Forming a Delaware LLC means meeting the statutory requirements in Delaware's Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code. Skip one, and the Division of Corporations can reject your filing; skip an ongoing obligation later, and your LLC loses good standing and, eventually, its Certificate of Formation.
1. Name requirements
Your Delaware LLC name must include "Limited Liability Company," "L.L.C.," or "LLC" under § 18-102(1). Under § 18-102(3), the name must also "distinguish it upon the records in the office of the Secretary of State" from any corporation, partnership, limited partnership, statutory trust, or LLC already on file, including registered foreign entities. Check availability with the Division before filing.
You can reserve a name for 120 days for $75 through the Division's name reservation page; the Secretary of State holds it "for the exclusive use of the applicant" (§ 18-103(b)). The Division of Revenue charges $25 for a trade name license if you'll operate under another name.
2. Registered agent requirements
Every Delaware LLC must maintain a registered office and a registered agent in the state (§ 18-104(a)(1)); the office needs a Delaware address but "need not be a place of its business." Owners either serve as their own agent (the category the Act spells out for foreign LLCs at § 18-904(b)(2)) or hire a commercial service. Agents serving more than 50 entities must maintain a Delaware business license and a location generally staffed during business hours (§ 18-104(f)).
A resigning agent must give 30 days' written notice before filing a certificate of resignation. If the LLC doesn't designate a replacement within 30 days of that filing, the certificate of formation is canceled (§ 18-104(d)). After cancellation, if ordinary service under § 18-105(a) can't be effected with due diligence, service may be made on the Secretary of State instead (§ 18-105(b)).
3. Certificate of Formation requirements
Filing a Certificate of Formation brings your LLC into legal existence, and the statute requires less than most founders expect: two items under § 18-201(a), everything else optional, and a certificate complies even if items aren't labeled as such (§ 18-201(e)).
The LLC's legal name (§ 18-201(a)(1)), carrying the suffix § 18-102(1) requires
The registered office address and agent's name and address (§ 18-201(a)(2))
Any other matters members choose to include (§ 18-201(a)(3)), such as management structure or a principal address
Signature of one or more "authorized persons," the statutory term rather than "organizer"
The Division quotes a combined $110 filing fee: a $70 base fee under § 18-1105(a)(3) plus a $40 courthouse municipality fee (§ 18-206(e)). File online or by mail to the Division in Dover, per its How to Form page. The Division publishes no fixed timeline for regular processing, so treat any "10 business days" figure as an estimate; expedited service currently runs $50 to $1,000, next-day through one-hour, though House Bill 400 (2026) raised the statutory ceilings, so amounts may rise over time.
4. Operating agreement requirements
Delaware law doesn't require a written operating agreement, but experienced owners never skip one. A "limited liability company agreement" can be "written, oral or implied," and members and managers are bound whether or not they sign (§ 18-101(9)). A solid one covers ownership percentages, capital contributions, management structure, and the events that trigger dissolution.
State policy gives "maximum effect to the principle of freedom of contract" (§ 18-1101(b)), and an agreement may expand, restrict, or eliminate fiduciary duties, though it can't eliminate "the implied contractual covenant of good faith and fair dealing" (§ 18-1101(c)). Delaware's Court of Chancery has repeatedly called LLCs "creatures of contract," built to give members wide latitude to structure the company (Auriga Capital Corp. v. Gatz Properties, LLC, quoting R & R Capital, L.L.C. v. Buck & Doe Run Valley Farms, LLC).
5. Initial and ongoing compliance requirements
Once Delaware approves the Certificate of Formation, federal and state obligations start, and your registered agent details must stay current with the Division.
A multi-member LLC needs an EIN; the IRS EIN application is free and issues one online immediately. A single-member disregarded entity needs one only if it has employees, owes excise tax, opens a bank account, or state tax law requires one; the Small Business Administration confirms "you can open a business bank account once you've gotten your federal EIN."
Conducting a trade or business in Delaware requires a license from the Division of Revenue, "generally $75.00 for a first location" and a separate license per business activity (license requirements); most licenses expire December 31.
