Delaware LLC Formation Guide: Steps, Fees, and What to Know

Thinking about starting a business in Delaware? You’re not alone. Delaware has long been known as one of the most business-friendly states in the U.S., thanks to its low filing fees, flexible tax structure, and strong legal protections. Whether you’re a local entrepreneur or forming an LLC from another state, Delaware offers simplicity and credibility.

Here’s everything you need to know about forming an LLC in Delaware in 2025—from name registration to annual taxes.

Step 1: Choose Your LLC Name

Your business name is your brand’s first impression, so make sure it follows Delaware’s naming requirements.

Requirements:

• Must include “Limited Liability Company,” “LLC,” or “L.L.C.”

• Must be unique and distinguishable from existing Delaware businesses.

• Cannot include restricted words such as bank or insurance without state approval.

Tip:
Check name availability using the Delaware Division of Corporations’ online search tool. You can also reserve your name for a small fee if you’re not ready to file yet.

Step 2: Appoint a Registered Agent

Every Delaware LLC must have a Registered Agent to receive official documents, tax notices, and legal correspondence.

Key points:

• Must have a physical address in Delaware (no P.O. boxes).

• Can be an individual or a business authorized to operate in the state.

• Must be available during regular business hours.

Your Registered Agent plays a vital role in keeping your LLC compliant and ensuring you never miss important deadlines or legal notifications.

Step 3: File the Certificate of Formation

This is the official step that legally forms your Delaware LLC.

Filing details:

• File with the Delaware Division of Corporations online or by mail.

• Fee: $90 (standard) or $110 for expedited processing.

• Processing time: Usually 2–3 business days.

Information required:

• LLC name

• Registered Agent’s name and address

• Authorized person’s signature

Once approved, you’ll receive a stamped Certificate of Formation, confirming that your LLC is legally established.

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Step 4: Create an Operating Agreement

While Delaware doesn’t legally require an Operating Agreement, it’s strongly recommended for clarity and protection.

Your Operating Agreement should cover:

• Ownership percentages and member roles

• Voting rights and management structure

• Profit and loss distribution

• Procedures for adding or removing members

Even for single-member LLCs, this document helps maintain liability protection by showing your LLC operates as a separate legal entity.

Step 5: Obtain an EIN (Employer Identification Number)

An EIN is a unique nine-digit number from the IRS that identifies your business for tax purposes.

You’ll need it to:

• File federal and state taxes

• Open a business bank account

• Hire employees

• Apply for business licenses

Apply online at the IRS website—it’s free and takes only a few minutes. Non-U.S. residents can apply via fax or mail using Form SS-4.

Step 6: Register for State Taxes and Licenses

Depending on your business activities, you may need to register for Delaware state taxes and obtain local licenses.

Common requirements:

• Register with the Delaware Division of Revenue for sales tax or gross receipts tax.

• Obtain a Delaware business license, which must be renewed annually.

• If hiring employees, register with the Delaware Department of Labor for unemployment insurance and withholding tax.

Check with your city or county office for additional local licensing requirements.

Step 7: Pay the Annual Franchise Tax

All Delaware LLCs must pay an Annual Franchise Tax to maintain good standing.

Details:

• Amount: $300 per year (as of 2025).

• Due date: June 1 annually.

• Where to pay: Delaware Division of Corporations website.

Failing to pay this tax on time may result in penalties, interest, and loss of good standing status.

Step 8: Keep Your LLC Compliant

After formation, keep your LLC active and compliant to avoid administrative issues.

Ongoing requirements include:

• Paying the annual franchise tax.

• Keeping your Registered Agent information up to date.

• Maintaining accurate accounting and business records.

• Renewing licenses and permits on time.

Summary

Forming an LLC in Delaware in 2025 is straightforward and affordable. You’ll choose a name, appoint a Registered Agent, file your Certificate of Formation, and create an Operating Agreement. From there, you’ll need to obtain an EIN, register for applicable state taxes, and pay your annual franchise tax to keep your business compliant.

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