Frequently Asked Questions About Starting a Delaware LLC
Answers to the most common questions about forming a Delaware LLC — from filing your Certificate of Formation and paying the $90 state fee to taxes, registered agents, and nonresident requirements.
Bizee Editorial Staff
Editorial Team
Introduction
Delaware is one of the most popular states for LLC formation, and for good reason. These FAQs cover the most common questions about forming a Delaware LLC — from choosing a name and filing your Certificate of Formation to taxes, registered agents, and what nonresidents need to know.
Delaware LLC formation: what you need to know
Forming a Delaware LLC involves a few core steps: picking a name that meets state requirements, appointing a registered agent with a physical Delaware address, and filing a Certificate of Formation with the Delaware Division of Corporations. The state filing fee is $90, and standard processing takes 3–5 business days.
Delaware follows your federal tax classification for state income tax purposes — there's no separate Delaware election. Every Delaware LLC also owes an annual $300 franchise tax, regardless of income or activity level. Most questions people have about Delaware LLCs come down to these basics, and the answers below cover each one directly.
FAQ
It depends on your situation. Delaware recognizes three main for-profit entity types: LLCs, S Corporations, and C Corporations. For most entrepreneurs, an LLC is a strong starting point — it offers personal liability protection without the administrative overhead of a corporation.
C Corporations are worth considering if you plan to raise venture capital or issue multiple classes of stock. S Corporations have ownership restrictions — no more than 100 shareholders, all of whom must be U.S. citizens or residents. A tax professional can help you figure out which structure fits your goals.
To form a Delaware LLC, you need 3 things: a business name that includes "LLC," "L.L.C.," or "Limited Liability Company"; a registered agent with a physical street address in Delaware; and a completed Certificate of Formation filed with the Delaware Division of Corporations along with the $90 state filing fee.
Before you file, it's worth checking name availability through the Delaware Division of Corporations' online search tool and drafting an operating agreement that covers how you'll run the LLC. Neither is required to file, but both save headaches later.
Use the Delaware Division of Corporations' online name availability search to check whether your proposed name is already taken. Search the core name without the entity suffix — leave off "LLC" or "Inc." — to catch all potentially conflicting names. Your name must be distinguishable from existing entities on file with the state.
If the name is available and you're not ready to file yet, you can reserve it for 120 days by filing a name reservation with the Division of Corporations and paying the reservation fee.
Yes. Every Delaware LLC is required to appoint and maintain a registered agent with a physical street address in Delaware — a P.O. box doesn't count. The registered agent receives legal notices, service of process, and official government correspondence on behalf of your LLC.
You can use an individual or a registered agent business as long as they meet Delaware's requirements. The registered agent's name and address are listed directly on your Certificate of Formation.
File a Certificate of Formation with the Delaware Division of Corporations — not Articles of Organization, which is what some other states use. You can file online through the Division's document filing service or by mail to their Dover office. The $90 state filing fee is due at the time of submission.
If filing by mail, include a cover sheet with your name or entity name, return address, and phone number along with the Certificate of Formation.
The Delaware Division of Corporations charges a $90 state filing fee to form an LLC. If you need your LLC formed faster, you can pay an additional $50 or $100 for expedited processing, which can cut the timeline down to 24 hours.
Beyond the formation fee, plan for the $300 annual franchise tax that Delaware charges every LLC each year, regardless of whether the business earned any income.
Standard processing by the Delaware Division of Corporations takes 3–5 business days. If you pay the expedited filing fee — either $50 or $100 depending on the turnaround you need — the Division can process your Certificate of Formation in as little as 24 hours.
Delaware taxes your LLC the same way the IRS does — there's no separate state tax classification election. A single-member LLC is treated as a disregarded entity and reports income on the owner's personal return. A multi-member LLC files a federal partnership return (Form 1065) and members report their share on their individual returns. If your LLC elected S Corp or C Corp status with the IRS, Delaware follows that classification for state income tax.
On top of income tax, every Delaware LLC owes a $300 annual franchise tax regardless of income, activity, or tax classification. That $300 is due each year to the Delaware Division of Corporations.
The $300 annual Delaware LLC franchise tax is paid to the Delaware Division of Corporations. You can pay online through the Division's tax payment portal at corp.delaware.gov. The tax is due each year, and the Division's site has current deadlines and instructions for payment.
For state income tax, how you file depends on your LLC's federal tax classification. A tax professional can help you figure out which Delaware income tax return applies to your situation.
Yes. Delaware does not require you to be a Delaware resident, a U.S. resident, or a U.S. citizen to form a Delaware LLC. The formation process is the same Certificate of Formation filed with the Delaware Division of Corporations — there's no separate nonresident form or extra state step.
You still need a Delaware registered agent with a physical in-state address. For the EIN, foreign owners without a U.S. taxpayer identification number typically apply by filing Form SS-4 by mail or fax with the IRS rather than using the online application.
It depends on where and how you're doing business. If your Delaware LLC operates in another state — maintaining an office, employing workers, owning property, or regularly conducting in-person business there — that state will likely require you to foreign qualify, which means registering your Delaware LLC as a foreign entity in that state.
Activities like selling online to customers in another state, attending a conference, or handling an isolated transaction generally don't trigger foreign qualification on their own. The rules vary by state, so a legal professional can help you figure out whether your activities cross the threshold.
The main trade-off is cost and complexity if you don't actually live or do business in Delaware. You'll owe Delaware's $300 annual franchise tax every year regardless of income. If you operate in another state, you'll likely need to foreign qualify there too — which means paying that state's fees on top of Delaware's.
For entrepreneurs who live and work in another state, forming in their home state is often simpler and less expensive. Delaware's advantages — flexible LLC law, business-friendly courts, strong legal precedent — matter most for businesses raising outside capital or with complex ownership structures.
