Forming an LLC in Delaware Is easy
To form an LLC in Delaware you will need to file a Certificate of Formation with the Delaware Department of State, which costs $90. You can apply by mail or in person. The Certificate of Formation is the legal document that officially creates your Delaware limited liability company.
Follow the step-by-step guide below to form a Delaware LLC today and get your business up and running. To learn more about LLCs and their benefits, please read our What Is an LLC guide.
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 create a business website today, you may want to buy the URL in order to prevent others from acquiring it.
After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free
FAQ: Naming a Delaware LLC
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. An LLC is one of several business structures, such as a sole proprietorship, partnership, and corporation (C corp and S corp). For more information, read our What is an LLC guide.
Watch our video: What is an LLC?
Do I need to get a DBA or Trade Name for my business?
Most LLCs do not need a DBA. 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.
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.
To learn more about Delaware Registered Agents, read our full guide.
Recommended: ZenBusiness includes Registered Agent Service with their LLC formation package ($39 for the 1st year + State Fees).
FAQ: Nominating a Delaware Registered Agent
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 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.
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 via PDF upload, by mail, or in person.
Now is a good time to determine whether your LLC will be member-managed vs. manager-managed.
File the Certificate of Formation
OPTION 1: Upload PDF Online With the Delaware Division of Corporations
You will need to download the Certificate of Formation found below.
- OR -
OPTION 2: File by Mail or in Person
Fee: $90, payable to the Delaware Department of State (Nonrefundable)
Delaware Division of Corporations
401 Federal St.
Dover, DE 19901
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.
FAQ: Filing Delaware LLC Documents
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. Normally when we refer to an LLC we are actually referring to a domestic LLC. 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.
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 business 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.
FAQ: Creating a Delaware LLC Operating Agreement
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.
STEP 5: Get a Delaware LLC EIN
What is an EIN? EIN stands for Employer Identification Number. EINs are a nine-digit number assigned by the Internal Revenue Service (IRS) to help identify businesses for tax purposes. It is essentially a Social Security number for a business.
An EIN is sometimes referred to as a Federal Employer Identification Number (FEIN) or Federal Tax Identification Number (FTIN).
Why do I need an EIN? An EIN is required to:
- Open a business bank account
- File and manage Federal and State Taxes
- Hire employees
What if I already have an EIN for my sole proprietorship? The IRS requires that sole proprietorships get a new EIN when converting to an LLC.
Where do I get an EIN? You can get an EIN for free from the IRS. Getting an EIN is an easy process that can be done online or by mail.
FOR INTERNATIONAL EIN APPLICANTS: You do not need a SSN to get an EIN. For more information, read our How to Get an EIN as a Foreign Person guide.
FAQ: Getting a Delaware LLC EIN
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?
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.
Considering Using an LLC Formation Service?
We reviewed and ranked the top 5 LLC formation services.
Find out which is best for you.
Important Steps After Forming an LLC
Separate Your Personal and Business Assets
When your personal and business accounts are mixed, your personal assets (your home, car, and other valuables) are at risk in the event your Delaware LLC is sued. In business law, this is referred to as piercing the corporate veil.
You can start protecting your LLC in Delaware with these steps:
1. Opening a business checking account:
- Separates your personal assets from your company's assets, which is necessary for personal asset protection.
- Makes accounting and tax filing easier.
Need help finding your EIN for your bank application? Visit our EIN Lookup guide for help.
Recommended: Read our Best Banks for Small Business review to find the best national bank, credit union, business-loan friendly banks, one with many brick-and-mortar locations, and more.
2. Getting a business credit card:
- Helps you separate personal and business expenses.
- Builds your company's credit history, which can be useful to raise capital (e.g., small business loans) later on.
Recommended: Learn more about the best small business credit cards.
For other important steps to protect your corporate veil, like properly signing legal documents and documenting company business, please read our corporate veil article.
3. Hiring a business accountant:
- Prevents your business from overpaying on taxes while helping you avoid penalties, fines, and other costly tax errors
- Makes bookkeeping and payroll easier, leaving you with more time to focus on your growing business
- Manages your business funding more effectively, discovering areas of unforeseen loss or extra profit
Recommended: Find out how much you could be saving today by scheduling a consultation with a business accountant.
