How to Start an LLC in Delaware (2026): Step-by-Step Guide

Published: May 2026 · Updated for the 2026 tax year

Forming an LLC in Delaware takes about the same handful of steps as anywhere else — a name, a registered agent, a Certificate of Formation, an operating agreement, an EIN. The harder question is whether you should form in Delaware at all. This guide answers that honestly, then walks through every step, what a Delaware LLC actually costs over time, the flat $300 franchise tax that trips people up, and how to form one from outside the US.

A note from Slava

I'm Slava, co-founder and CEO of Jupid. Before this I co-founded and scaled an AI-powered accounting platform to around $30M in revenue and more than 100,000 business users — the kind of company that ends up filing a lot of paperwork in a lot of states and watching customers make the same avoidable mistakes.

Delaware is the state people form in for the wrong reasons more than any other. They read that "all the big companies are in Delaware" and assume that's where their two-person consulting shop belongs too. Sometimes it is — if you're raising venture money, Delaware is the right call and your investors will expect it. But for a normal small business that operates somewhere else, forming in Delaware usually means you now pay two registered agents, file in two states, and owe the $300 Delaware franchise tax on top of whatever your home state charges. That's more cost and more paperwork for no benefit.

So this guide leads with the part most "how to start an LLC in Delaware" articles skip: a straight answer on whether Delaware is right for you. Then it does the usual job — the steps, the real costs year by year, the non-resident path, and a dated checklist for your first 90 days. Everything is current for 2026, with links to the official sources so you can verify before you file.

Delaware LLC at a glance

Sources: Delaware Division of Corporations — how to form, Delaware Division of Corporations — pay taxes, Delaware fee schedule.

Should you actually form your LLC in Delaware?

Delaware deserves its reputation — for a particular kind of company. The Court of Chancery is a specialized business court with no juries, fast and predictable rulings, and a century-plus of case law behind it. Venture capitalists, accelerators, and law firms default to Delaware C-corps, and a Delaware LLC converts cleanly into one. If you're building a startup that will raise outside money, form in Delaware. The marginal cost is worth the friction it removes later.

For almost everyone else, Delaware is the expensive choice dressed up as the smart one. Here's the math nobody wants to spell out:

That's two states of compliance, two sets of deadlines, two registered agents, and the $300 Delaware tax bolted onto a bill you'd have had anyway. There's no Delaware income-tax saving if you don't earn Delaware-source income. For a solo consultant, a local shop, or a small online business, this roughly doubles your formation and compliance overhead for zero benefit.

If you're weighing the alternatives, our best state to form an LLC tool walks through the trade-offs, and our Wyoming LLC guide covers the no-state-income-tax, low-fee case in detail — that's the better fit for most non-residents and for businesses that genuinely operate everywhere and nowhere. If you operate primarily in one state, form there; the California guide is the model for that.

Still want Delaware — because you're raising money, because a co-founder insists, because you have a specific legal reason? Good. Here's how.

How to start an LLC in Delaware, step by step

1. Confirm Delaware is the right state

If you've read the section above and Delaware still makes sense — you're raising venture capital, or you're a non-resident with no US footprint deliberately choosing Delaware over Wyoming, or your lawyer has a reason — proceed. If you're forming in Delaware mostly because it sounds prestigious, stop and reconsider; you'll likely spend more for two states of compliance. Our Delaware LLC formation page lays out the specifics, and the annual cost calculator shows the year-by-year numbers.

2. Choose and check your LLC name

Your name has to include "Limited Liability Company," "LLC," or "L.L.C." and be distinguishable from every other entity on the Division of Corporations' records. Search the Delaware entity name database before you get attached to anything — and if you want ideas or want to test a few options, our Delaware business name generator is built for that. Delaware also lets you reserve a name for 120 days for a small fee if you're not ready to file.

3. Appoint a Delaware registered agent

Every Delaware LLC must name a registered agent with a physical street address in Delaware — the person or company that receives lawsuits and official notices for the LLC. If you live in Delaware you can be your own agent. If you don't, you must use a commercial Delaware registered agent. There are dozens; pricing runs roughly $50–$300 a year, and the agent is also how most out-of-state and foreign founders actually submit their filing. The agent's Delaware address goes on the public record; your home address does not have to.

4. File the Certificate of Formation

This is the step that creates your LLC. File the Certificate of Formation with the Delaware Division of Corporations for $110 — that's the statutory $90 plus the county and processing components Delaware bundles in, so $110 is the figure you'll actually pay. The document is short: the LLC's name and the name and address of its Delaware registered agent. Most non-residents file it through their registered agent's online service; you can also use Delaware's eCorp filing system. Delaware doesn't publish a guaranteed turnaround, so if you need it fast, pay for an expedited tier — roughly $50 for 24-hour, $100 for same-day, $500 for two-hour, $1,000 for one-hour (check the current fee schedule, since these shift). Keep the stamped copy; your bank will want it.

