How to Start an LLC in Delaware (2024 Guide)
Wondering how to start an LLC in Delaware? We’ve got you covered.
To get started, you'll need to pick a suitable business name, choose a registered agent, and file your Certificate of Formation with the Delaware Department of State ($90 filing fee).
You can do this independently, consult with a business attorney for specialized legal guidance, or join the other 65% of our readers and hire a specialized Delaware LLC formation service (recommended).
Northwest ($29 + State Fees)
LegalZoom ($249 + State Fees)
How to Form an LLC in Delaware in 6 Steps
In order to form your LLC in Delaware, you will need to complete the following steps:
- Name Your LLC
- Choose a Registered Agent
- File Your Certificate of Formation
- File Your LLC Operating Agreement
- Obtain an EIN
- File a Beneficial Ownership Information Report
Step 1: Name Your Delaware LLC
Before you get started, you will need to pick a suitable name for your Delaware LLC.
This will need to comply with all applicable Delaware naming requirements and be both succinct and memorable, as this will make it easily searchable by your potential clients.
1. Follow the naming guidelines:
- Your name must contain the words “Limited Liability Company,” the abbreviation “L.L.C.,” or the designation “LLC.”
- Your name cannot include words that could imply an affiliation with a government or state agency (e.g., Division, FBI, etc.).
- Your name cannot include words that are likely to mislead the public in relation to its business purpose.
- Your name cannot contain any variation of the word “bank” without permission from the State Bank Commissioner.
- Other restricted words (e.g., 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.
For a complete list of naming rules in Delaware, we recommend having a look at the official naming guidelines from the Delaware Limited Liability Company Act.
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.
If you’re not going to start your LLC right away, it might be a good idea to consider reserving your name for up to 120 days by filing an Application for Reservation and paying the $75 processing fee.
For more information, you can have a look at our Delaware LLC Name Search 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 right away, this is an extremely important step as it will prevent others from acquiring it, potentially saving you both time and money in the long term.
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Once you have verified your name is available, you may now select a professional service to complete the LLC formation process for you.
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FAQ: Naming a Delaware 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?
When choosing a name for your Delaware LLC, you will need to comply with the state’s official naming guidelines. These include:
- Including the phrase "limited liability company" or one of its abbreviations (LLC or L.L.C.).
- Not using words that could confuse your business with a government agency (FBI, State Department, CIA, etc.).
- Receiving 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.
Most limited liability companies (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.
Step 2: Choose a Registered Agent in Delaware
After you find the right name for your own LLC, you will need to nominate a Delaware registered agent. This is a necessary step in your Certificate of Formation, which is the document used to file and register your LLC with the Department of State).
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. You can think of your registered agent as your business's primary point of contact with the state.
Who can be a registered agent? A Delaware registered agent must be a resident of the state or a corporation — such as a registered agent service, an individual (e.g., yourself, etc.), or a business attorney — that is authorized to transact business in Delaware.
FAQ: Nominating a Registered Agent
Yes, you, a business attorney, another LLC member, or a professional registered agent service can act as your business’s registered agent.
As long as your LLC is registered in the state, it can also act as its own registered agent in accordance with Delaware law.
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.
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.
Before filing, you will need to ensure that you have completed all requested information correctly. This includes:
- The name of your LLC, exactly as you want it to appear on public listings
- The name and address of the registered agent that will be responsible for accepting service of process on behalf of your LLC
- Your full name and signature as an authorized representative of your LLC
Note: The Delaware Division of Corporations requests that a cover sheet with your name and contact details is included when filing your Certificate of Formation. This will allow them to get in contact with you if necessary and can also be used to request additional services (e.g., expedited filings, certificate of good standing, etc.).
File the Certificate of Formation
OPTION 1: File Online With the Delaware Department of StateFile Online
Download the pre-filled Certificate of Formation, sign it, and upload it for filing.
- OR -
OPTION 2: File by MailDownload Form
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.
Note: 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
This will depend on several factors. Having said that, filing the Certificate of Formation generally takes about two weeks, but can be expedited for an additional fee:
- 24-Hour processing: $50
- Same-day processing: $100
- Two-hour processing: $500
- One-hour processing: $1,000
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.
The cost of filing your Certificate of Formation is $90.
Keep in mind that your total cost may be significantly higher, as it may include things like an LLC formation service, expedited filing, and name reservations.
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 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.
FAQ: Creating a Delaware LLC Operating Agreement
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
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
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
FAQ: Getting an EIN
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.
All Delaware 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.
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.
Step 6: File a Beneficial Ownership Information Report
Beginning January 2024, LLC owners will need to file a Beneficial Ownership Information (BOI) Report with the US Financial Crimes Enforcement Network (FinCEN). Existing LLCs can file their report any time between January 1, 2024, and January 1, 2025, while new LLCs will need to file their report within 90 days of formation.
This contains similar information to that of your Articles of Organization, such as your LLC name and member information, and can be filed online for free. Failure to file an accurate report on time can result in a $500 per day fine.
Note: There are certain filing exemptions, such as for large companies (i.e., more than 20 full-time employees), tax-exempt entities, and publicly traded companies.
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Maintain Your Delaware LLC
After you’ve successfully formed your LLC, you will need to sort out your tax responsibilities at a state, local, and federal level.
Sort Out Your Taxes
The taxes your Delaware LLC must pay will vary depending on the nature of your business (e.g., its industry, niche, number of employees, etc.).
Below, we’ve broken down the most common types of taxes that your LLC may be expected to pay.
Instead of an annual report, your LLC will need to file and pay an annual tax of $300 by June 1 in order to maintain its good standing within the state. You will be required to do this every year as long as your business remains active in the Delaware Division of Corporation’s records, regardless of whether or not it generates a profit.
If you fail to pay your franchise tax on time, you’ll be subject to a penalty of $200 and 1.5% interest for each month you are late in paying.
It’s worth noting that, unlike a corporation, your LLC will not need to submit annual reports alongside this tax, regardless of how it’s elected to be treated (i.e., as a C or S corp).
Note: You can pay your franchise tax online using the Delaware Corporations Information System (DCIS).
As the owner of an LLC in Delaware, there are two main types of income taxes that could apply to your earnings at a statewide level for you to be aware of:
- Personal Income Taxes: This tax is levied on all income above $2,000 at a rate that varies between 2.20% and 6.60% based on your business's earnings. To calculate the amount you may need to pay, it’s a good idea to use the Division of Revenue's latest Income Tax Table.
- Corporate Income Taxes: LLCs that elect to be taxed as C corps will pay corporation income tax at a flat rate of 8.70% on all their taxable income.
Gross Receipts Tax
Unlike most states, there’s no statewide sales tax present in Delaware. Instead, businesses based in this state are required to pay a gross receipts tax, which is applicable to companies selling taxable goods or services rather than the customers buying them.
This tax is levied on your LLC’s total gross revenue at a rate that varies between 0.0945% and 0.7468% depending on the type of business activity your LLC conducts. Some of the different products and services with their own specific tax rates include cigarettes and other tobacco products, health care facilities, and hotels or motels.
If your LLC earns revenue from several of these categories, you'll need to file a separate gross receipts tax return for each different source of income. The due date for these returns will vary depending on whether you file your gross receipts tax on a monthly or quarterly basis.
Note: You can pay your file your gross receipts tax, as well as find out when it’s due, online through the Delaware Division of Revenue website.
Steps After LLC Formation
After forming your LLC, you will need to get a business bank account and website, sort all required business licensing, and get business insurance, among other things.
Visit our After Forming an LLC guide to learn more.