● Delaware · LLC Formation
How to Form an LLC in Delaware
Form your Delaware LLC the smart way – CountSure files your Certificate of Formation, serves as your registered agent, and keeps your June 1 annual tax on track. Simple filing, flat $300 tax, and no annual report.
Requirements, costs & steps for a Delaware LLC
Delaware is the best-known state for business formation, prized for its Court of Chancery and business-friendly law. For an LLC it’s also refreshingly simple: a short Certificate of Formation, a flat $300 annual tax, and no annual report to file. The one thing to understand before you file is whether Delaware actually fits – if you operate in another state, you’ll also have to register (and pay) there. This guide covers the real costs, the filing order, and that trade-off in plain terms. Want it handled for you? Our Delaware LLC formation service files everything and keeps your June 1 tax on track.
The short answer: To form a Delaware LLC you file a Certificate of Formation with the Division of Corporations for a $110 fee, and appoint a Delaware registered agent with a physical in-state address. The filing is short – essentially the LLC name plus registered-agent and organizer details. There is no annual report for LLCs; instead you pay a flat $300 annual tax by June 1, plus a $75 state business license. If you operate outside Delaware, you must also foreign-qualify in your home state.
You can verify the fees from official website of Delaware – Click here to verify
● Key takeaways
What you need to know?
- Filing fee: $110 for the Certificate of Formation, filed with the Delaware Division of Corporations.
- Flat annual tax: $300 every year, due June 1 - owed regardless of income or activity; no proration.
- No annual report: Delaware LLCs file no annual report - just the $300 tax.
- Business license: A separate $75/yr Delaware business license (Division of Revenue, due Dec 31) applies to businesses operating in the state.
- Watch the dual cost: If you operate outside Delaware, you must foreign-qualify and pay your home state’s fees/taxes too - so Delaware isn’t automatically cheaper.
Delaware LLC at a glance
The essentials for forming and maintaining a Delaware LLC. Verify all figures before publishing.
⬤ Step by step
How to form a Delaware LLC, step by step
Choose and check your LLC name
Your name must include “LLC,” “L.L.C.,” or “Limited Liability Company,” and be distinguishable from existing Delaware entities. Search the Division of Corporations name database; you can reserve a name for 120 days for $75.
Appoint a Delaware registered agent
File your Certificate of Formation
Create an operating agreement
Not filed with the state, but strongly recommended – Delaware law gives operating agreements wide latitude, and it sets ownership, profit splits, and management.
Get an EIN and your Delaware business license
Get a free EIN from the IRS. If you’ll do business in Delaware, register with the Division of Revenue for the $75 state business license.
Foreign-qualify where you operate
If your LLC does business in another state, register there as a foreign LLC and comply with that state’s reports and taxes – this is the step that determines whether Delaware saves you money.
Pay the $300 annual tax by June 1
Every Delaware LLC pays the flat $300 tax by June 1 each year through the Division of Corporations portal. Late payment adds a $200 penalty plus 1.5%/month interest.
⬤ Naming & ownership
Naming & member requirements
Delaware keeps the public filing minimal – no member names, no capital minimum. Here’s what the state actually requires.
- Required ending: “LLC,” “L.L.C.,” or “Limited Liability Company.”
- Restricted words: Terms implying banking or regulated activity generally need approval.
- Optional reservation: Hold an available name for 120 days for $75 before filing.
- Minimum members: One - Delaware allows single-member LLCs, and member names aren’t disclosed publicly.
- Management: Member-managed or manager-managed, governed by your operating agreement (not the public filing).
Ongoing Delaware LLC compliance & taxes
Flat $300 annual tax - due June 1
Every Delaware LLC (and LP/GP) pays a flat $300 annual tax by June 1 – there is no annual report to file. The tax is owed for any year the LLC is active at any point, with no proration. Miss it and Delaware charges a $200 penalty plus 1.5% monthly interest; prolonged non-payment can cost your good standing and, after three years, cancel your Certificate of Formation.
Delaware business license - $75/yr
If you conduct business in Delaware, the Division of Revenue requires a state business license ($75/year, renewed by December 31; additional locations $25 each). This is administered separately from the franchise tax – a common point of confusion since two different agencies are involved.
Income tax and the out-of-state question
Delaware does not tax income earned outside the state, which is part of its appeal. But if you actually operate elsewhere, you’ll owe income tax and filing obligations in that state – forming in Delaware doesn’t remove your home-state taxes. For most owner-operated businesses, forming in your home state is simpler; Delaware shines for holding companies, multi-state operations, and businesses raising outside capital.
EIN and licenses
Delaware LLC cost breakdown
Insight from our team
“Delaware is fantastic – for the right business. If you’re raising venture money or building a holding structure, investors expect a Delaware entity and the Court of Chancery is worth every penny. But I talk a lot of solo owner-operators out of it: if you live and work in, say, Ohio, forming in Delaware just means you pay Delaware’s $300 tax AND register as a foreign entity in Ohio and pay Ohio’s fees. That’s two sets of compliance for one business. We form in Delaware when the legal or fundraising upside is real, and in your home state when it isn’t.”
Parth Shah
CountSure
⬤ Keep exploring
Related guides & services
- All state formation guides
Frequently asked questions
The state filing fee is $110 for the Certificate of Formation. Ongoing, you pay a flat $300 annual tax (due June 1) and a $75 state business license if you operate in Delaware.
No. Delaware LLCs don’t file an annual report – they simply pay the flat $300 annual tax by June 1 each year.
Often no. If you operate in your home state, you’ll have to foreign-qualify and pay taxes there anyway, on top of Delaware’s $300 tax – two sets of fees. Delaware makes most sense for fundraising, holding companies, or multi-state operations.
June 1 each year. It’s a flat $300 regardless of income. Late payment adds a $200 penalty plus 1.5% monthly interest.
Standard processing is roughly 1–2 weeks, with same-day and 24-hour expedited options available for additional fees.
Yes. Every Delaware LLC must maintain a registered agent with a physical Delaware address. Out-of-state owners nearly always use a commercial registered agent service.
Get Started
Start your Delaware LLC with CountSure
From the Certificate of Formation to your registered agent, EIN, business license, and the June 1 annual tax, CountSure handles your Delaware LLC end to end – and tells you honestly whether Delaware is the right home for your business.
- Free 30-minute consultation with a CPA
- Fixed-fee, fully transparent pricing
- 100% remote - no travel or visa required