5. Write an operating agreement

Delaware doesn't require you to file an operating agreement and doesn't ask to see it — but you should have one, in writing. It sets out who owns what, how profits are split, who can make decisions, and what happens when a member leaves or the company dissolves. Banks ask for it, investors expect it, and for a single-member LLC it's part of how you keep the liability shield intact. Delaware's LLC Act gives you wide latitude to write the agreement however you want; use it.

6. Get your EIN from the IRS

An EIN is your LLC's federal tax ID — you need it to open a bank account, hire anyone, and file taxes. It's free. Apply at irs.gov; if you have an SSN or ITIN, the online application takes a few minutes. If you don't (common for non-resident owners), file Form SS-4 by fax or mail with "Foreign" written on the responsible-party line — see the non-resident section below. Never pay a third party for the EIN itself; the number is always free from the IRS.

7. Calendar the $300 franchise tax — and any home-state filings

Delaware LLCs file no annual report — that requirement is for corporations, and the corporate franchise tax that runs into the thousands does not apply to you. What you owe is the flat $300 alternative-entity tax, due June 1 every year, paid through the Division of Corporations or your registered agent. There's no tax in your formation year; the first $300 is due June 1 of the following year. Miss the deadline and it's a $200 penalty plus 1.5% interest per month on the tax and penalty — that compounds fast, so set a reminder for early May. And if you also operate in another state, you'll register the Delaware LLC there as a foreign LLC and inherit that state's annual report and deadlines too. If you're actually doing business in Delaware, get the Delaware business license (~$75) through Delaware One Stop.

What a Delaware LLC really costs, year by year

Most guides quote "$110 and you're done" and stop. Here's the fuller picture.

Year one

Every following year

If you also operate in your home state, add that state's foreign LLC registration fee, its annual report, and a registered agent there. For most small businesses that roughly doubles the compliance bill versus simply forming at home — which is the whole argument against picking Delaware by default.

The $300 versus the corporate franchise tax — don't confuse them. When you read scary numbers about "Delaware franchise tax," those are almost always about Delaware corporations, whose tax can run from a few hundred dollars to $200,000 depending on the method. A Delaware LLC pays a flat $300, full stop, no matter how much it earns or owns. If a service quotes you anything else as the LLC's annual Delaware tax, they're either confused or selling you something.

DIY versus a formation service versus Jupid. Doing it yourself costs the $110 filing fee, a registered agent, and your time. A formation service charges $0–$300 on top — the "$0" packages still pass through the $110 and then upsell you the registered agent and a "compliance" subscription. Jupid forms your Delaware LLC for free — you pay only the state filing fee — and then handles the bookkeeping and tax filings afterward, which is where the ongoing cost and effort actually live. To model your annual numbers, use our Delaware LLC annual cost calculator.

Forming a Delaware LLC as a non-resident or foreign founder

Delaware is the single most popular state for non-US founders forming a US LLC, and the path works — there's just a federal trap at the end that catches people who skip it. The practical hurdles are a Delaware registered agent, an EIN, a US bank account, and the right annual filings.

Registered agent. You cannot serve as your own agent from abroad, so you must use a commercial Delaware registered agent with an in-state street address. Budget roughly $50–$300 a year. Your agent will usually also be the one who files your Certificate of Formation for you.

Getting an EIN without an SSN. The IRS online EIN tool requires the responsible party to have an SSN or ITIN, so foreign founders generally can't use it. Instead, file Form SS-4: on the line asking for the responsible party's SSN/ITIN/EIN, write "Foreign" — don't invent a number. Submit it by fax or mail. Check the current Form SS-4 instructions for the right fax number, since the IRS changes it; turnaround is usually a few weeks. The EIN is free, and you don't need an ITIN just to get one.

ITIN. An ITIN (Form W-7) is a tax ID for individuals who aren't eligible for an SSN. You generally only need one if you, the owner, have a US tax filing obligation of your own — owning the LLC and opening a bank account usually don't require it. ITINs are issued with a tax return attached or through an IRS Certifying Acceptance Agent and can take a couple of months.

The Form 5472 obligation — don't skip this. A single-member LLC owned by a non-US person is a "disregarded entity" that generally must file Form 5472 along with a pro-forma Form 1120 every year, reporting transactions between the LLC and its foreign owner. This is an information return, not an income tax return — and the penalty for missing it is $25,000. A foreign-owned multi-member LLC files Form 1065 instead. Almost no Delaware LLC guide mentions this; build it into your annual calendar from day one.

US bank account. Most traditional US banks want the owner physically present, along with the EIN confirmation letter, the filed Certificate of Formation, the operating agreement, and a passport. Several fintech business-banking platforms onboard non-resident-owned US LLCs remotely — eligibility and policies change, so check current terms before you rely on any of them. This tends to be the most friction-prone step.

