Delaware forms more business entities than any state its size has a right to, and the reason has almost nothing to do with taxes. It’s the Court of Chancery: a specialized business court with no juries and two centuries of case law, paired with a startup and investor culture that treats "Delaware entity" as the default box to check. If you’re a solo owner who isn’t raising venture capital, though, most of that reputation doesn’t actually apply to you. Here’s what a Delaware LLC costs, what it protects, and who it’s genuinely built for.
What it costs to file
Delaware LLCs are formed with the Division of Corporations by filing a Certificate of Formation, online or by mail through corp.delaware.gov. The base filing fee is $110. Two optional add-ons come up often: a $75 name reservation if you want to lock in a name before you’re ready to file, and a $50 certified copy if a bank or partner ever asks for one. Same-day filing costs $100 extra; 2-hour expedited service runs $500.
Delaware law also requires every LLC to maintain a registered agent with a physical street address in the state, confirmed directly on the Division of Corporations’ own FAQ page. If you don’t live in Delaware, which describes most people forming a Delaware LLC, you’ll need to pay a commercial registered agent, usually $50 to $150 a year, for as long as the LLC exists.
How to start an LLC in Delaware, step by step
- Pick a name that’s distinguishable from existing Delaware entities on file and includes "LLC" or "Limited Liability Company" somewhere in it.
- Appoint a registered agent with a Delaware street address, either a commercial service or yourself if you actually live in the state.
- File the Certificate of Formation ($110) with the Division of Corporations, online or by mail.
- Write an operating agreement. Delaware doesn’t require one to be filed, or even written down. Our operating agreement guide covers which states actually mandate a written one, and Delaware isn’t among them. Skipping it anyway becomes a bad idea the moment there’s more than one member.
- Get an EIN from the IRS, free, directly at irs.gov, once the state confirms formation.
There’s no separate activation step. Once the state approves the Certificate of Formation, the LLC exists.
No annual report, but a franchise tax that just changed
Delaware LLCs don’t file an annual report the way corporations do. Instead, every LLC owes a flat annual franchise tax due June 1. That number just moved: House Bill 400, signed May 21, 2026, raised it from $300 to $400, though we found real disagreement between compliance firms and registered agents about which payment cycle the new rate first hits. We laid out the full timeline and the conflicting sources in our Delaware franchise tax guide — the short version is that whatever the state’s payment portal shows for your specific entity is the number you actually owe.
Privacy: one of a few states that doesn’t ask at formation
The Certificate of Formation doesn’t request member or manager names. Only the entity name, registered agent, and file number become public record. Delaware is one of a handful of states that skip this at formation, along with Wyoming and New Mexico (see our Wyoming LLC guide for how that compares). Nevada gets lumped into this group often, but its rule is narrower: a manager or managing member still ends up on a public list there. Our Nevada LLC guide breaks down exactly which names stay private and which don’t. It’s a real advantage over states like Texas or California, where formation paperwork exposes more.
It doesn’t extend to federal reporting. A March 2025 FinCEN rule exempted domestic LLCs from Beneficial Ownership Information reporting, but that exemption comes from federal rulemaking, not anything Delaware did, and courts can still compel disclosure during litigation.
Who Delaware actually fits
Delaware earns its cost for a specific set of situations: multi-member LLCs planning to raise outside money down the line, holding companies that own assets rather than run day-to-day operations in any one state, and genuinely online or nationwide businesses without a single home state to register in instead.
For everyone else, there’s a catch most guides skip. Forming in Delaware doesn’t exempt you from your home state’s rules. If you live in, say, Ohio, and actually run the business from Ohio, Ohio will typically require you to register the Delaware LLC as a foreign LLC doing business there: a second filing fee, a second registered agent, and in many states, a second round of annual fees. For a single-owner business with no investors and no plans to ever operate in Delaware, that’s two states’ worth of paperwork for no added protection.
Why startups form here anyway
Venture funds default to Delaware because the Court of Chancery’s judges are business-law specialists rather than a general jury pool, and more than two centuries of rulings mean lawyers can predict how a dispute over vesting or board control will likely play out before it ever gets filed. That predictability matters once a cap table has several investors with competing interests.
Here’s what a lot of "incorporate in Delaware" advice leaves out, though: institutional investors overwhelmingly fund Delaware C-Corporations, not Delaware LLCs. An LLC’s pass-through taxation and flexible membership structure don’t fit how venture funds are legally required to invest. If venture funding is the real goal, most attorneys will tell you to form, or convert to, a Delaware C-Corp rather than stop at an LLC. That’s a step outside what this site covers, and one worth an actual conversation with a business attorney before you file anything.
One more thing worth saying plainly: we’re not ranking Delaware LLC formation services on this page. Our testing methodology requires us to actually use a service before recommending it, and we haven’t purchased Delaware formation through the providers we’re evaluating yet. When we do, this guide gets a real comparison section instead of a placeholder.
Frequently asked questions
Do I need to live in Delaware to form an LLC there?
No. Most Delaware LLCs are formed by people who live somewhere else entirely, which is the whole business model behind commercial registered agents. You do need a Delaware-based registered agent, which any major national provider can supply.
Will I owe Delaware income tax if I don’t do business there?
Generally no. Delaware doesn’t tax LLC income that isn’t Delaware-source income, and the state has no sales tax. You’ll still owe the flat annual franchise tax regardless of income, and you’ll still owe income tax to whatever state you actually live and work in.
Is a Delaware LLC really anonymous?
Member and manager names stay off the public Certificate of Formation, which is a real privacy feature. It isn’t absolute anonymity: registered agents collect your information, some federal reporting rules still apply in specific circumstances, and courts can compel disclosure during litigation.
What does a Delaware LLC actually cost in the first year?
Budget for the $110 filing fee, a registered agent (commonly $50 to $150 a year), and the franchise tax due the following June, currently $300 to $400 depending on which source you believe. See our franchise tax guide for the current figure. That’s before optional extras like expedited filing or a certified copy.
