How to Start an LLC in Delaware
Introduction
Delaware is the dominant jurisdiction for LLC formation in the United States, hosting over 90% of IPO-bound companies and the majority of venture-backed startups. The state's specialized Court of Chancery, flexible LLC Act (6 Del. C. § 18-101 et seq.), and privacy protections—LLC certificates require no member or manager names—make it the default choice for serious business owners. You pay only a $110 filing fee and a $300 annual tax, with no state income tax on out-of-state earnings. Formation takes 2–3 business days through the Delaware Division of Corporations, or as little as 1 hour with expedited service.
Delaware LLC Formation at a Glance
| Item | Details |
| Filing Fee | $110 (standard processing) |
|---|---|
| Processing Time | 2–3 business days (standard) |
| Expedited Options | 24-hour (+$50), same-day (+$100), 2-hour (+$500), 1-hour (+$1,000) |
| Annual Tax | $300 (due by June 1) |
| State Income Tax | None on out-of-state earnings |
| Registered Agent Required | Yes, with physical Delaware office (6 Del. C. § 18-104) |
| Operating Agreement Required | No, but strongly recommended (6 Del. C. § 18-101(9)) |
| Member Names on Certificate | Not required; privacy advantage |
| Online Filing Available | Yes, at https://icis.corp.delaware.gov/eCorp/ |
Step 1: Choose and Reserve Your LLC Name
Your LLC name must include "Limited Liability Company," "LLC," or "L.L.C." and must be distinguishable on the Division of Corporations' records from all other registered entities under 6 Del. C. § 18-102. You cannot use "Bank," "University," or "Insurance" unless you hold the appropriate license. Search the Delaware business registry at https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx for free, instantly.
Search for Name Availability
Start by searching the Delaware Division of Corporations database to confirm your desired name isn't already taken. The search tool checks whether your proposed name is distinguishable on the state's records—the legal standard under Delaware law. You can perform unlimited searches at no cost, and results are instant.
A name is distinguishable if it differs from all other registered business entity names in Delaware's system. Minor variations like different punctuation or word order may not be distinguishable, so test multiple versions if your first choice appears similar to existing names.
Understand Delaware's Naming Requirements
Your LLC name must include one of three designators: "LLC," "L.L.C.," or "Limited Liability Company" (6 Del. C. § 18-102). You may place this designator at the beginning, middle, or end of your name. For example, "Smith Consulting LLC," "LLC Smith Consulting," or "Smith LLC Consulting" all comply.
Three word categories are restricted statewide: Bank, University, and Insurance. If your name includes any of these words, you must obtain written consent from the appropriate regulatory authority before filing your Certificate of Formation. Contact the Delaware Division of Corporations at (302) 739-3073 or https://corp.delaware.gov/ for guidance on restricted-word approval.
Reserve Your Name (Optional but Recommended)
You can reserve your LLC name for 120 days by paying a $75 reservation fee to the Delaware Division of Corporations. Name reservation is optional—you can proceed directly to filing your Certificate of Formation—but reservation protects your chosen name while you prepare other formation documents.
To reserve a name, contact the Division of Corporations by phone at (302) 739-3073 or visit their office at John G. Townsend Bldg., 401 Federal Street, Suite 4, Dover, DE 19901. The 120-day reservation period gives you time to finalize your operating agreement, secure a registered agent, and arrange your registered office address without risk of another business claiming your name.
Plan for "Doing Business As" (DBA) Registration
If you plan to operate under a name different from your LLC's legal name, you must file a DBA (Doing Business As) registration with the county prothonotary in each Delaware county where you conduct business. This is a separate filing from your LLC formation and is required by Delaware law.
For example, if your LLC is named "Smith Consulting LLC" but you advertise as "Smith Business Solutions," you must register "Smith Business Solutions" as a DBA. Contact the prothonotary's office in your operating county for DBA filing procedures and fees, which vary by county.
