DE · LLC formation
Delaware LLC
Delaware is the default state for venture-backed startups — the Court of Chancery, predictable corporate law, and the Delaware certificate of formation are why most US investors expect a Delaware entity.
Business Formation + Registered Agent
+ $110 DE state filing fee
- Delaware formation ($149 one-time)
- DE Registered Agent — 1 year included ($149/yr after)
Delaware formation at a glance
Key fees, timing, and compliance rules for forming a limited liability company in Delaware with the Delaware Division of Corporations.
| State filing fee | $110 |
|---|---|
| Processing time | 1-3 business days |
| Filing agency | Delaware Division of Corporations |
| Registered agent | Required — physical DE street address |
| Annual report | Not required for LLCs |
| Franchise / business tax | $300 annual LLC franchise tax due June 1 (tax payment only — not an annual report filing) |
| Registered agent (ClearFormation) | Included with formation |
| Operating agreement | Included with ClearFormation |
How to form an LLC in Delaware
There are seven steps. File Articles of Organization with the Delaware Division of Corporations, pay the $110 state fee, and appoint a statutory agent with a physical DE address. Most filings finish in 1-3 business days.
- 1
Step 1: Choose a compliant name
- Your name must include "LLC" or "Limited Liability Company".
- It must be unique on Delaware Division of Corporations records.
- Search before you file.
- Words like "bank" may need approval.
- ClearFormation runs a name check before we submit your Articles.
- 2
Step 2: Appoint a statutory agent
- Delaware requires an in-state contact with a physical DE street address.
- They must accept lawsuits and state mail during business hours.
- Most founders use a commercial agent for privacy.
- ClearFormation includes agent service in all 50 states.
- 3
Step 3: File Articles of Organization
- File with the Delaware Division of Corporations and pay $110.
- Processing is usually 1-3 business days.
- You will list your name, agent, principal address, and management type.
- ClearFormation prepares and files online for you.
- 4
Step 4: Create an operating agreement
- Delaware legally requires an operating agreement.
- It sets ownership, voting, and profit splits.
- Banks often ask for it.
- Included with ClearFormation.
- 5
Step 5: Apply for an EIN
- You need an EIN to open a US bank account, hire staff, and file federal taxes.
- The IRS issues EINs for free.
- ClearFormation can file Form SS-4 for you — including for non-US founders without an SSN.
- 6
Step 6: Get the licenses and permits your business needs
- State approval does not replace city, county, or professional licenses.
- Check local Delaware rules for your industry.
- Contractors, restaurants, and healthcare often need extra permits.
- 7
Step 7: File annual reports and stay compliant
- Delaware does not require an LLC annual report.
- Keep your agent active.
- File federal taxes.
- Renew local licenses on time.
Form your DE LLC now
We prepare the filing, include a DE registered agent, and walk you through the rest.
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Documents to gather before you start
- Proposed company name (with LLC designator) — search Delaware Division of Corporations records first
- Registered agent name and DE street address
- Principal business address (can be outside Delaware in many cases)
- Member or manager names for your operating agreement
- Payment method for the $110 state fee
You do not need a US Social Security Number to form in Delaware. You will need an EIN before most US banks open an account.
Typical timeline after you file
- Day 0 — Submit filing. Pay $110 to the Delaware Division of Corporations. Online filings in Delaware usually process in 1-3 business days.
- Week 1 — Get stamped articles. Save the approved formation document. You need it for banking.
- Week 1–2 — EIN and bank account. Apply for a federal tax ID, then open a business checking account. See our EIN guide.
- Week 2–4 — Operating agreement and licenses. Sign your internal rules. Check city and county license rules for your industry.
- Ongoing — Compliance calendar. Keep your registered agent active and file federal taxes on time.
Fees and ongoing requirements in Delaware
Forming in Delaware has three cost layers: the one-time state filing fee, ongoing state compliance (no annual report, but other state taxes may apply), and federal-level requirements like an EIN.
One-time formation cost
The state filing fee is $110, paid to the Delaware Division of Corporations when you submit your Articles of Organization. You'll also want an operating agreement to define ownership and management — included with every ClearFormation plan.