For more business accounting tools, read our guide to the best business accounting software.
Get Business Insurance for Your Delaware LLC
Business insurance helps you manage risks and focus on growing your business. The most common types of business insurance are:
- General Liability Insurance: A broad insurance policy that protects your business from lawsuits. Most small businesses get general liability insurance.
- Professional Liability Insurance: A business insurance for professional service providers (consultants, accountants, etc.) that covers claims of malpractice and other business errors.
- Workers' Compensation Insurance: A type of insurance that provides coverage for employees’ job-related illnesses, injuries, or deaths.
Find out how much it will cost to keep your business protected.Get a Free Quote
Read our review of the best small business insurance companies.
Create Your Business Website
Creating a website is a big step in legitimizing your business. Every business needs a website. Even if you think that your business is too small or in an offline industry, if you don’t have a website, you are missing out on a large percentage of potential customers and revenue.
Some may fear that creating a business website is out of their reach because they don’t have any website-building experience. While this may have been a reasonable fear back in 2015, web technology has seen huge advancements in the past few years that makes the lives of small business owners much simpler.
Here are the main reasons why you shouldn’t delay building your website:
- All legitimate businesses have websites - full stop. The size or industry of your business does not matter when it comes to getting your business online.
- Social media accounts like Facebook pages or LinkedIn business profiles are not a replacement for a business website that you own and control.
- Website builder tools like the GoDaddy Website Builder have made creating a basic website extremely simple. You don’t need to hire a web developer or designer to create a website that you can be proud of.
Using our website building guides, the process will be simple and painless and shouldn’t take you any longer than 2-3 hours to complete.
Send Out a Press Release
Press releases are among the easiest and best ways to promote your business. They are also one of the most cost-effective strategies as they:
- Provides publicity
- Establish your brand presence on the web
- Improve your website’s search engine optimization (SEO), driving more customers to your website
- Are a one-time cost in terms of effort and money
- Have long-lasting benefits
Recommended: TRUiC has negotiated a 25% discount for you on a service that will write and distribute press releases for you.
Read our review of the best press release distribution services.
Join the Conversation
We are here to guide you through your entrepreneurial journey, and are always looking at your feedback. Share your experiences in our comment box, chat with other entrepreneurs, or simply let us know how we're doing.
Keep Your Company Compliant
Delaware LLC Business Permits and Licenses
To operate your Delaware LLC you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
The details of business licenses and permits vary from state to state. Make sure you read carefully. Don't be surprised if there are short classes required as well.
Fees for business licenses and permits will vary depending on what sort of license you are seeking to obtain.
Find out how to obtain necessary licenses and permits for your business or have a professional service do it for you:
- Federal: Use the U.S. Small Business Administration (SBA) guide.
- State: Visit the State of Delaware Business One-Stop where you can register for taxes and obtain business licenses.
- Local: Contact your local county clerk and ask about local licenses and permits.
Recommended: If you are a first-time entrepreneur, consider having a professional service research your business’s licensing requirements. Read our best business license services review on Startup Savant.
Delaware LLC Tax Filing Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax.
Delaware 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.
Delaware 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.
Delaware 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.
FAQ: Additional Delaware LLC Taxes
What is the Delaware Franchise Tax?
The Franchise Tax applies to each LLC formed in Delaware and varies depending upon your LLC’s income.
Federal LLC Tax Filing Requirements
Most LLCs will need to report their income to the IRS each year using:
- Form 1065 Partnership Return (most multi-member LLCs use this form)
- Form 1040 Schedule C (most single-member LLCs use this form)
How you pay yourself as an owner will also affect your federal taxes. Visit our guide to learn more about how to pay yourself from your LLC.
Read our LLC Tax Guide to learn more about federal income taxes for LLCs.
In Delaware, all LLCs are required to file and pay an annual franchise tax. This can be done online.
State of Delaware Franchise Tax
File Online with the Department of State
Tax Calculation: $300 for all LLCs
Due Date: Tax filing and payment due on or before June 1st
Late Filings: Delaware charges a penalty of $200 plus 1.5% interest per month if you miss the June 1st filing deadline.
State Income Tax
Delaware requires most multi-member LLCs to file an informational tax return on Delaware form 300-I. This can be done by mail.
