by filing a Certificate of Formation with the Delaware Division of Corporations, usually online. State fees change from time to time, so confirm the current amount when you file.
You must appoint a registered agent with a physical address in Delaware. In addition, the name must include "LLC" or a similar designation and be distinguishable from existing names. Our LLC Formation service, from $99, handles the filing and checklist.
Ongoing reports in Delaware
Delaware LLCs pay a flat annual tax, generally due June 1, without filing an annual report. Consequently, set a recurring reminder.
Our annual report filing service tracks and files your reports. As a result, your LLC stays in good standing without extra effort.
Delaware taxes for LLCs
Delaware LLCs that do not do business in Delaware usually owe no Delaware income tax, but they must pay the annual LLC tax. By default, a single-member LLC is taxed like a sole proprietorship, and a multi-member LLC like a partnership. Therefore, profits usually pass through to the owners' personal returns.
Delaware is famous for flexible LLC law and its specialized Court of Chancery. However, if you operate elsewhere, you must also register and pay taxes in that state.
Your Delaware operating agreement
Filing creates the LLC, but the operating agreement decides how it works. Without one, Delaware's default rules apply, and they may not match your deal.
A strong agreement sets ownership percentages, contributions, profit allocations and voting rules. Moreover, it plans for exits such as death, divorce or a member who wants out. A buy-sell agreement can add detail on valuation and payment. Our LLC Operating Agreement service drafts a Delaware-ready agreement, starting at $79.
LLC or corporation in Delaware?
Most small businesses in Delaware choose an LLC for its flexibility and simple taxes. Moreover, an LLC can elect S corporation tax treatment if it qualifies, which can reduce self-employment tax for profitable businesses.
However, startups seeking venture capital usually need a C corporation, often formed in Delaware and registered in Delaware. Consequently, compare both before filing. Our business formation consultation walks through the trade-offs, and our corporation formation service sets up corporations when needed.
Your first month after forming a Delaware LLC
Next, obtain an Employer Identification Number from the IRS. It is free and usually issued online the same day. Then open a business bank account in the LLC's name, so business and personal money stay separate.
After that, register for state taxes where required and check city or county licensing. In addition, employers must register for payroll taxes and unemployment insurance. Finally, sign your operating agreement and store it with your formation documents.
Protecting your liability shield in Delaware
An LLC protects your personal assets only if you treat it as a separate business. Courts in Delaware, like courts elsewhere, can disregard the LLC in serious cases of abuse.
Therefore, sign contracts in the LLC's name, keep business money in a business account and keep the LLC adequately funded. In addition, carry appropriate insurance, because an LLC does not protect you from your own negligence. If you operate in other states, our foreign qualification service registers you there.
Common Delaware LLC mistakes
The most common mistake is missing a state filing or tax deadline. Another is mixing personal and business money, which weakens liability protection.
Similarly, owners sometimes forget to update the Delaware Division of Corporations when addresses or managers change. Consequently, important notices go astray. Therefore, review your LLC's records at least once a year.
Choosing a name and registered agent in Delaware
Search the state database before filing to confirm your name is available. In addition, check that a matching domain name is free. A name search is not a trademark search, so consider a trademark search before investing in branding.
Your registered agent must have a physical Delaware address and be available during business hours. Many owners use a professional agent for privacy, because the agent's address appears in public records instead of their home.
Do you need a lawyer to form an LLC in Delaware?
Delaware does not require a lawyer to form an LLC. However, the filing is the easy part. The real risks lie in the operating agreement and the tax setup.
Attorney-prepared formation gives you a fixed price and documents that fit your situation. As a result, partners know where they stand, and the LLC is set up to protect you from the start. If you are unsure which structure fits, a business formation consultation explains the options for Delaware.
Changing, adding members or closing your Delaware LLC
Businesses change over time. For example, you may add a partner, change managers, move the office or rename the company. Most changes require an amendment filed with the Delaware Division of Corporations. Similarly, the operating agreement should be updated to match.
Adding or removing members also has tax consequences. Therefore, plan the change with your accountant. If the business ends, file the required dissolution documents and settle debts properly. Otherwise, fees and reports may continue to accrue. Our dissolution filing service handles the closing steps.
Licenses and permits for a Delaware LLC
Forming the LLC does not license the business. Depending on what you do, you may need state professional licenses, a sales tax permit, and city or county business licenses. For instance, regulated trades usually need their own state license.
Therefore, check requirements with Delaware agencies and your local government before opening. Consequently, you avoid fines and interruptions after launch.
Single-member vs. multi-member LLCs in Delaware
A single-member LLC has one owner and is simple to run. However, a written operating agreement still helps prove the LLC is separate from you.
A multi-member LLC files a federal partnership return by default, and each member receives a Schedule K-1. Moreover, its operating agreement must cover voting, profit sharing and exits in detail. For the national picture, read our national guide to LLC formation and corporate structuring.
Our LLC Formation services in Delaware
Every service below has a fixed price, is prepared by a qualified attorney and is delivered online — wherever you are in Delaware. Additionally, you can upload evidence, message your attorney and track progress from your secure client dashboard.
