How to Start an LLC in Delaware
Last Updated: by TRUiC Team
To form a Delaware LLC, you'll need to file a Certificate of Formation with the Delaware Department of State, which costs $90. You can apply online or by mail.
Follow our step-by-step How to Start an LLC in Delaware guide to get started today.
- Name Your Delaware LLC
- Choose a Registered Agent
- File the Certificate of Formation
- Create an Operating Agreement
- Get an EIN
- Pay Franchise Tax
- Keep Your Company Compliant
Learn more about limited liability companies and their benefits in our What is an LLC guide. To form an LLC in any state, visit our How to Set Up an LLC guide.
Subscribe to our YouTube channel
Step 1: Name Your Delaware LLC
Choosing a company name is the first and most important step of starting an LLC in Delaware. Be sure to choose a name that complies with Delaware naming requirements and is easily searchable by potential clients.
1. Follow the naming guidelines:
- Your name must include the phrase “limited liability company” or one of its abbreviations (LLC or L.L.C.).
- Your name cannot include words that could confuse your LLC with a government agency (FBI, Treasury, State Department, etc.).
- Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.
- Your name must be distinguishable from any other Delaware limited liability company, corporation, partnership, or limited partnership.
2. Is the name available in Delaware? Make sure the name you want isn't already taken by doing a Delaware Entity Search on the Department of State's website.
To learn more about searching for a Delaware LLC name, read our full guide.
3. Is the URL available? We recommend that you check online to see if your business name is available as a web domain. Even if you don't plan to make a business website today, you may want to buy the URL in order to prevent others from acquiring it.
Once you have verified your name is available, you may now select a professional service to complete the LLC formation process for you.
We reviewed and ranked the best LLC services. Find out which is best for you.
Step 2: Choose a Registered Agent in Delaware
You are required to nominate a Delaware registered agent for your LLC.
What is a registered agent? A registered agent is an individual or business entity responsible for receiving important tax forms, legal documents, notice of lawsuits, and official government correspondence on behalf of your business. Think of your registered agent as your business's point of contact with the state.
Who can be a registered agent? A registered agent must be a resident of Delaware or a corporation, such as a registered agent service, authorized to transact business in Delaware. You may elect an individual within the company, including yourself.
Recommended: Check out these best registered agent services.
Step 3: File the Delaware LLC Certificate of Formation
To register an LLC in Delaware, you will need to file the Certificate of Formation with the Department of State. You can apply online or by mail.
Now is a good time to determine whether your LLC will be member-managed vs. manager-managed.
File the Certificate of Formation
OPTION 1: File Online With the Delaware Department of State
Download the pre-filled Certificate of Formation, sign it, and upload it for filing.
- OR -
OPTION 2: File by Mail
Fee: $90, payable to the Delaware Department of State (Nonrefundable)
Mailing Address:
Delaware Division of Corporations
401 Federal St.
Suite 4
Dover, DE 19901
Note: Mailed filings must include a cover sheet.
For help with completing the form, visit our Delaware Certificate of Formation guide.
If you’re expanding your existing LLC to the state of Delaware, you will need to form a foreign LLC.
Step 4: Create Your Delaware LLC Operating Agreement
An operating agreement is not required for a Delaware LLC, but it's a good practice to have one.
What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.
Why are operating agreements important? A comprehensive operating agreement ensures that all LLC owners are on the same page and reduces the risk of future conflict.
For more information on operating agreements, read our Delaware LLC operating agreement guide.
Recommended: Download a template or create a free operating agreement using our tool.
Step 5: Get a Delaware LLC EIN
You can get an Employer Identification Number (EIN) from the IRS for free. It is used to identify a business entity and keep track of a business’s tax reporting. It is essentially a Social Security number (SSN) for the company.
Why do I need an EIN? An EIN number is required for the following:
- To open a business bank account for the company
- For federal and state tax purposes
- To hire employees for the company
Where do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.
FOR INTERNATIONAL APPLICANTS: You do not need an SSN to get an EIN. Learn more here.
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Step 6: Pay Franchise Tax
The Delaware Secretary of State requires all LLCs to file and pay a flat-rate $300 franchise tax each year. This can be done online on or before June 1.
Failure to pay the franchise tax on time will result in a $200 penalty plus 1.5% interest per month.
Steps After LLC Formation
Read all the steps you’ll need to maintain your LLC’s personal liability protection, open a business bank account, get business insurance, and stay up to date with state reporting requirements.
Visit our After Forming an LLC guide to learn more.
Step 7: Keep Your Company Compliant
Delaware LLC Business Licenses & Permits
To operate your LLC, you must comply with federal, state, and local government regulations. Fees and requirements for licenses and permits will vary depending on what sort of business license you need.
Find out how to get the necessary business licenses and permits for your LLC with our Delaware Business License guide.
Recommended: Consider having a professional service research your business’s licensing requirements. Read our best business license services review.
Delaware LLC Tax Filing Requirements
It's important to stay up to date on Delaware LLC taxes.
