Forming a Delaware LLC is straightforward: pick an available name, appoint a registered agent, file a one-page Certificate of Formation, and pay Delaware's $110 filing fee. You do not need to live in Delaware, visit Delaware, or be a US citizen to do it.
The harder questions come before and after the filing. Is Delaware the right state for your LLC? Is an LLC even the right entity if you plan to raise venture capital? This guide walks through every step, what it costs to maintain, and how to decide whether an LLC is the right call at all.
Filing a Delaware LLC Certificate of Formation costs $110. Delaware sells faster processing for $50 (24-hour) or $100 (same day).
Every Delaware LLC must keep a registered agent with a physical Delaware address and pay a flat $400 annual tax by June 1 each year. There is no annual report.
Delaware revised its fee schedule effective August 1, 2026. Figures in this guide come from the Delaware Division of Corporations as of October 17, 2026.
Delaware does not require an operating agreement to be filed, but you should have one. It governs ownership, voting, and what happens when a member leaves.
If your LLC operates in another state, you will also need to register there as a foreign LLC, which means paying two states every year.
Venture-backed startups usually need a Delaware C corporation, not an LLC. Decide before you file, because converting later adds cost and friction.
How do you form a Delaware LLC, and what does it cost?
You form a Delaware LLC by filing a Certificate of Formation with the Delaware Division of Corporations, which costs $110, after naming a registered agent with a Delaware street address. After that, every Delaware LLC pays a flat $400 annual tax by June 1 each year and files no annual report, according to the Delaware Division of Corporations fee schedule revised August 1, 2026.
If you would rather have the filing handled, Rho Incorporation forms LLCs for $349 all in, state filing fee included. When you incorporate a Delaware C-corp with Rho for $400, your Rho business account application opens in the same flow, subject to approval.
Best for: founders forming a Delaware C-corp who want their company formed and a business account opened in the same flow, subject to approval. We assess formation options on price, what's included, and whether a business account can open in the same flow as formation.
What a Delaware LLC costs in 2026
Item | Cost |
|---|---|
Certificate of Formation filing fee | $110 (one time) |
Annual tax | $400 per year, due on or before June 1 |
Annual report | None required for LLCs |
Expedited processing (optional) | $50 for 24-hour service, $100 for same-day service |
Late annual tax | $200 penalty plus 1.5% interest per month |
Registered agent | Annual fee set by each provider, not by the State of Delaware |
Delaware revised its fee schedule effective August 1, 2026, and the LLC annual tax is now $400. Figures above are from the Delaware Division of Corporations as of October 17, 2026, so budget for the current numbers rather than the ones in older guides.
Step 1: Choose a name and check availability
Your name must be distinguishable from every entity registered in Delaware and include "Limited Liability Company," "LLC," or "L.L.C."
Check availability with the Delaware Division of Corporations entity name search at icis.corp.delaware.gov before you file. A name that is merely similar to an existing one can be rejected, so search a few variations. Delaware also lets you reserve a name for a fee if you are not ready to file yet. Check domain and trademark availability at the same time, since a state-level name gives you no brand protection.
Step 2: Appoint a Delaware registered agent
Every Delaware LLC must continuously maintain a registered agent: a person or company with a physical street address in Delaware that accepts legal documents and state notices on your behalf during business hours.
If you live in Delaware, you can serve as your own agent. Almost everyone else hires a commercial registered agent, and each provider sets its own annual fee. Our guide to choosing a Delaware registered agent covers what actually matters when comparing providers.
Step 3: File the Certificate of Formation
The Certificate of Formation is the document that legally creates your LLC. It is short: your LLC's name, your registered agent's name and Delaware address, and an authorized signature. Delaware does not ask who owns the LLC, which is one reason it is popular with founders who value privacy.
Want the pure walkthrough version? Follow our step-by-step guide to starting an LLC in Delaware.
You can file online through the Division of Corporations' document upload service or by mail. The state filing fee is $110.
How long does approval take?
Standard processing time depends on the Division's current volume. If you need the LLC faster, Delaware sells speed on top of the $110 filing fee:
24-hour service: add $50.
Same-day service: add $100.
For most founders, expedited service is worth it only if a contract, closing, or bank application is waiting on the entity.
Step 4: Adopt an operating agreement
Delaware does not require you to file an operating agreement, but every LLC should have one, even a single-member LLC. It sets out who owns what percentage, how profits are split, how decisions get made, and what happens if a member wants out, dies, or divorces.
Delaware law gives LLC members unusually broad freedom of contract: courts will generally enforce whatever the members agreed to. That freedom cuts both ways, so if you have co-founders or outside money involved, have an attorney review the agreement rather than relying on a generic template.
Step 5: Get an EIN
An EIN (Employer Identification Number) is your LLC's federal tax ID. You need it to file taxes, hire employees, and open a business bank account. Applying directly with the IRS is free: online if the responsible party has an SSN or ITIN, or by submitting Form SS-4 by fax or mail if not. Non-US founders can get an EIN without an SSN; we cover that process in our guide to Delaware LLCs for non-US residents.
Step 6: Pay the $400 annual tax by June 1
Delaware LLCs do not file an annual report, which keeps ongoing paperwork light. Instead, every LLC pays a flat $400 annual tax, due on or before June 1 each year. The amount is the same whether you earned nothing or millions.
Miss the deadline and Delaware adds a $200 penalty plus 1.5% interest per month, and your LLC can lose good standing, which can block financings and bank applications at the worst possible moment. Put June 1 on your calendar the day your LLC is approved.
Step 7: Register where you actually operate
Forming in Delaware does not exempt you from your home state's rules. If your LLC has an office, employees, or regular operations in another state, you must register there as a foreign LLC, appoint a registered agent there too, and pay that state's fees and taxes every year.
This double cost is the biggest hidden downside of forming out of state, and it is why the best state to form an LLC is usually your home state unless you have a specific reason to choose Delaware. If you are weighing Delaware against the other popular out-of-state option, see our Delaware vs Wyoming LLC comparison.
Step 8: Open a business bank account
Once your Certificate of Formation is approved and your EIN arrives, open a dedicated business bank account. Mixing personal and business funds is the fastest way to undermine the liability protection you just paid for.
On the Rho banking platform: banking, invoicing, cards, and bill pay, all live the moment your account is approved. See how Rho compares in our review of the best online business bank accounts.
Should a startup form an LLC or a Delaware C corp?
Here is the honest answer: if you plan to raise venture capital, you almost certainly want a Delaware C corporation, not an LLC.
Institutional investors are set up to buy preferred stock in Delaware C corps, which support option pools, QSBS eligibility, and the standard SAFE and priced-round documents that venture deals run on. Many funds cannot invest in pass-through entities at all, and founders who start as an LLC typically have to convert to a C corp before a round closes, adding legal cost and tax complexity mid-fundraise.
An LLC is often the better fit for businesses that will distribute profits to owners rather than raise equity: agencies, consultancies, real estate holdings, and small businesses that value pass-through taxation and light formalities. Our C corp vs S corp guide breaks down how the tax treatments compare.
Where Rho fits
Rho Incorporation forms both entity types. An LLC is $349 all in, with the state filing fee included. A Delaware C-corp is $400, with every formation document reviewed by a licensed attorney, your EIN application filed for you, 83(b) election support, and registered agent service covered for the first year. C-corp filing takes about 24 hours, starting the next business day after you submit.
When you incorporate a Delaware C-corp with Rho, your Rho business account application opens in the same flow, subject to approval; Rho requires at least one US-based owner or officer, a US operating address, and a business in a non-excluded industry.