Ongoing compliance costs in Delaware
Delaware does not require an annual report for LLCs, so there's no recurring state filing fee. $300 annual LLC franchise tax due June 1 (tax payment only — not an annual report filing). LLCs are pass-through by default, so profits flow to your personal federal return unless you elect S-Corp or C-Corp taxation.
What's included with ClearFormation
Delaware registered agent service is bundled into every formation plan — no separate annual RA fee. EIN filing is available as an optional add-on (we can file it for non-US founders without an SSN). An operating agreement template is included so you have the governance paperwork banks and partners expect from day one.
Fees reviewed against Delaware Division of Corporations (last reviewed June 2026).
Ready to file in Delaware?
State fee is $110. Our formation plan includes your first year of DE registered agent service.
Questions?
Next steps after formation in Delaware
Getting the stamped Articles of Organization back from the Delaware Division of Corporations is the legal birth of the company — but it's only step one. The next 30 days are where most founders cut corners and create problems that surface at tax time or when a bank asks for paperwork. Here's the order we recommend for your new DE company.
1. Adopt an operating agreement
The operating agreement is your internal rulebook: ownership, voting, profit splits, and buyout rules.
- Delaware legally requires one.
- Banks routinely ask for it when you open a business account.
- ClearFormation includes a template with every formation.
2. Get your EIN and open a business bank account
Apply for a federal tax ID, then open a dedicated checking account. Commingling personal and business funds weakens your liability shield.
- Bring stamped articles, EIN letter, operating agreement, and ID.
- EIN filing is available as an optional add-on through ClearFormation.
3. Lock in tax and compliance calendars
- Federal: Schedule C (single-member) or Form 1065 + K-1s (multi-member).
- State: no annual report in Delaware — keep your registered agent active.
- $300 annual LLC franchise tax due June 1 (tax payment only — not an annual report filing)
- S-corp election: IRS Form 2553 within 75 days of formation if desired.
4. BOI report — only if foreign-formed
Domestic US entities are exempt from FinCEN BOI reporting after March 2025. A Delaware-formed company does not file. Foreign entities registering in the US still must file within 30 days.
Annual cadence: registered-agent renewal, federal tax return, and an updated member ledger if ownership has changed. Keep business and personal finances separate — that's what preserves the liability shield.
Start your DE LLC today
Name check, state filing, registered agent, and operating agreement in one checkout.
Questions?
What is a limited liability company in Delaware?
A Delaware limited liability company is a state-filed entity that separates personal assets from business debts and defaults to pass-through federal tax. For the full definition, pros and cons, and entity types, see what is an LLC.
Court of Chancery, business-friendly statutes, and the default choice for venture-backed startups. Form in Delaware when you operate here, hold Delaware property, or want DE fees and rules. Non-US founders can own 100% with no residency requirement.
Benefits of forming in Delaware
- Limited liability — members are generally not personally liable for company debts and lawsuits.
- Pass-through tax — profits flow to members' returns unless you elect C-Corp or S-Corp treatment.
- Flexible ownership — single-member or multi-member; no member cap like S-Corps.
- US banking — formation plus EIN unlocks Mercury, Relay, Stripe, and other business accounts.
Pros and cons in Delaware
Drawbacks to weigh before you file:
- Self-employment tax on active LLC profits (unless you elect S-Corp payroll later).
- Delaware franchise or business tax: $300 annual LLC franchise tax due June 1 (tax payment only — not an annual report filing).
- Not ideal for US venture capital — investors typically expect a Delaware C-Corp.
Entity types in Delaware
Most DE filers choose a single-member or multi-member LLC and record member- vs manager-managed structure in the operating agreement. Licensed professions may need a PLLC — confirm with the Delaware Division of Corporations.
Is this structure right for you?
Compare alternatives before filing:
- LLC vs sole proprietorship — liability shield vs simplicity.
- C-Corp in Delaware — better for VC and stock options.
- S-Corp vs LLC — payroll tax savings with added compliance.
- Best state to form an LLC — if you're not sure Delaware is the right state.