Depending on the nature of your business, you may be required to register for one or more forms of tax:
Sales Tax
Delaware is one of five states that does not impose a sales tax on taxable goods or services. However, some businesses may be subject to Delaware’s Gross Receipts Tax.
Employer Taxes
If you have employees in Delaware, you will need to register for Unemployment Insurance Tax on the State of Delaware website. Employers who are required to pay Employee Withholding Tax must register online with the Delaware Division of Revenue.
Gross Receipts Tax
The Gross Receipts Tax is assessed on the total gross revenue of all businesses operating in the state. The exact gross receipts tax rate will depend on your type of business.
Income Tax
State:
Delaware's graduated individual income tax rates range from 2.2% to 6.6%. Your rate will depend on your LLC's income. o calculate your tax or determine your tax bracket, visit the Delaware Department of Revenue website.
Delaware also requires most multi-member LLCs to file an informational tax return on Delaware Form 300. This can be done by mail.
Federal:
You’ll also need to report your federal income tax using either Form 1065 (multi-member LLC) or Form 1040 Schedule C (single-member LLC).
Hiring Employees in Delaware
If you plan to hire employees for your Delaware LLC, stay compliant with the law by following these steps:
- Verify that new employees are able to work in the US
- Report employees as "new hires" to the state
- Provide workers' compensation insurance for employees
- Withhold employee taxes
- Print workplace compliance posters and place them in visible areas of your workspace
Recommended: Check out our Hiring for Your Small Business Guide for resources like sample job descriptions, payroll service reviews, and more.
Common Questions About Delaware LLCs
What is an LLC?
LLC is short for “limited liability company.” It is a simple business structure that offers more flexibility than a traditional corporation while providing many of the same benefits. Read our What is a Limited Liability Company guide for more information.
Or, watch our two-minute video: What is an LLC?
How do I name my Delaware LLC?
You must follow the Delaware LLC naming guidelines when choosing a name for your LLC:
- Include the phrase "limited liability company" or one of its abbreviations (LLC or L.L.C.).
- Do not use words that could confuse your business with a government agency (FBI, State Department, CIA, etc.).
- Receive the proper licensing when using the words such as lawyer or doctor.
If you are having trouble coming up with a name for your LLC, use our LLC Name Generator. That will not only find a unique name for your business but an available URL to match.
After you get your business name, get a unique logo using our Free Logo Generator.
Do I need to get a DBA or trade name for my business?
Most LLCs do not need a DBA, known in Delaware as a trade name. The name of the LLC can serve as your company’s brand name and you can accept checks and other payments under that name as well. However, you may wish to register a DBA if you would like to conduct business under another name.
To learn more about DBAs in your state, read our How to File a DBA guide.
Can I be my own registered agent in Delaware?
Yes. You or anyone else in your company can serve as the registered agent for your Delaware LLC.
Read more about being your own registered agent.
Is a registered agent service worth it?
Using a professional registered agent service is an affordable way for business entities to manage government filings for your Delaware LLC. For most businesses, the advantages of using a professional service significantly outweigh the annual costs.
For more information, read our article on Delaware registered agents.
What is the processing time to form my Delaware LLC?
Filing the Certificate of Formation takes about two weeks, but can be expedited for an additional fee.
What is the difference between a domestic LLC and foreign LLC?
An LLC is referred to as a "domestic LLC" when it conducts business in the state where it was formed. A foreign LLC must be formed when an existing LLC wishes to expand its business to another state.
Read our What Is a Foreign LLC article to learn more.
How much does it cost to start a Delaware LLC?
The cost to start a Delaware LLC is $90.
To learn more, read our guide on the cost to form a Delaware LLC.
Do I need to file my operating agreement with the state of Delaware?
No. The operating agreement is an internal document that you should keep on file for future reference. However, many states do legally require LLCs to have an operating agreement in place.
How do I get an EIN if I don’t have a Social Security number?
A Social Security number is not required to get an EIN. You can simply fill out IRS Form SS-4 and leave section 7b blank. Then call the IRS at (267) 941-1099 to complete your application. Learn more here about applying as an international applicant.
What tax structure should I choose for my Delaware LLC?
When you get an EIN, you will be informed of the different tax classification options that are available. Most LLCs elect the default tax status.
However, some LLCs can reduce their federal tax obligation by choosing the S corporation (S corp) status. To learn more, read our LLC vs. S Corp guide.
Do I need an EIN for my LLC?
All LLCs with employees, or any LLC with more than one member, must have an EIN. This is required by the IRS.
Learn why we recommend always getting an EIN and how to get one for free in our Do I Need an EIN for an LLC guide.
What is the Delaware franchise tax?
The franchise tax applies to each LLC formed in Delaware and costs $300.
What is the minimum wage in Delaware?
The minimum wage in Delaware is $11.75 per hour.
How often do I need to pay employees in Delaware?
Delaware requires wages to be paid regularly at least once per month.
Delaware Business Resources
Get Help Starting a Business in Delaware
Dover | Georgetown | Wilmington