Delaware is famous as a home for companies, but for an LLC the practical facts are simple. The Certificate of Formation costs $110, there’s no annual report to file, and every LLC pays a flat $400 annual tax by June 1. Before choosing Delaware, though, read the section on whether it actually makes sense for a small business that operates somewhere else.
Delaware LLC key facts
| Formation document | Certificate of Formation |
|---|---|
| Filing fee | $110 |
| Expedited service | 24-hour $50 · Same day $100 · 2-hour $500 · 1-hour $1,000 |
| Annual report | None for LLCs |
| Annual LLC tax | $400, due June 1 each year |
| Late payment | $200 penalty plus 1.5% per month interest |
| Registered agent | Required, with a physical Delaware address |
| Newspaper publication | Not required |
| Where to file | Delaware Division of Corporations |
First: is Delaware right for your LLC?
Delaware’s reputation comes from its well-developed business law and its specialized business court, advantages that matter most to companies raising venture capital or with many investors. For a small business that operates in one other state, Delaware often adds cost rather than saving it.
That’s because an LLC generally has to register as a “foreign” LLC in any state where it actually does business. A Delaware LLC running a shop in Ohio would typically pay Delaware’s $400 tax and Ohio’s registration and annual fees, and need a registered agent in both states. If your business will operate mainly in your home state, forming there is usually simpler. (The Delaware Division of Corporations doesn’t give advice on this; check your home state’s rules or ask a professional.)
Step 1Choose a name
A Delaware LLC’s name must include Limited Liability Company, L.L.C. or LLC, and it must be distinguishable from names already on the state’s records.
Check availability with the Division’s name availability search; type the name without the “LLC” ending. To hold a name for 120 days before you file, a reservation costs $75.
Step 2Hire a Delaware registered agent
Delaware requires every entity to appoint a registered agent with a physical office address in Delaware. The agent must be available during normal business hours to accept legal papers and must agree to the appointment before you file.
The agent can be a Delaware resident, a qualifying business entity, or the LLC itself if it has a physical Delaware location. Most owners who live elsewhere use a commercial registered agent. The state publishes a list of agents but doesn’t regulate or endorse them, so compare prices and reviews.
Step 3File the Certificate of Formation
Delaware’s Certificate of Formation is one of the shortest formation documents in the country. It needs the LLC’s name and the name and address of its registered agent, plus a signature. Submit it with the $110 fee through the Division’s document filing service or by mail with a cover sheet. Many owners simply have their registered agent file it for them.
The Division doesn’t publish a standard processing time; non-expedited filings are handled as volume allows. If you need it fast, Delaware’s expedited tiers are some of the quickest anywhere:
- 24-hour: $50
- Same day: $100
- 2-hour: $500
- 1-hour: $1,000
Step 4Pay the annual tax every June
Delaware LLCs don’t file annual reports. Instead, each LLC pays a flat $400 annual tax for the previous year, due by June 1. Your first payment is due June 1 of the year after the year your LLC was formed. Pay online through the Division’s tax payment system by bank debit or credit card.
About the amount: the annual tax rose from $300 to $400 under a 2026 law (HB 400), effective January 1, 2026. A few older pages on Delaware’s own website still show $300, but the Division’s current tax instructions and the enacted law say $400. If you’re paying for 2025 and aren’t sure which amount applies, the Division can confirm at (302) 739-3073.
Step 5Finish setting up
- Operating agreement: Delaware gives LLCs wide freedom to set their own rules, which makes a written operating agreement especially important. It isn’t filed with the state.
- EIN: free from the IRS.
- Foreign registration: register in the state where you’ll actually operate, if it’s not Delaware.
What a Delaware LLC costs
| Certificate of Formation | $110 (one time) |
|---|---|
| Name reservation (optional) | $75 |
| Expedited service (optional) | $50 to $1,000 |
| Annual LLC tax | $400 per year, from the year after formation |
| Registered agent | Set by the agent you choose (required) |
| Foreign registration elsewhere | Your operating state’s fees, if applicable |
Forming in Delaware on your own vs. through a service
Because you need a Delaware registered agent anyway, many people form their Delaware LLC through that agent or a formation service, which files the Certificate for you. The state fee is the same either way. What’s worth comparing is the agent’s yearly fee, since you’ll pay it for as long as the LLC exists.
Frequently asked questions
Do Delaware LLCs file an annual report?
No. LLCs pay the $400 annual tax instead. (Delaware corporations file annual reports; LLCs don’t.)
When is my first Delaware tax payment due?
June 1 of the year after your LLC is formed.
Can I form a Delaware LLC if I don’t live there?
Yes. You’ll need a Delaware registered agent, and you’ll likely need to register as a foreign LLC in the state where you do business.
Is Delaware cheaper than forming in my own state?
Usually not for a small business. You’d typically pay Delaware’s costs plus your home state’s foreign registration costs.
Sources
- Delaware Division of Corporations: Certificate of Formation form
- Delaware Division of Corporations: fee schedule (August 2026)
- Delaware Division of Corporations: how to form a new business entity
- Delaware Division of Corporations: LLC/LP/GP tax instructions
- Delaware Division of Corporations: registered agents
- Delaware Division of Corporations: name availability
- Delaware First Steps: name reservation
- Delaware General Assembly: HB 400
- IRS: Get an Employer Identification Number