How to Form an LLC in Delaware

L L C members happy after starting an L L C in Delaware

It’s easy to form an LLC in Delaware online yourself. Just follow these steps:

  1. Name Your LLC
  2. Choose a Registered Agent
  3. File the DE Certificate of Formation
  4. Create an LLC Operating Agreement
  5. Get an EIN

Or, use a professional service:

four point eight out of five stars Northwest Registered Agent ($29 + State Filing Fee)

three point four out of five stars LegalZoom ($79 + State Filing Fee)

Starting an LLC in Delaware is Easy

You can start a Delaware LLC online by registering the Certificate of Formation with the Department of State. The cost to create an LLC in Delaware is $90.

Follow our How to Form an LLC in Delaware guide below to get started.

Steps to form an L L C in Delaware

For more information on how to form an LLC in any state, visit our How to Start an LLC guide.

Step 1: Create A Name For Your Delaware LLC

Before you register your Delaware LLC, you'll need to come up with a name. Your business name needs to be catchy for branding purposes and legitimate for legal purposes.

We go into depth on this topic in our LLC naming guide. We’ll go over the basics below.

Naming Your LLC

First, brainstorm some possibilities. Use our LLC name generator to get the ideas flowing.

Next, make sure your name meets Delaware guidelines:

  • it contains the words limited liability company, limited company, LLC, or L.L.C.
  • it doesn't contain restricted words that suggest your business is a government office, a doctor's office, a law firm, or bank
  • it's distinguishable from any other entity or trade name registered in Delaware
  • full list of Delaware naming guidelines

Next, do a Delaware LLC name search with the Department of State to find out if your name is available in Delaware.

If your business name is available and meets guidelines, you’ll be able to register it when you file your Certificate of Formation with the Department of State.

Is the URL available? Before you commit 100% to a name, check to see if there’s a good web domain available.

We recommend buying your domain right away because even if launching a business website isn’t on your radar right now, it will be soon.

Find a Domain Now

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Once you register a domain name for your LLC, consider setting up a business phone system to establish credibility and enhance your customer service. Nextiva provides a plethora of useful features and a quick, easy setup. Try Nextiva.

Using a Delaware Trade Name (DBA)

A Delaware DBA (doing business as), also known as a trade name, is any registered name that a business operates under that isn't its legal business name. A trade name can be used by any type of business, including a sole proprietorship, partnership, or limited liability company (LLC).

Learn how to get a DBA in our Delaware DBA guide.

Step 2: Appoint A Delaware Registered Agent

When you file your Certificate of Formation, you'll need to list a registered agent.

A registered agent's job is to accept legal documents like service of process and tax notices for your LLC. To learn more about Delaware Registered Agents, read our full guide.

Your registered agent can be a person or a registered agent service. You can act as your own registered agent, but many business owners choose to use a registered agent service.

Here are a few things to think about before you decide to act as your own registered agent:

  • You’ll need to be available during normal (9 am - 5 pm) business hours at the address you provide
  • If you run your business from home, you’ll have to make your personal address public
  • You could be served with a lawsuit in front of your family or coworkers

Recommended: Northwest Registered Agent offers a free year of registered agent services when you form your LLC ($29 plus state fees).

Step 3: File the Certificate Of Formation

It’s time to officially form your LLC by filing your Certificate of Formation with the Delaware Department of State.

You'll need to fill-out the Certificate of Formation form and upload it online. You can also mail it in. The filing fee is $90. 

Recommended: Now is a good time to decide if your LLC will be member-managed vs manager-managed.

You'll need to know the following information to complete the form:

  1. Entity Name
  2. Registered Agent Name and Registered Office Address

For more detailed help with completing the form, visit our Delaware Articles of Organization guide.

Mail Your Articles of Organization:

Send the form and payment (payable to the Department of State) to:

Delaware Division of Corporations
401 Federal Street
Suite 4
Dover, DE 19901

How long does it take to get a Delaware LLC approved? Typical processing time is 10 to 15 business days, but you can expedite the processing for an additional fee.

Step 4: Create A Delaware LLC Operating Agreement

Creating a Delaware LLC operating agreement is the only way to legally lock down your LLC’s management and ownership structure. Having an operating agreement in place will give you something to return to if a dispute or lawsuit arises. 

Even single-member LLCs benefit from having an operating agreement.

Your operating agreement should outline the following:

  • Each member’s responsibilities
  • How new members will be admitted
  • How existing members may transfer or terminate their membership
  • How profits and dividends will be distributed

You can add as many provisions as you want, as long as they don't conflict with Delaware law. Take a look at our What is an Operating Agreement guide to learn more.

