Delaware's LLC statute gives members limited liability and wide freedom to set their own governance terms. Formation takes three things: a distinguishable name, a registered agent with a physical Delaware address, and a Certificate of Formation filed with the Division of Corporations, per the Delaware LLC Act, 6 Del. C. § 18-102, § 18-104, and § 18-201.

The Division's fee schedule (revised August 1, 2024) currently lists the Certificate of Formation fee at $220. § 18-1105 of the Delaware Code still lists $70, a statutory figure that has not kept pace with the Division's own schedule. House Bill 400 does not change this base formation fee; its increases target annual taxes, registered series taxes, expedited-service caps, and other filing fees. Confirm the current amount with the Division at (302) 739-3073 before you file; no filing takes effect until the fee is paid.

Delaware LLC formation requirements

The name, agent, and certificate are mandatory; the operating agreement is not.

Certificate of Formation filing fees and processing times

The Division's FAQ page does not publish a guaranteed processing timeline for standard filings. Third-party filers commonly report 10 to 15 business days on average and 3 to 4 weeks in peak periods, but this is an estimate, not an official Division SLA; confirm current processing dates directly with the Division before relying on any timeline. File through the portal, by mail, or in person; expedited service is the Division's published route to a faster turnaround.

House Bill 400, enacted May 21, 2026, raises the statutory caps on expedited service fees starting August 1, 2026, according to the enacted bill. The Division's expedited services page describes these tiers, which stack on the base filing fee.

Submission cutoffs apply (9:00 p.m. for 1-hour, 2:00 p.m. for same-day), and same-day and 24-hour fees apply per file number. HB 400 sets these as statutory maximums; the Division has indicated it does not necessarily plan to raise every fee to the new cap immediately, so verify the fee in effect at the time of filing.

Step-by-step LLC formation process

Forming a Delaware LLC takes five steps.

Step 1: Select and verify your LLC name

Delaware requires "Limited Liability Company," "L.L.C.," or "LLC" in the name, which must differ from existing registered entities absent written consent. Under § 18-102(5), the name may not contain "bank" or any variation unless the entity falls under an enumerated banking-law exception (for example, an entity regulated under the Bank Holding Company Act or the Home Owners' Loan Act, or a use that clearly doesn't refer to a banking business). Confirm the name is distinguishable on Division records using the entity name search before filing.

Since February 2, 2026, trade name (DBA) registration runs statewide through the Division of Revenue via Delaware OneStop, not county Prothonotary or Superior Court offices. It costs $25, happens online only, and no longer requires notarization; a Delaware business license (or a Trade Name Only license for entities not otherwise transacting business in Delaware) is required as part of the process.

Step 2: Designate a registered agent

Each LLC must keep a registered agent with a physical Delaware street address; P.O. boxes don't qualify, and § 18-104(e) bars an agent from performing its duties solely through a virtual office, a mail forwarding service, or both. The LLC itself, an individual Delaware resident, or an authorized business entity may serve; our guide to choosing a Delaware registered agent compares providers.

A resigning agent must give the LLC at least 30 days' notice before the resignation is filed. If no successor registered agent is named, § 18-104(d) directs that the certificate of formation "shall be canceled."

Step 3: Submit Certificate of Formation

The Certificate of Formation creates your LLC's legal existence. Under § 18-201(a), it must include:

• The LLC's name

• The address of the registered office

• Registered agent name and address

Submit the Certificate of Formation form electronically, by mail, or in person with the filing fee ($220 per the current fee schedule); the Division's corporate forms page hosts the current version. The LLC exists once the certificate is filed in substantial compliance with § 18-201, or at a later date it specifies.

Step 4: Draft an operating agreement

Delaware doesn't mandate operating agreements; § 18-101(9) recognizes written, oral, or implied agreements, none filed with the state. A written agreement sets out ownership, management, and day-to-day operating rules, and gives multi-member LLCs documented conflict resolution procedures.

It also documents that the LLC operates separately from its members' personal affairs. Delaware courts may in some circumstances disregard an entity's form and its liability protections, per a Fordham JCFL analysis.

Step 5: Secure necessary licenses and permits

Anyone conducting a trade or business in Delaware needs a license from the Division of Revenue, generally $75 a year for a first location. A separate license covers each business activity.

Obtain an Employer Identification Number from the IRS free of charge; the IRS advises forming the entity with the state first. Delaware has no state or local sales tax, per the Division of Revenue's gross receipts tax guidance; sellers and service providers in the state owe gross receipts tax instead. Local jurisdictions may impose separate permit obligations.

Delaware LLC ongoing compliance requirements

Delaware LLCs owe an annual tax and keep a registered agent, but file no annual report. Ongoing compliance centers on four items:

• Annual alternative entity tax

• Federal and state tax filings

• Registered agent maintenance

• Good standing

The Delaware annual tax for LLCs, formally the alternative entity tax, is currently a flat $300 (plus $75 per registered series, where applicable), due June 1 each year whether or not the LLC does business in Delaware, under 6 Del. C. § 18-1107. Delaware LLCs, LPs, and GPs file no annual report alongside this tax.

House Bill 400 (enacted May 21, 2026, with annual-tax changes effective January 1, 2026) raises the LLC, LP, and GP annual tax to $400 and the registered series annual tax to $100. Both increases apply to the 2026 tax year and are first reflected in the payment due June 1, 2027, not the payment due June 1, 2026, which remained $300 (and $75 per registered series).

Missing the June 1 deadline triggers a $200 penalty, plus 1.5% monthly interest on tax and penalty until paid. An LLC that fails to pay ceases to be in good standing and cannot maintain an action in a Delaware court until restored. If the tax stays unpaid for 3 years, § 18-1108 cancels the certificate of formation; revival requires paying all taxes, penalties, and interest owed.

Delaware classifies LLCs for income tax as the federal government does. Pass-through entities owe no Delaware entity-level income tax; C-corp election via Form 8832 and S-corp election via Form 2553 remain available.

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Delaware's flat-fee simplicity for LLCs still leaves you tracking a filing fee that differs between statute and portal, an annual tax deadline with real penalties, and a registered agent requirement that never expires. Discern's Delaware LLC formation and compliance services file your Certificate of Formation, provide in-state registered agent coverage, and calculate and file your Delaware franchise tax automatically each year ahead of the June 1 deadline, with deadline monitoring that starts on formation day.

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FAQs about forming an LLC in Delaware

These are the questions founders and fund managers ask most often about Delaware LLC formation.

How long until my LLC becomes active?

Processing times vary; the Division does not publish a guaranteed timeline for standard filings, though 10 to 15 business days (up to 3 to 4 weeks at peak) is commonly reported by filers. Expedited tiers from 24-hour to 1-hour cost extra.

Must I create an operating agreement?

No, though it's highly advisable: the document fixes ownership stakes, distribution methods, and dispute procedures.

Can out-of-state LLCs operate in Delaware?

Yes, through foreign LLC registration in Delaware. The application costs $200 and requires a certificate of existence from your home state dated within 6 months of filing, per § 18-902. Separately, House Bill 400 raises the general service-of-process fee (charged across entity types, not specific to foreign LLCs) from $50 to $100, effective August 1, 2026; this will apply to foreign LLC filings that include service of process.

Does a Delaware LLC have to file an annual report?

No. Delaware LLCs, LPs, and GPs don't file an annual report; instead, they pay the flat annual alternative entity tax ($300 today, rising to $400 for the 2026 tax year, first due June 1, 2027) by June 1 each year. Only Delaware corporations file annual reports.