If you'd like to start a business in Delaware, you should consider forming a limited liability company (LLC). This business structure has many advantages. An LLC combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. An LLC also provides liability protection to its owners.
If you're looking to start an LLC in Delaware, you'll need to follow these essential steps. For more information on how to form an LLC in any state, check out our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.
The first step to creating an LLC is choosing a business name. When you pick a name, you must follow the state's laws for LLC names. Delaware's naming laws are similar to those of other states and specify what you can and can't name your LLC.
LLC name must be distinguishable. Your LLC's name must be distinguishable (different) from the names of any domestic businesses reserved, registered, formed, or organized in Delaware or any foreign (out-of-state) businesses qualified or registered to do business in Delaware. You can search for which names are already on file with the Delaware Department of State (DOS) by searching the Division of Corporations's entity name database. (Del. Code tit. 6, § 18-102 (2025).)
LLC name must include an entity designator. Under Delaware law, an LLC's name must contain the words "limited liability company" or the abbreviations "L.L.C." or "LLC." (Del. Code tit. 6, § 18-102 (2025).)
Name reservation. You can reserve an available name for 120 days by filing an Application for Reservation of Limited Liability Company Name with the Delaware Division of Corporations (DOC). You can reserve the name online or by mail. As of 2025, the filing fee is $75. You can also re-reserve, transfer, or cancel your business name registration. (Del. Code tit. 6, § 18-103 (2025).)
Using a DBA. When you do business, you don't have to use the name on your LLC's formation paperwork. Instead, you can use a different name for your business—sometimes called a "trade name," "DBA," (short for doing business as), or "fictitious name." If your LLC uses a trade name in Delaware, you must register that name with the Office of the Prothonotary of every county where you'll do business. You can download the registration form from the Delaware courts website. The registration certificate must be notarized. As of 2025, the fee to register your trade name is $25 per registration. (Del. Code tit. 6, § 3101 (2025).)
Every Delaware LLC must have an agent for service of process in the state (called a "registered agent"). A registered agent agrees to accept legal papers on the LLC's behalf (like if the LLC is sued). The agent should agree to this role before designation.
The registered agent must be either:
Unlike other states, Delaware allows LLCs to act as their own registered agents as long as they're located within the state. All LLCs must have a registered agent with a physical street address in Delaware. But the registered office doesn't need to be a place of business.
(Del. Code tit. 6, § 18-104 (2025).)
You can find a list of Delaware registered agents on the DOS website.
You can form a Delaware LLC by filing a Certificate of Formation of Limited Liability Company with the DOC. Once you complete the certificate, you can upload it to the DOC's Document Filing and Certificate Request Information service or mail the form to the DOC.
The certificate must include:
(Del. Code tit. 6, §§ 18-201 and following (2025).)
You can also include any other relevant information with your certificate. As of 2025, the filing fee for a Certificate of Formation is $110.
Delaware doesn't require LLCs to have an operating agreement. While this document isn't required, it's a good idea to have it. An operating agreement can help preserve the LLC owners' limited liability protection by showing that the LLC is truly a separate business entity from its owners. The agreement also allows you to make your own rules for your LLC. Without an operating agreement, state LLC law will govern how your LLC operates.
Your operating agreement should cover:
Your LLC's operating agreement is an internal organizational document. You don't need to file it with the state.
For help creating an LLC operating agreement, you can use our online LLC formation service.
Your LLC will likely need to comply with other tax and regulatory requirements, including applying for business licenses and permits and registering for other business taxes.
EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for it only if it'll have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.
Business licenses. Every business in Delaware must get an annual general business license from the Delaware Division of Revenue (DOR). Most general business licenses last for a year and your license fee will depend on your type and category of business and number of locations. Your business will also need to pay an additional license fee every month or quarter. (Del. Code tit. 30, §§ 2101 and 2301 (2025).)
