Form an LLC in Delaware — Everything You Need to Know
A practical, no-nonsense guide to forming a limited liability company in Delaware. We cover the actual requirements, real costs, and what nobody else tells you.
Delaware LLC at a Glance
State Filing Fee
$90
Processing Time
15 business days
Annual Report Fee
$300/yr
Franchise/Annual Tax
$300
State Income Tax
No
Member Disclosure
Private
Delaware is Best For
Privacy & Protection Features
- ✓Anonymous LLC available — Members and managers are not listed on public formation documents
- ✓No member disclosure — Your name does not appear on publicly searchable formation records
Series LLC Available in Delaware
Delawareallows Series LLCs, which let you create multiple "series" or cells within a single LLC. Each series can have its own assets, members, and liabilities — all isolated from other series. This is particularly useful for real estate investors who want separate liability protection for each property without forming multiple LLCs. You file (and pay) once for the parent LLC, then create series internally through your operating agreement.
Delaware-Specific Requirements
- !$300 annual franchise tax due by June 1 each year
- !Operating agreement legally required
Requirements to Form an LLC in Delaware
Forming an LLC in Delaware requires a few key things. Here is what you actually need — no unnecessary legal jargon:
- 1A unique business name. Your LLC name must be distinguishable from other entities registered in Delaware. It must include "LLC," "L.L.C.," or "Limited Liability Company."
- 2A registered agent. Someone with a physical address in Delaware who can receive legal documents on behalf of your LLC. You can be your own agent if you have an address in the state, or you can use a service like Sedes.
- 3Articles of Organization. This is the formation document you file with the Division of Corporations along with the $90 filing fee. It includes your LLC name, registered agent, management type, and purpose.
- 4An operating agreement. Delaware legally requires an operating agreement. It defines how your LLC is managed, how profits are split, and what happens if things go sideways.
- 5An EIN (Employer Identification Number). Your LLC's tax ID from the IRS. Free to obtain. Required for opening a business bank account, hiring employees, and filing taxes.
How Much Does It Cost?
| Item | Cost | Frequency |
|---|---|---|
| State Filing Fee | $90 | One-time |
| Annual Report | $300/year | Annual |
| Franchise Tax (minimum) | $300/year | Annual |
| Expedited Processing (optional) | $100 | One-time (1 day) |
| Registered Agent Service | $49/year | Annual (with Sedes) |
| EIN | $0 | One-time (free from IRS) |
| First Year Total | $739 | with Sedes RA |
| Annual Ongoing Cost | $649/year | with Sedes RA |
Note: Annual franchise tax of $300 (flat fee for LLCs)
State fees are paid directly to Delaware. Sedes's formation service starts at $0 + state fees.
How Long Does It Take?
Standard Processing
15 business days
State filing fee only ($90)
Expedited Processing
1 business day
Additional $100 fee
Pros & Cons of a Delaware LLC
Advantages
- +Most flexible LLC law in the country
- +Chancery Court specializes in business disputes
- +No income tax on LLCs that do not operate in Delaware
- +No disclosure of members or managers required
- +Extremely well-established body of case law
- +Series LLC available
- +Anonymous LLC formation possible
Disadvantages
- -$300/year annual franchise tax regardless of income
- -If you do business elsewhere, you must register there too
- -Total costs are higher than most home-state formations
- -Mostly beneficial for complex multi-member or investor-backed LLCs
What You Should Know About Delaware LLCs
Delaware is the gold standard for business formation law. Its Court of Chancery handles business disputes without juries, and its LLC Act is the most flexible in the nation. However, the benefits are mostly relevant for complex or investor-backed structures. Most small single-member LLCs are better off forming in their home state.
Step-by-Step: How to Form an LLC in Delaware
Choose your LLC name
Search the Delaware Division of Corporations business name database to make sure your desired name is available. Your name must include "LLC" or "Limited Liability Company" and must be distinguishable from existing entities.
Appoint a registered agent
Your registered agent must have a physical street address in Delaware (no P.O. boxes). They receive legal documents and state correspondence on your behalf. Sedes includes registered agent service with all plans.
File your Articles of Organization
Submit your formation documents to the Delaware Division of Corporations along with the $90 filing fee. You can file online or by mail. With Sedes, we handle the filing for you.
Create an operating agreement
Delaware legally requires an operating agreement. It defines how your LLC is managed, how profits are split, and what happens if a member leaves. Sedes generates a customized operating agreement as part of the formation process.
Get your EIN from the IRS
Apply for an Employer Identification Number (EIN) on the IRS website. It is free and takes about 5 minutes online. You need this to open a business bank account and file taxes.
Open a business bank account
This is critical. Keeping your personal and business finances separate is what makes your liability protection real. Without it, a court could 'pierce the corporate veil' and hold you personally liable.
Stay compliant
File your annual report ($300), pay any required taxes, and keep your registered agent current. Sedes's compliance calendar tracks all of this automatically.
Delaware Division of Corporations — Online Filing
File directly with the state or let Sedes handle it for you.
Frequently Asked Questions
How much does it cost to form an LLC in Delaware?
The state filing fee is $90. You will also pay $300/year for the annual report. There is a minimum franchise tax of $300/year. Your estimated first-year total is $690 (state fees only). With Sedes, the formation service itself starts at $0 — you only pay the state fees.
How long does it take to get an LLC in Delaware?
Standard processing takes approximately 15 business days after filing. Expedited processing is available for $100 (1 business day). With Sedes, we prepare and submit your filing within hours, but the state processing time still applies.
Do I need a lawyer to form an LLC in Delaware?
No. Millions of LLCs are formed every year without a lawyer. For straightforward single-member or partnership LLCs, a formation service like Sedes can handle everything. If you have complex ownership structures, significant assets to protect, or need specific tax planning, consulting a business attorney is a good idea.
Can I form a Delaware LLC if I live in another state?
Yes. Anyone can form an LLC in Delaware regardless of where they live. However, if you plan to do business in your home state, you will need to register your Delaware LLC as a foreign LLC there, which means paying fees in both states. For most people, forming in their home state is simpler and cheaper.
What is the difference between member-managed and manager-managed?
In a member-managed LLC, all owners (members) participate in running the business and making decisions. In a manager-managed LLC, one or more designated managers handle operations while other members are passive investors. Most small LLCs choose member-managed.
Do I need an operating agreement?
Yes, Delaware legally requires an operating agreement. An operating agreement defines how your LLC works, protects your personal liability, and prevents disputes. Banks often require it to open a business account.
Can I form an anonymous LLC in Delaware?
Yes. Delaware allows anonymous LLC formation, meaning member and manager names do not need to appear on publicly filed documents. Only the registered agent's name and address are public. This makes Delaware popular for privacy-conscious business owners.
What is a Series LLC in Delaware?
A Series LLC lets you create multiple "series" within a single LLC, each with its own assets, members, and liabilities. This is popular with real estate investors who want each property in its own protected series. Delaware allows Series LLCs under its LLC statute.
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