Delaware LLC: Formation, Costs and Annual Tax

Why form an LLC in Delaware

Founders pick Delaware for its business law and its court, not for low fees. Delaware's LLC Act says its policy is "to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements". In practice, that means the operating agreement you sign can shape most of how the LLC runs.

Disputes about the internal affairs of Delaware entities go to the Court of Chancery. The court describes itself as "widely recognized as the nation's preeminent forum for the determination of disputes involving the internal affairs of the thousands upon thousands of Delaware corporations and other business entities". For a company with several owners, outside investors or complex agreements, that predictability has value.

For a solo founder running a small online business, those benefits matter less, and Delaware's yearly tax is higher than Wyoming's or New Mexico's. Our Wyoming vs Delaware vs New Mexico LLC comparison covers that choice.

Delaware LLC formation fee and expedite options

The Delaware Division of Corporations charges $110 to file a Certificate of Formation for a domestic LLC (fee schedule revised 1 August 2026). Some older Delaware forms still show $90. The August 2026 schedule is the current one.

Delaware sells speed in tiers. You pay the expedite fee on top of the $110 filing fee.

Delaware does not publish a standard (non-expedited) processing time, so we do not quote one. If timing matters, the 24-hour tier is the usual choice.

Delaware annual LLC tax: $400 from the 2026 tax year

A Delaware LLC files no annual report, but it pays an annual tax every year. The Division of Corporations states that LLCs formed or registered in Delaware "are required to pay an annual tax of $400.00", and that the tax for the prior year is due "on or before June 1st". Many people call this the Delaware franchise tax. Our Delaware franchise tax guide covers the corporation version too.

The amount rose in 2026. House Bill 400, signed on 21 May 2026, raised the LLC tax from $300 to $400 starting with the 2026 tax year. That gives these dates:

An LLC formed at any point in 2026 owes the full $400 for 2026, due 1 June 2027. Some Delaware pages, such as the "How to Form" page, still show $300. The tax instructions page and the enacted bill show $400.

Late payment and what happens if you do not pay

If the tax is late, Delaware charges a penalty of $200 plus 1.5% interest per month on the tax and penalty. The LLC also ceases to be in good standing, and the state will not accept its filings until the tax is paid. If the tax stays unpaid for 3 years from its due date, the certificate of formation is canceled. You can pay online by card or ACH. Our annual report and state tax filing service handles the payment and reminders for you.

Registered agent requirement

Every Delaware LLC must have a registered agent in Delaware. The Division of Corporations says "Delaware law requires that every business entity have and maintain a Registered Agent in the State of Delaware" with a physical Delaware street address. A business physically located in Delaware may act as its own agent. Founders outside Delaware use a commercial agent, which forwards legal papers and state notices. See our registered agent service.

What is public about a Delaware LLC

Delaware asks for very little on the formation document. The Certificate of Formation needs only the LLC name and the registered agent and registered office, signed by an "authorized person". Member and manager names are not required, and because Delaware LLCs file no annual report, no later filing adds them.

The authorized person who signs does appear on the filed certificate, which is why many founders let their filing service sign. As in every state, banks and the IRS still know who owns the LLC. US-formed LLCs no longer file BOI reports with FinCEN (see our BOI report guide).

How to start an LLC in Delaware, step by step

1. Choose a name. It must include "Limited Liability Company", "L.L.C." or "LLC" (Certificate of Formation instructions) and must be available on the Delaware register. Delaware also offers 120-day name reservations.
2. Appoint a Delaware registered agent. The agent's name and Delaware street address go on the certificate.
3. Prepare the Certificate of Formation. It needs the name, registered office and agent, and the signature of an authorized person.
4. File and pay. File through Delaware's online document filing service or by mail to the Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901. Pay $110 plus any expedite fee.
5. Sign an LLC agreement. Delaware gives your agreement wide effect, so it is worth getting right, especially with several owners. See our LLC operating agreement guide.
6. Get an EIN. It is free from the IRS. Non-residents without an SSN or ITIN apply by fax, mail or phone. Our EIN application service prepares and submits the SS-4.
7. Diary 1 June and 15 April. The Delaware tax is due each 1 June, and a foreign-owned single-member LLC files Form 5472 by 15 April. Add both to our compliance deadline calendar.

You can file yourself through Delaware's online service. Using us adds a name check, preparation and filing by our filing team, a registered agent, secure document handling, portal tracking and reminders for the annual tax. See how it works.

Delaware LLC cost in year 1 and after

A Delaware LLC costs $110 to form and $400 a year after that, plus a registered agent. The table shows government and state fees only.

Delaware has no sales tax, but it imposes a gross receipts tax on sellers doing business in Delaware. An LLC formed there but operating elsewhere does not pay it for that reason alone. Our service prices are on the pricing page.

Delaware LLC or Delaware C corp?

Choose a Delaware LLC if you want pass-through treatment, few owners and a flexible agreement. Choose a Delaware C corporation if you plan to raise venture capital or issue stock options, because investors commonly expect a corporation.

A Delaware LLC suits holding companies, joint ventures with a detailed agreement, and founders whose partners or bank ask for Delaware. It is often more than a solo non-resident needs: the same business in Wyoming or New Mexico pays less each year and files the same federal forms.

A C corporation is a different tax entity. It files Form 1120 and pays federal corporate tax, and its Delaware franchise tax is calculated differently from the LLC tax. The trade-offs are set out in our LLC vs C corp comparison, and we form corporations through our Delaware C corp formation service. The right structure depends on your plans and tax residence, so take advice from a licensed professional before you decide.

What Delaware does not change

Delaware law governs the LLC, but federal tax rules apply the same way in every state. A foreign-owned single-member Delaware LLC files Form 5472 with a pro forma Form 1120 every year, even with no income. It is due 15 April for a calendar year and cannot be e-filed, and the penalty for not filing is $25,000. Whether the owner owes US income tax depends on US trade or business activity, not on Delaware. See our Form 5472 guide.

Sources

• Delaware Division of Corporations: Fee schedule (revised 1 August 2026)
• Delaware Division of Corporations: LLC, LP and GP annual tax instructions
• Delaware General Assembly: House Bill 400
• Delaware Code: Title 6, Chapter 18, Subchapter XI (18-1101, 18-1107, 18-1108)
• Delaware Division of Corporations: How to form a new business entity
• Delaware Division of Corporations: Certificate of Formation (LLC)
• Delaware Courts: Court of Chancery
• Delaware Division of Revenue: Gross receipts taxes
• IRS: Instructions for Form 5472
• FinCEN: Beneficial ownership information reporting

Fees, deadlines and rules on this page were last checked on 27 September 2026.