Delaware LLC Formation: How to Start an LLC in 2026

What a Delaware LLC costs in 2026

Note the franchise tax figure. Delaware's LLC annual tax was $300 for years, but House Bill 400 raised it to $400 beginning with the 2026 tax year. Plenty of older guides still quote $300, so budget for the new number.

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. If you are not ready to file yet, Delaware lets you reserve a name for 120 days for a fee. 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, which typically runs $50 to $300 per year. 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.

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 generally takes 10 to 15 business days, longer in busy filing seasons. If you need the LLC faster, Delaware sells speed:

• Next business day: add $50

• Same day (submit before the early-afternoon cutoff): add $100

• Two-hour service: add $500

• One-hour service: add $1,000

For most founders, next-day or same-day service is worth it 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 in minutes 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 absolutely 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 franchise tax

Delaware LLCs do not file an annual report, which keeps ongoing paperwork light. Instead, every LLC pays a flat $400 annual franchise tax, due on or before June 1 each year. The amount is the same whether you earned nothing or millions, and there is no proration: if your LLC exists at any point in a calendar year, the full tax is owed for that year.

Miss the deadline and Delaware adds a $200 penalty plus 1.5% monthly interest, and your LLC loses 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 low-cost 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.

Rho offers business checking, corporate cards with up to 2% cashback on the Platinum tier, treasury, expense management, and invoicing on one platform, and you can apply in under 10 minutes. See how Rho stacks up 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.

If a C corp is the right call, Rho Incorporation handles attorney-reviewed Delaware C corp formation for $400, refunded when you open a Rho account and maintain a $10,000 average checking balance for 60 days. The first year of registered agent service is included, your SS-4 is prepared and submitted for you, and you get same-day access to Rho banking once approved. Rho Incorporation currently supports Delaware C corps, with LLC support coming soon.