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.
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)
How to form an LLC in Delaware
- 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
Appoint a registered agent
- Delaware requires a registered agent with a physical DE street address.
- They must accept lawsuits and state mail during business hours.
- A commercial agent is for when you don't have a local street address or can't be there during business hours.
- ClearFormation includes agent service in all 50 states.
- 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
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
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
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
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.
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.
LLC vs corporation 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. A corporation can be taxed as a C-Corp or an S-Corp — that is a tax election, not a different state filing.
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 corporation 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.
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 registered agent, and paying a state fee. Domestic formation in DE is different — you file Articles of Organization as a new entity.
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.
Delaware formation FAQs
Also for Delaware founders: Form a corporation in Delaware · Delaware registered agent
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Everything you need to launch and maintain your Delaware company.