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Delaware's LLC statute states a policy of maximum freedom of contract, but the filing itself is plain. You submit a Certificate of Formation to the Delaware Division of Corporations with the $110 fee. After approval the LLC pays a $400 annual tax and files no annual report. Our Delaware LLC cost guide gives the full fee table, so this page focuses on how the filing works.
What does the Certificate of Formation say?
Very little. Under 6 Del. C. 18-201, one or more authorized persons sign it. It sets out the LLC name, the address of the registered office, the name and address of the registered agent, and any other matters the members decide to include. The statute lists no members or managers. The LLC exists from the moment the certificate is filed, or from a later date or time you state in it.
How do you submit the Certificate of Formation?
You have two routes. The first is the Division's Document Filing and Certificate Request Service, the eCorp portal. The second is the mail. The Division's how to form page says all filing fees must be paid when you submit. If you mail it, add a cover sheet with a name, return address and phone number.
The eCorp service is open Monday to Thursday from 7:45 a.m. to 11:59 p.m. Eastern, and on Friday until 10:30 p.m. Two details catch people out. The online service takes your submission but does not file it instantly, and the fee is charged when the order is processed. And finished documents come back by regular First Class mail unless you give a Federal Express or UPS account number. The Division cannot return requests by fax or email.
How long does Delaware take, and what does a rush cost?
Delaware publishes no standard timeframe. The FAQ says regular processing depends on volume. If you need a date, the fee schedule offers these for an LLC formation:
- 24 hour service: $50.
- Same day service: $100.
- Priority two hour service: $500 per document.
- Priority one hour service: $1,000 per document.
These are on top of the $110.
Who can be the registered agent?
Every Delaware entity must have one, with a physical street address in Delaware. The agent can be a Delaware resident or a business entity authorized to do business in the state. A company can act as its own agent if it is physically located in Delaware. An owner with no Delaware address needs someone else. An agent cannot work only through a virtual office or mail forwarding. The details are on our Delaware registered agent page. Read being your own registered agent for general advice.
Which name can you use?
The name must contain Limited Liability Company, L.L.C. or LLC (6 Del. C. 18-102). Search names on the Division's site first, using the steps in our Delaware guide and the name availability guide. A name can be held for 120 days for $75, and the hold can be renewed.
Why is there a tax but no annual report?
A Delaware LLC pays $400 each year to the state, due on or before June 1. That payment is the whole yearly duty. Corporations differ: they file an annual report and pay franchise tax by March 1.
Miss June 1 and you owe a $200 penalty. Interest runs at 1.5% a month on the tax and the penalty. A registered foreign LLC owes the same $400, so forming elsewhere and registering in Delaware does not avoid it. Details on that registration are in the foreign LLC registration guide.
What should you do once the LLC exists?
Write the LLC agreement. Delaware's statute lets it be written, oral or implied, but a written one is far easier to prove. Read our Delaware operating agreement page and the general operating agreement guide. Then apply for a free EIN through the EIN guide.
Nearby states have different rules, so compare the Maryland LLC, Pennsylvania LLC and New Jersey LLC guides.
Ready to file? Use the start an LLC form.
After approval, check the rules in our Delaware business license guide.