How to Form an LLC in Delaware

More LLCs choose Delaware than any comparably sized state, and the mechanics behind that popularity are refreshingly brief. Formation happens at the Delaware Department of State, Division of Corporations: under 6 Del. C. § 18-201, one or more authorized persons execute a Certificate of Formation and file it in the office of the Secretary of State. The Division's charge for that filing is $110, and the certificate itself asks for remarkably little.

A note on the fee, because the internet gets it wrong constantly. Statute § 18-1105(a)(3) names a $70 figure, but that is only one statutory component of the total. What the Division actually collects for a Certificate of Formation is $110, so $110 is the number to budget. Pages quoting $70 or $90 are reading the statute instead of the invoice.

The Certificate of Formation

Delaware does not assign numbers to its filing forms, so there is no "form LLC-1" equivalent to hunt for. The Division publishes a template certificate packet covering the required contents: the company name, and the registered office and registered agent in Delaware. Management structure, members, and ownership stay out of the public filing, which is part of the privacy appeal.

Steps to Form a Delaware LLC

1. Clear your name. The name must carry an LLC designator and be distinguishable from existing names on the Division's records. Search before you commit; Delaware's database is crowded.
2. Engage a Delaware registered agent. 6 Del. C. § 18-104 requires every LLC to maintain a registered office in Delaware with an agent at that address. The statute technically lets a company with a genuine, staffed Delaware office act as its own agent, but owners forming from out of state, which is most of them, cannot meet that presence test and hire one. Our registered agent page walks through the statute.
3. Prepare the Certificate of Formation. Use the Division's template or a conforming document, executed by an authorized person. Resist the urge to add more than the statute requires; extra recitals just become public.
4. File with the Division of Corporations and pay $110. The Division also sells expedited handling at additional charges if your timeline is tight; regular service is included in the $110.
5. Adopt an operating agreement. Delaware's LLC Act is built around freedom of contract, and the operating agreement is where that freedom gets exercised. It is not filed with the state, but it is the document a bank, investor, or court will ask to see.
6. Obtain an EIN. The IRS issues them free at IRS.gov, usually immediately. This step never justifies a paid middleman on its own.
7. Mark June 1 on your calendar. From formation onward, Delaware's one recurring demand is the flat annual LLC tax: $400 for tax year 2026, first due the June 1 after your formation year. There is no annual report. Details on the annual requirements page.

What Delaware Asks of You Afterward

The maintenance regime is a single flat payment. Delaware LLCs file no annual report; they pay the annual LLC tax of $400, due on or before June 1 each year. That figure is new for 2026: HB400, enacted in May 2026, raised the historic $300 tax to $400, so treat any guide still quoting $300 as stale. Pay late and the state adds a $200 penalty plus 1.5% monthly interest; stay delinquent and the LLC loses good standing on its way to cancellation. Beyond the tax, keep your registered agent continuously in place and your operating records in order.

Filing Through Us

Our formation service is $199 plus the $110 state fee, and it includes your first year of Delaware registered agent service, which renews at $99 a year afterward. Prefer to file yourself? The Division's materials are at corp.delaware.gov, and the state fee is the same $110 either way.

Form Your Delaware LLC