You’ve decided to form a Delaware LLC. Good call. Now you want to know exactly what happens — what you file, what it costs, and how long it takes.
This guide covers the full process, step by step. No filler.
Why Delaware?
Delaware isn’t just the most popular state for business formation — it’s the default. More than 60% of Fortune 500 companies are incorporated there. Venture capital firms expect it. Banks and payment processors recognize it instantly.
Here’s why it matters:
- Flexible laws — Delaware’s LLC statutes give founders more control over how their company is structured than almost any other state.
- Court of Chancery — A dedicated business court with experienced judges and decades of consistent legal precedent.
- Privacy — Member names don’t appear in public filings.
- No state income tax — If your LLC doesn’t operate inside Delaware, you won’t owe Delaware state income tax.
Delaware isn’t perfect for every situation. But for most founders — especially those planning to raise capital or work with US clients — it’s the right foundation.
Step-by-Step: How to Form a Delaware LLC
Step 1: Choose Your LLC Name
Your name must be unique in Delaware and include one of these: LLC, L.L.C., or Limited Liability Company.
A few rules to know:
- Words like “bank,” “trust,” or “insurance” require special state approval.
- Your name can’t be too similar to an existing registered entity.
Check availability on the Delaware Division of Corporations database. Not ready to file yet? Delaware lets you reserve a name for 120 days.
Step 2: Appoint a Registered Agent
Delaware law requires every LLC to have a registered agent — a person or company with a physical Delaware address who receives official legal and state correspondence on your behalf.
A P.O. box doesn’t qualify. It must be a street address.
Most founders use a registered agent service. It’s inexpensive, keeps your personal address off the public record, and is a standard part of any formation.
Step 3: File Your Certificate of Formation
This is the document that officially creates your LLC. Filed with the Delaware Division of Corporations, it includes three things:
- Your LLC name
- Your registered agent’s name and address
- The signature of the authorized person filing
The state filing fee is $90. Once the state approves it, your LLC legally exists. Standard processing takes a few business days. Expedited options are available if timing matters — same-day processing costs an additional $100.
Step 4: Draft an Operating Agreement
Delaware doesn’t require you to file an Operating Agreement — but you need one anyway.
This internal document defines how your company actually runs: who owns what, how profits are split, how decisions get made, and what happens if someone leaves. Without it, Delaware’s default rules govern your LLC — rules that weren’t written with your specific situation in mind.
Most banks will ask to see it when you open a business account. Have it ready before you need it. For a full breakdown of what it should cover, see our Delaware LLC Operating Agreement guide →
Step 5: Get Your EIN
An EIN is your company’s federal tax ID — issued by the IRS. You need it to open a business bank account, hire employees, file taxes, and work with payment processors like Stripe.
US residents can apply directly on the IRS website for free. The EIN is issued immediately on approval.
Non-US residents cannot apply online. Options are fax (typically 4–10 business days), mail (~4 weeks), or phone at +1-267-941-1099 where an IRS rep can issue the EIN on the call.
Step 6: Open a Business Bank Account
With your LLC formed and EIN in hand, open a US business bank account. This keeps your business and personal finances separate — which matters for liability protection and clean accounting.
Most major banks offer business checking accounts for LLCs. You’ll typically need your Certificate of Formation, EIN, and Operating Agreement.
What It Costs
No surprises. Here’s what forming a Delaware LLC actually costs:
| Item | Cost |
| State filing fee (Certificate of Formation) | $90 |
| Registered agent (annual) | $50–$300/year |
| EIN application (if using a service) | $50–$150 |
| Annual Franchise Tax | $300/year |
The $300 franchise tax is flat — it doesn’t change based on your revenue. It’s due every year by June 1. For a complete breakdown of every cost you’ll encounter, see our Delaware LLC cost breakdown →
LLC or C-Corp: Which One Do You Need?
Choose an LLC if you want flexibility, you’re not raising venture capital, and you want to keep ongoing compliance simple.
Choose a C-Corp if you’re planning to raise from investors, issue multiple share classes, or building toward an acquisition or IPO.
Most independent businesses, consultants, and service companies choose an LLC. Most startups on the VC track form a C-Corp.
Annual Compliance: What Happens After Formation
Forming your LLC is a one-time task. Keeping it active requires two things every year:
Delaware Franchise Tax — $300, due June 1. Miss it and Delaware will dissolve your LLC. The full details — what it is, how to pay, and what happens if you’re late — are in our Delaware LLC franchise tax guide →
Registered Agent — maintain an active one at all times. If your registered agent resigns and you don’t replace them, your LLC loses good standing.
Four Mistakes That Cause Problems Later
Skipping the Operating Agreement — Even as a sole owner, not having one creates friction with banks and investors. Write it before you need it.
Missing the annual franchise tax — $300, due June 1, every year. Delaware will dissolve your LLC if you miss it.
Mixing up EIN and state tax registration — Your EIN is federal. If you operate in another state, that state may require its own registration and taxes.
Using a personal address as your registered agent — That address goes on the public record. Use a registered agent service.
Forming from Outside the US?
The process works the same way — but a few steps require extra planning.
EIN application — Non-US residents can’t apply online. Options are fax (typically 4–10 business days with a return fax number), mail (~4 weeks), or phone at +1-267-941-1099 where an IRS rep can issue the EIN on the call. A formation service can handle this step and navigate the paperwork on your behalf.
Banking — Traditional US banks require an in-person visit and typically a US address. Online business banking platforms like Mercury or Relay allow non-residents to open US accounts remotely.
US taxes — Forming a Delaware LLC doesn’t automatically mean you owe US income tax. Whether you do depends on where your income is sourced and whether you have a physical US presence. Talk to a cross-border tax professional before you file.
ITIN — If you have personal US tax obligations but no Social Security Number, you may also need an Individual Taxpayer Identification Number. This is separate from your company’s EIN.
Frequently Asked Questions
How long does it take to form a Delaware LLC?
Standard processing typically takes a few business days, though this can vary with filing volume. Same-day processing is available for an additional $100 if you have a hard deadline.
Do I need to live in Delaware to form a Delaware LLC?
No. You can form a Delaware LLC from anywhere in the world. You do need a Delaware registered agent with a physical Delaware address — a registered agent service satisfies this requirement.
Does a Delaware LLC have to pay Delaware state income tax?
Only if your LLC operates inside Delaware. If your business operates in other states or internationally, you generally won’t owe Delaware state income tax.
What is the difference between a Delaware LLC and a Delaware corporation?
An LLC offers flexible taxation and simpler ongoing compliance. A C-Corp is the standard structure for venture-backed startups that plan to raise equity financing. Most founders who aren’t on a VC track choose an LLC.
Can a non-US citizen form a Delaware LLC?
Yes. There are no citizenship or residency requirements to form a Delaware LLC. Non-US founders follow the same formation process with a few practical differences — primarily in how they obtain an EIN.
Bottom Line
The filing itself is simple. The parts that slow people down are the EIN and banking — especially if you’re new to the process.
Get it done right the first time. A filing error or missing document means delays, and delays cost more than time.
If you’d rather hand off the whole process, that’s what we do. Start your Delaware LLC with IncReg →
Questions? [Reach out directly](https://increg.com/contact/) — you’ll hear back from someone who does this every day.
This article is for informational purposes only and does not constitute legal or tax advice. Consult a qualified attorney or tax professional for advice specific to your situation.