Every Delaware LLC owes a flat annual tax under § 18-1107(b), due June 1 under § 18-1107(c). The rate was $300 for the 2025 tax year, paid by June 1, 2026. House Bill 400, signed May 21, 2026, raised the tax to $400 per year, retroactive to the 2026 tax year, so the payment due June 1, 2027 reflects the higher rate.
Consequences of non-compliance
Miss the June 1 deadline or let your registered agent lapse, and Delaware's LLC Act escalates in defined steps. The statutory term for terminating the certificate is "cancellation," a distinct concept from "dissolution."
Franchise tax penalties. A late LLC owes a $200 penalty (§ 18-1107(e)), unchanged by House Bill 400, plus 1.5% interest per month or partial month until paid.
Loss of good standing. An LLC that doesn't pay "shall cease to be in good standing" (§ 18-1107(h)); the Secretary of State then refuses most filings and issues no good standing certificate (§ 18-1107(k)), and the LLC can't sue in Delaware court until restored, though it may still defend against claims filed against it (§ 18-1107(l)). Paying back tax, penalty, and interest restores standing without a separate revival filing (§ 18-1107(i)).
Cancellation. Delaware automatically cancels the certificate once the annual tax has gone unpaid for 3 years, effective on the third anniversary; June 1 cancellations are published by October 31 (§ 18-1108). Failing to replace a resigned agent cancels it at the 30-day mark instead. A certificate of revival, filed with all back taxes, penalties, interest, and the § 18-1105(a)(3) fee, brings the LLC back (§ 18-1109).
Foreign qualification complications. Many states require a Certificate of Good Standing from your home state before approving foreign registration. With that certificate blocked while your LLC is out of good standing (§ 18-1107(k)), expansion stalls until back taxes and fees are paid.
Ensure Delaware LLC compliance with Discern
Discern covers the Secretary of State requirements above: registered agent, formation filing, and the Delaware franchise tax. Its registered agent service gives your LLC a physical Delaware office and a person present during business hours, so a resignation notice never goes unanswered.
For funds, technology companies, and healthcare groups running many Delaware entities, Discern tracks good standing in one dashboard, auto-creates and files annual reports across the jurisdictions where those entities are registered, and flags the good-standing gaps that block a foreign registration.
Schedule a demo to see Discern's Delaware automation.
Frequently asked questions
These answers cover the Delaware LLC requirements that generate the most follow-up questions from multi-entity teams.
How much does it cost to form a Delaware LLC?
The Division quotes $110 to file a Certificate of Formation: a $70 statutory fee (§ 18-1105(a)(3)) plus a $40 courthouse municipality fee (§ 18-206(e)). Reserving a name adds $75 for 120 days, and expedited turnaround currently runs $50 to $1,000, though House Bill 400 raised the statutory ceilings on expedited fees, so published amounts may rise over time.
Does a Delaware LLC have to file an annual report?
No. For an LLC formed in Delaware, the only recurring state-level obligation is the flat annual tax, due June 1 (§ 18-1107(b), (c)). That tax was $300 for the 2025 tax year and increases to $400 starting with the 2026 tax year under House Bill 400, first payable June 1, 2027. An out-of-state LLC registered to do business in Delaware owes the same tax but may face separate annual-report obligations in its home state.
What happens if my registered agent resigns?
The agent owes you 30 days' written notice before filing, and you get 30 days from that filing to appoint a replacement. Miss it and your Certificate of Formation is canceled (§ 18-104(d)), leaving revival under § 18-1109 as the only way back.
Is an operating agreement required for a Delaware LLC?
No. Delaware law recognizes a limited liability company agreement that is "written, oral or implied" (§ 18-101(9)), so members are bound even without a signed document. A written agreement is still the safer choice, since it sets ownership, management, and dispute-resolution terms in advance instead of leaving them to be inferred later.
How long does it take to form a Delaware LLC?
The Division doesn't publish a guaranteed processing timeline for regular filings; turnaround depends on current volume. Expedited processing is available for an additional fee, with same-day, two-hour, and one-hour options for filers who need faster turnaround.
Updated on
2026-09-14