State of Delaware Partnership Return
File by Mail with the Department of Revenue
Fee: Free to File
Division of Revenue
P.O. Box 8703
Wilmington, DE 19899
Avoid Automatic Dissolution
LLCs may face fines and even automatic dissolution when they miss one or more state filings. When this happens, LLC owners risk loss of limited liability protection. A quality registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines and by submitting reports on your behalf.
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.
FAQ: Hiring Employees in Delaware
What is the minimum wage in Delaware?
The minimum wage in Delaware is $9.25 per hour.
How often do I need to pay employees in Delaware?
Delaware requires wages to be paid regularly at least once per month.
Get Help Starting a Business in Delaware
We understand that creating an LLC and getting your business up and running comes with many challenges. To help you succeed, we compiled the best local resources in every major metro area in Delaware. You can get free assistance in the following areas:
Small Business Resources
Women in Business Tools and Resources
If you have a woman-owned business, many resources are available to help you concentrate on your business’s growth:
- Funding - (ie. grants, investors, loans)
- Events - (ie. conferences, meetups)
- Guides - (ie. business formation, personal growth)
- Support - (ie. advice, communities, business strategies)
Our information and tools will provide educational sources, allow you to connect with other women entrepreneurs, and help you manage your business with ease.
Free LLC Legal Forms
TRUiC offers a number of free LLC legal forms to help with creating documents like:
- Operating agreements
- LLC resolutions
- Hiring documents, including:
- Employment contracts
- Independent contractor service agreements (ICSA)
- Non-disclosure agreements (NDA)
All you’ll need to do to download the forms is sign up for the TRUiC Business Center, which is also free, forever.
How to Make a Website
Check out our how to build a website guide to learn how creating a website isn’t as difficult as it might seem. With the right tools, a good guide, and a bit of patience, you can learn how to make a website for your business in no time.
Recommended: Read our review to find the best website builder for small business.
How to Build Business Credit
Learning how to build business credit can help you get credit cards and other business funding options in your business's name (instead of yours), with better interest rates, higher lines of credit, and more.
TRUiC’s Small Business Tools
TRUiC believes business tools should be free and useful. Our tools help solve business challenges, from finding an idea for your business, to creating a business plan, writing an operating agreement for your LLC, and more.
Check out TRUiC’s small business tools:
TRUiC has created video guides to support and reinforce our on-page guides. These videos help to visualize the ideas and lessons that you need to know to create and run a successful business.
Check out our growing library of small business videos on the TRUiC YouTube channel.
More Delaware LLC Information
Delaware Foreign LLCs
Forming a foreign LLC allows your company to operate as one entity in multiple states. If you have an existing LLC and want to do business in Delaware, you will need to register as a foreign LLC. This can be done by mail.
Register as a Foreign LLC in Delaware
File by Mail with the Division of Corporations
Fee: $200 payable to the Secretary of State (Nonrefundable)
Delaware Division of Corporations
401 Federal Street
Dover, DE 19901
How to Obtain a Certificate of Good Standing in Delaware
A Certificate of Good Standing, known in Delaware as a Certificate of Status, verifies that your Delaware LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:
- Seeking funding from banks or other lenders
- Forming your business as a foreign LLC in another state
- Obtaining or renewing specific business licenses or permits
You can order a Delaware LLC Certificate of Status by mail.
Order a Certificate of Status
Request a Certificate by Mail from the Division of Corporations
Fee: $50 for a Short Form Certificate, $175 for a Long Form Certificate, payable to the Secretary of State (Nonrefundable)
Division of Corporations
401 Federal Street
Dover, DE 19901
How to Dissolve an LLC in Delaware
If at any point in the future you no longer wish to conduct business with your Delaware LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble. To dissolve your Delaware LLC, there are two broad steps:
- Close your business tax accounts
- File the Delaware Articles of Dissolution
When you are ready to dissolve your LLC, follow the steps in our Delaware LLC Dissolution Guide.
Read More about LLCs & How to Run a Business
LLC: An LLC is a US business structure that offers the personal liability protection of a corporation with the pass-through taxation of a sole proprietorship or partnership.
DBA: A DBA, or doing business as name, is any name a business operates under that isn't its legal name.
Partnership: A partnership is an informal business structure owned by more than one individual that doesn't provide personal liability protection.