Before you file in Delaware
Before you file with the Delaware Division of Corporations, confirm:
- A distinguishable name with the required LLC designator
- An in-state statutory agent with a physical DE street address
- The $110 state filing fee
- Member-managed vs manager-managed structure (record in your operating agreement)
Non-US founders do not need a US address or SSN. Only the agent must be in-state.
Out-of-state companies doing business in Delaware
If your company was formed elsewhere but you operate in Delaware, you typically need to foreign-qualify with the Delaware Division of Corporations. That means filing a Certificate of Authority (or equivalent), appointing an in-state statutory agent, and paying a state fee. Domestic formation in DE is different — you file Articles of Organization as a new entity.
Delaware Division of Corporations Contact Information
File your Articles of Organization with the Delaware Division of Corporations. Search their business entity database to confirm name availability before you submit. After approval, keep stamped formation documents with your operating agreement and EIN letter — you need them for banking and compliance.
Taxes for your company in Delaware
Delaware obligations: $300 annual LLC franchise tax due June 1 (tax payment only — not an annual report filing). Federal pass-through rules, self-employment tax, and S-Corp elections are covered in our LLC tax guide. Operating in other states? See foreign qualification in Delaware.
Delaware Business Resources
Official DE filings go through the Delaware Division of Corporations. Use these starting points when you verify fees, search entity names, or check good standing before banking or contracting.
- Delaware Division of Corporations — file Articles of Organization, amendments, and other state forms.
- Entity name search — confirm your business name is available before filing ($110 state fee is non-refundable on rejected names).
- Statutory agent in Delaware — required on every formation and foreign qualification filing.
- Form a C-Corp in Delaware — if you are raising venture capital instead of using this structure.
Common formation mistakes in Delaware
- Skipping the operating agreement. Delaware requires one by law. Included with ClearFormation.
- Mixing personal and business funds. Weakens your liability shield.
- Missing registered agent renewals. Can cost you good standing or trigger administrative dissolution.
- Acting as your own registered agent while traveling. Use a commercial DE registered agent.
Who usually forms in Delaware?
Most DE filings come from founders who live or work in the state. Common examples:
- Freelancers and consultants who want a liability shield
- Local shops, agencies, and professional services firms
- Real-estate investors holding property in Delaware
- E-commerce brands with customers or inventory in the US
- Non-US founders who need a US entity and bank account
Pick Delaware when you have real ties here. If you only operate elsewhere, your home state (or the state where you work) is usually cheaper than forming in DE and then foreign-qualifying.
State approval vs. local licenses
Approval from the Delaware Division of Corporations creates your entity. It does not replace city, county, or professional licenses.
Restaurants, contractors, childcare, finance, and healthcare often need separate permits. Many cities require a general business license even for home-based companies. Budget time and fees for local rules after your DE filing is approved.
LLC vs C-Corp in Delaware: which should you form?
Most Delaware founders ask this exact question. Both entities give you the same personal-liability shield. The real differences are taxes, ownership, and the kind of capital you can raise.
Form an LLC in Delaware if
- • You're owner-operated or have a small group of founders and want pass-through tax (no corporate-level tax).
- • You don't plan to raise from US institutional venture capital.
- • You want minimal ongoing paperwork — no required board meetings, no shareholder formalities.
- • You're a consulting business, ecommerce store, agency, real-estate holding company, or freelancer.
Form a C-Corp in Delaware if
- • You plan to raise from venture capital, angels via SAFEs, or eventually go public.
- • You want to issue stock options to employees (an ISO plan requires a C-Corp).
- • You need multiple share classes (preferred for investors, common for founders).
- • You're targeting a strategic acquisition where the acquirer expects a clean cap table.
Rule of thumb: if you're raising priced rounds from US VCs, the market default is a Delaware C-Corp. A Delaware LLC fits operating businesses and holding structures that don't need the VC cap-table track.
Delaware formation FAQs
Also for Delaware founders: Form a C-Corp in Delaware · Delaware registered agent
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Everything you need to launch and maintain your Delaware company.
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