Name Selection Checklist
| Task | Details | Cost |
| Search available names | Use free search tool at https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx | Free |
|---|---|---|
| Confirm designator included | Name must contain "LLC," "L.L.C.," or "Limited Liability Company" | N/A |
| Check for restricted words | Verify name doesn't use Bank, University, or Insurance without approval | N/A |
| Reserve name (optional) | File reservation with Division of Corporations for 120-day protection | $75 |
| Plan DBA filing | Identify counties where you'll operate and contact prothonotaries | Varies by county |
Once you've selected and reserved your name, you're ready to move to Step 2: appoint a registered agent and establish a registered office address in Delaware.
Step 2: Appoint a Delaware Registered Agent
Your Delaware LLC must have a registered agent with a physical office address in Delaware to receive legal documents and official communications. Under 6 Del. C. § 18-104, your registered agent can be an individual Delaware resident, a domestic or foreign corporation, LLC, LP, or other entity authorized to do business in Delaware—or you yourself if you're a Delaware resident. You'll designate this agent and address in your Certificate of Formation.
Who Can Serve as Your Registered Agent
You have three primary options for your registered agent under Delaware law.
Individual Delaware Resident. You can appoint any individual who maintains a residence in Delaware. This person must be generally present at a designated Delaware location to accept service of process and perform registered agent duties (6 Del. C. § 18-104(e)(1)(a)). Many business owners appoint themselves if they live in Delaware.
Domestic or Foreign Entity. You can appoint a domestic Delaware corporation, LLC, LP, or other entity authorized to do business in Delaware—or a foreign corporation, LLC, LP, or other entity that is authorized to transact business in Delaware. The entity must maintain a business office in Delaware that is generally open during business hours (6 Del. C. § 18-104(e)(1)(a)).
You as Member or Manager. If you are a Delaware resident, you can serve as your own registered agent. Your address becomes your LLC's registered office address. This option eliminates the need to hire a third party and reduces costs.
Registered Agent Requirements
Your registered agent must satisfy specific obligations under Delaware law, regardless of who serves in this role.
The agent must maintain a physical business office in Delaware identical to the registered office address you list on your Certificate of Formation (6 Del. C. § 18-104(a)(2)). Virtual offices, mail forwarding services, or remote-only arrangements do not satisfy this requirement (6 Del. C. § 18-104(e)(2)).
Your registered agent must accept service of process and forward legal documents to your LLC promptly. The agent must also forward your annual tax statements or electronic notifications from the Delaware Division of Corporations (6 Del. C. § 18-104(e)(1)(c)–(d)).
If your registered agent serves more than 50 entities (a "commercial registered agent"), they must maintain a Delaware business license, be generally present during normal business hours, and comply with Secretary of State regulations regarding identity verification (6 Del. C. § 18-104(f)).
Obtaining Registered Agent Consent
Your registered agent must consent to serve in this capacity before you file your Certificate of Formation. While Delaware law does not require a separate consent form at filing, you should obtain written consent from your agent and retain it for your records.
If you appoint a third-party agent, contact them directly to confirm they will accept the appointment and provide their Delaware business address. Professional registered agent companies typically provide consent as part of their service agreement.
Registered Agent Comparison
| Option | Cost | Best For | Requirements |
| Self (Delaware resident) | $0 | Owners living in Delaware | Must be a Delaware resident; maintain a Delaware address |
|---|---|---|---|
| Professional registered agent | $50–$300/year | Out-of-state owners; privacy | Company maintains Delaware office; accepts service of process |
| Delaware resident (not you) | Varies | Owners needing local presence | Individual must be Delaware resident; must consent |
| Delaware corporation/LLC | Varies | Larger entities | Entity must be authorized to do business in Delaware |
Changing Your Registered Agent
You can change your registered agent at any time by filing a Change of Agent form with the Delaware Division of Corporations and paying a $50 fee (6 Del. C. § 18-104(b)). The new agent's consent is required before the change becomes effective.
If your registered agent resigns without appointing a successor, you have 30 days to designate a new agent or your Certificate of Formation will be canceled (6 Del. C. § 18-104(d)). The Secretary of State will notify you at your last known address if your agent resigns.