In addition to the state license, your LLC could need to obtain other local and state business licenses. For example, you might need to apply for a professional license or license from your city. Be sure you and your business have all necessary operational, tax, and professional licenses and all required zoning and building permits.
For additional information on Delaware taxes, see Delaware's Get Your License webpage and our article on Delaware business licenses.
Tax registration and filings. In Delaware, all LLCs must pay a $300 annual tax to the DOS by June 1 each year. In addition, your LLC might need to file and pay taxes with the DOR. Delaware imposes a gross receipts tax instead of a sales tax on retailers. If you have employees, you'll need to pay withholding taxes to the DOR and an unemployment insurance tax to the Delaware Department of Labor. You can pay your gross receipts tax along with other taxes and fees through the DOR's Taxpayer Portal. You should also check with your city or county to learn about their tax reporting requirements.
For more information on state LLC tax registration and filings, check out our article on LLC annual report and tax filing requirements in Delaware.
Here are some other questions you might have about your Delaware LLC.
If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.
To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.
Below are the fees (as of 2025) you might need to pay to form your LLC in Delaware:
Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.
To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.
No. Unlike most states, Delaware doesn't require LLCs to file annual reports.
Although you don't have to submit any annual reports, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.
Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.
You're not required to have an operating agreement for your LLC in Delaware. Though, it's highly advisable to have one. An operating agreement can help protect your limited liability status, prevent financial and managerial misunderstandings among members, and ensure that you choose the rules that govern your business instead of your state's default rules.
Any LLC conducting business in Delaware must obtain a Delaware business license from the DOR. You can apply for the license online via Delaware One Stop. Your LLC might also need a local business license from the town, city, or county where it's located. See Delaware's Business First Steps webpage for more information.
You can find extensive details about state and local regulatory requirements in our Delaware business license article.
LLCs are considered "pass-through entities" (PTEs) by default, meaning the responsibility for paying taxes on the LLC's income passes through to the members. So, an LLC member will report and pay taxes on their share of the LLC's income on their personal tax return.
All LLCs and foreign LLCs must pay an annual $300 annual franchise tax by June 1 of each year to the DOS. In some cases, for example, if you'll be selling goods and paying Delaware's gross receipts tax or if you have employees, you'll need to register with the DOR. Registration involves different steps for different taxes.
Check out our article on Delaware tax filing requirements for more details.
Yes. To do business in Delaware, all LLCs organized outside of the state (called "foreign LLCs") must register with the DOC. Your foreign LLC must appoint a registered agent for service of process that's physically located in Delaware.
To register, file a Certificate of Registration of Foreign Limited Liability Company. Along with your certificate, you must include a certificate of existence or similar document from your home state that's no more than six months old. As of 2025, the filing fee to register your foreign LLC in Delaware is $200.
Before filing, make sure the LLC's name is available in Delaware. If your LLC's name isn't available, you can use a designated name to transact business in Delaware.
(Del. Code tit. 6, §§ 18-901 and following (2025).)
See our article on qualifying to do business outside your state for more guidance.
Yes. For most formation purposes, a Delaware single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Delaware are the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.
Delaware doesn't recognize professional LLCs. Instead, if you provide a licensed professional service in Delaware, you can form a professional service corporation (called a "professional corporation" in other states). A professional service is any type of service that requires the provider to obtain a license or other legal authorization. For example, architects, CPAs, doctors, dentists, engineers, and veterinarians provide professional services.
A professional corporation can provide only one type of professional service or, alternatively, it can provide qualified related professional services. In addition, only licensed professionals can perform the professional services for which the professional service corporation is organized.
(Del. Code tit. 8, § 601 and following (2025).)
If you want to close your business and end all operations, then you'll want to properly dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in Delaware, you should:
(Del. Code tit. 6, §§ 18-801 and following (2025).)
You'll also need to close your tax accounts and take any other steps necessary to close out your business. See our articles on how to dissolve a Delaware LLC and what you need to do when closing your business for more in-depth information and guidance.
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