Download a template or create a custom Free Operating Agreement using our tool.

Step 5: Obtain An EIN (Employer Identification Number) For Your LLC

An Employer Identification Number (EIN) is like a Social Security number (SSN) for your company. The IRS and the state of Delaware will use this number to track your business activity.

Your EIN will come in handy when it’s time to:

  • Open a business bank account
  • File Federal and State taxes
  • Hire employees

The best way to get an EIN for your LLC in Delaware is by using the free online application on the IRS website.

Read our Get an EIN guide for instructions.

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Steps After Forming an LLC in Delaware

After forming your Delaware LLC, it's important to: 

Open A Business Bank Account

A business bank account helps separate personal expenses and company expenses, which is required to maintain your Delaware LLC's corporate veil. A corporate veil protects your personal assets from creditors in potential lawsuits against your LLC or Business.

Learn more by reading this guide to Banking for Entrepreneurs. For a multi-member LLC, you'll also want to set up capital accounts for LLC members. We also recommend checking out our review of the best business bank accounts.

Get A Business Credit Card

A business credit card will help separate personal and business expenses while building your company's credit history. A strong credit history will be useful for raising capital in the form of venture capital, angel investment, or small business loans.

Set Up Business Accounting

Hiring a business accountant is one of the best ways to ensure you’re taking advantage of LLC tax benefits; possibly saving you and your business thousands of dollars per year.

When forming an LLC in Delaware, it’s a good idea to start a relationship with a business accountant as soon as you start your business to help set your company up for success.

Get Business Insurance

Business insurance helps manage risk. The most common forms of business insurance are general liability, professional liability, and workers' compensation.

Find out the real cost of getting insurance for your business. Get a free quote or call 855-965-3168.

Keep Your Company Compliant

Research Delaware Business Licenses and Permits

To operate an LLC in Delaware, you will need to comply with federal, state, and local government regulations such as health permits, building permits, and signage permits. 

Business licensing and permit requirements vary from state to state. To get started, visit our How to Get a Business License in Delaware guide. To help facilitate this process, you can also utilize a business license service.

Any entities that do business in the state of Delaware — including LLCs — must file for a general business license from the state’s Department of Revenue. These licenses typically last for one year, but can be renewed for three-year periods after your first year of business.

Understand Delaware State Tax Requirements

Delaware is one of five states that do not impose a statewide sales tax. However, the state does impose a gross receipts tax on most businesses. The gross receipts tax rate varies based on your LLC’s business activity.

If you have employees in Delaware, you will need to register for unemployment insurance tax through the Delaware Department of Labor and employee withholding tax through the Delaware Division of Revenue.

Additionally, all Delaware LLCs must pay the state’s franchise tax — a flat rate tax of $300 — each year with the Department of State. Most multi-member LLCs also have to file Form 300: Partnership Return each year with the Department of Revenue.

Understand Your Delaware LLC’s Federal Tax Requirements

Most Delaware LLCs will need to report their income to the Internal Revenue Service (IRS) each year using Form 1065 Partnership Return (multi-member LLCs) or Form 1040 Schedule C (single-member LLCs).

How you pay yourself will affect your federal taxes. Visit our guide to learn more about how to pay yourself from your LLC.

Know Your Delaware LLC’s Federal Tax Election Options

Pass-through taxation entails a business’s profits passing through to the LLC member’s individual tax returns. Like a sole proprietorship, an LLC is taxed as a pass-through entity, also known as a disregarded entity. 

Once this process is completed and after any tax-deductible expenses are taken out, the LLC members pay self-employment taxes and income tax on their portion of the business income. 

Alternatively, Delaware LLCs can choose to elect to be taxed as an S corporation (S corp) or C corporation (C corp). If S corporation tax status is elected, LLC members can be taxed as employees of the business, potentially reducing tax burden.

More LLC Resources

  • Delaware Foreign LLCs: Forming a foreign LLC allows your company to operate as one entity in multiple states. Download the Delaware foreign LLC form to get started.
  • Delaware Certificate of Good Standing: A certificate of good standing verifies that your LLC was legally formed. To order, follow our Delaware certificate of good standing guide.
  • Dissolving a Delaware LLC: If you are ready to dissolve your LLC, follow the steps in our Delaware LLC Dissolution Guide.
  • LLC Legal Forms: TRUiC offers a number of free LLC legal forms including operating agreements, LLC resolutions, and hiring documents.

Need Help Forming an LLC?

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