How to start an LLC in Delaware

Check the name is free

Search on Delaware name availability search. The free General Information Name Search lists active and inactive entities (name, file number, formation date, registered agent) but not their status, while the Name Availability Search gives a real-time availability answer for a chosen entity type; the Division still reviews the name for compliance when the certificate is filed and can reject it, so neither is a final ruling.

Name ending

Limited Liability Company, L.L.C. or LLC

Reserving

Name reservation is optional, costs $75 and holds the name for 120 days; the same applicant can renew for further 120-day periods, at $75 each time.

Words to avoid or that need permission:

• bank, or any variation of it, unless the LLC is a supervised bank or bank-holding-type company, or the word is used in a context that clearly does not suggest a banking business

Also worth knowing:

• The name must be distinguishable on the Division's records from every other Delaware or registered foreign entity and reserved name, unless the other entity files written consent.
• The name may include a member's or manager's name, and may include words such as Company, Association, Club, Foundation, Fund, Institute, Society, Union, Syndicate, Limited, Public Benefit or Trust.

Choose a registered agent

Can it be you?

Yes in two cases: the LLC itself can act as its own agent if the business is physically located in Delaware, and any individual who lives in Delaware (for example a member) can serve if they are generally present at a designated Delaware location often enough to accept legal papers.

Address

The agent must have a physical street address in Delaware that is the same as the registered office, and may not do the job only through a virtual office or a mail-forwarding service.

Their consent

The agent does not sign the certificate, but the Division requires whoever submits a filing that appoints an agent to contact the agent first and confirm they agree to act.

• Anyone acting as agent for more than 50 entities is a 'commercial registered agent' and must hold a Delaware business license and keep a staffed Delaware office.
• The LLC must give its agent the name, business address and phone number of a 'communications contact' (a member, manager, officer, employee or designated agent) and keep it up to date; the agent can resign if it is not provided.
• If the agent resigns without a successor, the resignation takes effect 30 days after filing, and the LLC's certificate of formation is canceled if it does not appoint a new agent within those 30 days.

File the Certificate of Formation

File online at Division of Corporations’ document upload service. Fee: $110.

The form asks for:

• LLC name, including the LLC ending
• Registered office street address in Delaware (street, city, ZIP)
• Name of the registered agent at that address
• Signature and printed name of an authorized person

What is different about Delaware’s form:

• The online service is submission only: you upload a completed fillable PDF certificate rather than filling in an online form, and the system builds the cover memo from what you enter.
• The card or bank account is not charged when you submit; the fee is charged when the Division processes the order and an invoice follows.
• The online service runs Monday to Thursday 7:45am to 11:59pm and Friday 7:45am to 10:30pm Eastern, and is closed at weekends and on state holidays.
• The certificate does not ask for members, managers, a business purpose or a principal business address; any extra provisions are optional.

On paper: Yes: mail the signed certificate with a cover memo to the Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901, paying by check to the Delaware Secretary of State (cards are only accepted through the online service, not for mail or walk-in orders).

Wait for approval, or pay to go faster

No fixed time is published: regular (non-expedited) work is filed in the order received and timing varies with the volume of items; you can call the Division to ask which date it is currently processing.

Filed papers come back by ordinary US mail unless you give a FedEx or UPS account number; nothing is returned by fax or email.

Do what comes after filing

Approval is the start. Get the LLC’s EIN, free from the IRS, then work through what Delaware expects next:

• Give your registered agent a communications contactFrom formation, kept up to date · free

  State law requires every Delaware LLC to tell its agent the name, business address and phone of a person authorized to receive communications; without it the agent may resign.

• Pay the annual LLC taxJune 1 of the year after formation, then every June 1 · $400

  Flat tax for every Delaware LLC, owed for any calendar year the LLC is on the records even for one day, with no proration; it was $300 before tax year 2026. Late payment adds a $200 penalty plus 1.5% interest a month.

• No annual report

  Delaware LLCs file no annual report with the Division of Corporations; paying the annual tax is the only yearly state filing with the Division.

• Delaware business license (only if doing business in Delaware)When business starts in Delaware; renews each December 31 · Varies by activity

  The Division of Revenue requires a license for anyone conducting a trade or business in Delaware, including entities located in Delaware that do business outside the state; apply through the One Stop Business Licensing and Registration Service, and use the Nexus Questionnaire if unsure.

• Gross receipts tax (only if doing business in Delaware)Quarterly at first (last day of the month after each quarter) · 0.0945% to 1.9914% of gross receipts above the exclusion

  Delaware has no sales tax but taxes the seller's gross receipts, with monthly or quarterly exclusions starting at $100,000; new businesses start as quarterly filers and must file online.

• Withholding and unemployment insurance (if you have employees in Delaware)When you have employees working in Delaware

  Employers register as a withholding agent (Part B of the CRA form via One Stop) and also register with the Delaware Division of Unemployment Insurance and the Office of Workers' Compensation.