LLC Formation Documents in Delaware
Articles of organization, EIN guidance and initial resolutions (state fees extra).
Moreover, it is usually ready in 3 working days. Express delivery is also available. As a result, you can act before deadlines pass.
Order LLC Formation Documents — from $99 See what's included →
LLC Operating Agreement in Delaware
Single- or multi-member operating agreement.
Moreover, it is usually ready in 3 working days. Express delivery is also available. As a result, you can act before deadlines pass.
Order LLC Operating Agreement — from $79 See what's included →
Corporation Formation (C-Corp / S-Corp) in Delaware
Formation of your corporation: articles of incorporation, bylaws, initial resolutions, share issuance and S-election guidance.
It includes prepared by our US legal team for your state, based on your questionnaire answers and documents, word and PDF, ready to sign, send or file. Moreover, it is usually ready in 5 working days. Express delivery is also available. As a result, you can act before deadlines pass.
Order Corporation Formation (C-Corp / S-Corp) — $999 See what's included →
Business formation consultation in Delaware
A confidential 45–60 minute phone or video consultation with a licensed US attorney about choosing and forming the right business entity. Get straight answers on your rights, options, risks and likely costs, and a clear plan for your next steps.
It includes 45–60 minute call with a licensed US attorney — phone, video or WhatsApp, upload documents beforehand so your attorney is prepared, your rights, options, risks and likely costs in plain English. Moreover, it is usually ready in 1 working day. Express delivery is also available. As a result, you can act before deadlines pass.
Order Business formation consultation — $299 See what's included →
Annual Report Filing in Delaware
Preparation and filing of your company's annual report with the Secretary of State.
It includes prepared by our US legal team for your state, based on your questionnaire answers and documents, word and PDF, ready to sign, send or file. Moreover, it is usually ready in 2 working days. Express delivery is also available. As a result, you can act before deadlines pass.
Foreign Qualification Filing (per state) in Delaware
Registering your company to do business in another state, including the certificate of good standing and registered agent.
It includes prepared by our US legal team for your state, based on your questionnaire answers and documents, word and PDF, ready to sign, send or file. Moreover, it is usually ready in 3 working days. Express delivery is also available. As a result, you can act before deadlines pass.
Order Foreign Qualification Filing (per state) — $250 See what's included →
Buy-Sell Agreement in Delaware
A buy-sell agreement setting what happens to an owner's share on death, disability, divorce or exit — and how it is valued.
It includes prepared by our US legal team for your state, based on your questionnaire answers and documents, word and PDF, ready to sign, send or file. Moreover, it is usually ready in 7 working days. Express delivery is also available. As a result, you can act before deadlines pass.
LLC Formation across Delaware — cities we serve
We work with clients in every part of Delaware, entirely online. Therefore, it does not matter whether you live downtown or hours from the nearest courthouse. Your documents follow Delaware law and your county's local practice. Choose your city below to see local details and prices.
- Wilmington: LLC Formation Documents in Wilmington · LLC Operating Agreement in Wilmington · Corporation Formation (C-Corp / S-Corp) in Wilmington
- Dover: LLC Formation Documents in Dover · LLC Operating Agreement in Dover · Corporation Formation (C-Corp / S-Corp) in Dover
- Newark: LLC Formation Documents in Newark · LLC Operating Agreement in Newark · Corporation Formation (C-Corp / S-Corp) in Newark
- Middletown: LLC Formation Documents in Middletown · LLC Operating Agreement in Middletown · Corporation Formation (C-Corp / S-Corp) in Middletown
- Smyrna: LLC Formation Documents in Smyrna · LLC Operating Agreement in Smyrna · Corporation Formation (C-Corp / S-Corp) in Smyrna
More Delaware services
LLC Operating Agreement in Delaware · Corporation Formation (C-Corp / S-Corp) in Delaware · Business formation consultation in Delaware · Annual Report Filing in Delaware · Foreign Qualification Filing (per state) in Delaware · Buy-Sell Agreement in Delaware. See all legal services in Delaware.
Nearby states
Moving between states, or is the other party elsewhere? We also cover LLC Formation Documents in Maryland, LLC Formation Documents in Pennsylvania, LLC Formation Documents in New Jersey. See every location we cover.
Frequently asked questions
How do I form an LLC in Delaware?
File a Certificate of Formation with the Delaware Division of Corporations, appoint a registered agent and adopt an operating agreement. Our attorney-prepared formation starts at $99 plus the state fee.
Does a Delaware LLC file annual reports?
Delaware LLCs pay a flat annual tax, generally due June 1, without filing an annual report.
What taxes does a Delaware LLC pay?
Delaware LLCs that do not do business in Delaware usually owe no Delaware income tax, but they must pay the annual LLC tax.
Do I need an operating agreement in Delaware?
It is strongly recommended. It replaces the state's default rules and supports your liability protection, and banks often ask for one.
Do you form LLCs anywhere in Delaware?
Yes. We form Delaware LLCs and draft operating agreements statewide.
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Related guides
This guide is general information, not legal advice for your situation. Every case is different — speak to a qualified attorney before you act.