Where to File and Contact Information
You'll designate your registered agent and office address on your Certificate of Formation, filed with the Delaware Division of Corporations:
- Filing Authority: Delaware Division of Corporations
- Address: John G. Townsend Bldg., 401 Federal Street, Suite 4, Dover, DE 19901
- Phone: (302) 739-3073
- Online Filing: https://icis.corp.delaware.gov/eCorp/
- Website: https://corp.delaware.gov/
The registered agent information is public record and will appear in the Division's online business search database at https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx.
Step 3: File Your Certificate of Formation
You must file a Certificate of Formation with the Delaware Division of Corporations to officially create your LLC. This document establishes your company's legal existence and requires three core pieces of information: your LLC's name, your registered office address in Delaware, and your registered agent's name. The filing fee is $110.00, and standard processing takes 2–3 business days, though expedited options are available for an additional fee.
What Information You Must Include
Your Certificate of Formation must contain your LLC's legal name with one of these designators: "Limited Liability Company," "LLC," or "L.L.C." (6 Del. C. § 18-201). The name must be distinguishable on the Division of Corporations' records and cannot include restricted words like "Bank," "University," or "Insurance" without special approval (6 Del. C. § 18-102).
You must also provide a street address for your registered office in Delaware—this can be your actual business location or any other Delaware address (6 Del. C. § 18-104). Finally, you'll name your registered agent, who must be either a Delaware resident individual or a domestic/foreign entity authorized to do business in Delaware. Your registered agent can be you, a member, or a professional registered agent service.
Filing Your Certificate Online or by Mail
The Delaware Division of Corporations accepts online filings through their eCorp system at https://icis.corp.delaware.gov/eCorp/. Online filing is the fastest and most convenient method. You can also mail your Certificate of Formation to:
Delaware Division of Corporations
John G. Townsend Building
401 Federal Street, Suite 4
Dover, DE 19901
Phone: (302) 739-3073
Processing Times and Expedited Options
Standard processing takes 2–3 business days at no additional cost beyond the $110 filing fee. If you need faster processing, Delaware offers expedited options:
| Processing Speed | Additional Fee | Total Time |
| Standard | None | 2–3 business days |
|---|---|---|
| 24-hour expedited | $50 | 24 hours |
| Same-day expedited | $100 | Same business day |
| 2-hour expedited | $500 | 2 hours |
| 1-hour expedited | $1,000 | 1 hour |
All expedited fees are in addition to the $110 filing fee. Choose expedited processing only if you need your LLC operational immediately.
Choosing Your Effective Date
You may select a future effective date for your Certificate of Formation if desired (6 Del. C. § 18-201). This allows you to file now but have your LLC officially exist on a later date. If you don't specify an effective date, your LLC becomes effective upon filing.
After Filing: Next Steps
Once the Division of Corporations approves your Certificate of Formation, you'll receive a certified copy. You should then obtain an Employer Identification Number (EIN) from the IRS, even if you have only one member, to open a business bank account and hire employees.
You must also register your LLC with the Delaware Division of Revenue for a state business license if you're operating a business in Delaware. Additionally, if you conduct business under a name different from your LLC's legal name, you'll need to file a DBA (Doing Business As) registration with the county prothonotary in each Delaware county where you operate.
Registered Agent Requirements
Your registered agent must maintain a physical business office in Delaware and be available to accept service of process (6 Del. C. § 18-104(e)). The agent cannot rely solely on a virtual office, mail forwarding service, or remote communication. If your registered agent changes, you'll file a Change of Agent form with a $50 fee.
Step 4: Draft an Operating Agreement
An operating agreement is not legally required under Delaware law, but creating one is strongly recommended. Under 6 Del. C. § 18-101(9), Delaware's LLC Act provides default rules that govern your LLC if you don't have an agreement—including member management, equal profit/loss sharing, and unrestricted member dissolution rights. A written agreement lets you customize these defaults to match your business needs and protect your interests.
Why You Need an Operating Agreement
Delaware's default LLC rules apply automatically whether or not you have a written agreement. Without one, your LLC will be member-managed (6 Del. C. § 18-306), profits and losses will be shared equally among all members (6 Del. C. § 18-503), any member can dissolve the LLC without cause (6 Del. C. § 18-801), and members cannot be removed without cause (6 Del. C. § 18-603). These defaults work for simple,