Delaware tax. If the LLC has no Delaware-source income and isn't engaged in a US trade or business, there may be no Delaware income tax to worry about — but the flat $300 alternative-entity tax is unavoidable, due June 1 each year, and the federal obligations (Form 5472, possibly effectively-connected-income filings, possibly withholding under §1446) still apply regardless. A US cross-border CPA is worth the consultation here.

Registered agents and the Corporate Transparency Act (BOI)

Your registered agent is the person or company designated to receive lawsuits and official notices for the LLC, and Delaware requires one with a physical Delaware street address — that's why every out-of-state and foreign founder hires a commercial agent, and why even Delaware residents often do, to keep a home address off the public record.

On the federal beneficial-ownership side: under the Corporate Transparency Act, LLCs were originally required to file a Beneficial Ownership Information (BOI) report with FinCEN. That changed. FinCEN's interim final rule, published in March 2025, redefined a "reporting company" to mean only entities formed under foreign law that register to do business in a US state. As of early 2026, that means a Delaware-formed LLC — even one with foreign owners — has no BOI filing obligation. Older articles still tell you to "file within 30 days"; that's now wrong for domestic LLCs. FinCEN has said it intends to finalize the rule, so this could shift; check fincen.gov/boi before you assume one way or the other. (If you register a foreign-formed entity to do business in a US state, that entity may still have a BOI deadline.)

Your first 30, 60, and 90 days

Days 1–7

• Get your EIN from the IRS (free; online if you have an SSN/ITIN, otherwise by fax or mail with "Foreign" on the responsible-party line).
• Adopt your operating agreement in writing — not filed with Delaware, but banks and investors expect it.
• Confirm your registered agent service is active and the Delaware address is current.
• Check your BOI status. As of early 2026 a domestic Delaware LLC has no FinCEN filing to make; re-verify at fincen.gov/boi.

Days 1–30

• Open a US business bank account (EIN letter, filed Certificate of Formation, operating agreement, ID).
• If you actually do business in Delaware: get the Delaware business license (~$75) via Delaware One Stop and any local permits.
• If you operate in another state: file for foreign LLC registration there (Certificate of Authority) and appoint a registered agent in that state.
• Register for any state-level taxes you actually trigger — sales/use tax, payroll withholding — in the state(s) where you operate.
• Get any professional or industry licenses your work requires, and look into business insurance.

Days 30–90

• Set up bookkeeping and keep personal and business finances strictly separate — that separation is what holds up the limited-liability shield.
• If you're a foreign-owned single-member LLC, put the annual Form 5472 + pro-forma 1120 filing on your calendar now.
• Decide on federal tax classification — default (disregarded/partnership) versus an S-corp election (Form 2553), typically worth modeling once profit clears roughly $40k–$50k.
• Calendar the recurring deadline: the Delaware alternative-entity tax, $300, due June 1 every year. Set a reminder for around May 1 — late is a $200 penalty plus 1.5% per month. If you have a home-state foreign registration, calendar that state's annual report deadline too.

Common mistakes with Delaware LLCs

Forming in Delaware because "that's where the big companies are." Why it hurts: if you operate elsewhere, you now pay a Delaware registered agent, the $300 Delaware tax, and your home state's foreign-registration fees, annual report, and a second registered agent — for no benefit unless you're raising venture money. Fix: form where you do business, or form in Wyoming if you're a non-resident; reserve Delaware for startups raising outside capital.

Confusing the $300 LLC tax with the corporate franchise tax. Why it hurts: people panic about thousands in "Delaware franchise tax" that doesn't apply to LLCs, or get sold a "tax service" they don't need. Fix: a Delaware LLC owes a flat $300 a year, period.

Missing the June 1 deadline. Why it hurts: $200 flat penalty plus 1.5% interest per month, compounding on the tax and the penalty — and an unpaid balance puts the LLC's good standing at risk. Fix: set a recurring May 1 reminder; pay through your registered agent if they offer it.

Assuming "no annual report" means nothing is ever due anywhere. Why it hurts: it's true in Delaware — but a foreign LLC registration in another state almost certainly carries an annual or biennial report, and missing it gets you administratively dissolved there. Fix: track every state you're registered in.

How Jupid helps

Jupid forms your Delaware LLC for free — you pay only the state's $110 filing fee, with no service markup and no surprise "compliance" subscription. After that, Jupid is your AI accountant, working in WhatsApp and iMessage the same way you already text. It connects to your business bank account, automatically categorizes your transactions (around 95.9% accuracy), keeps your deductions organized, and prepares your tax filings with CPA review before anything is submitted. The $300 Delaware tax you'll just pay once a year — but clean books, the right federal filings (including Form 5472 if you're foreign-owned), and a return that holds up are real work, and that's the work Jupid does for you. Start your Delaware LLC free with Jupid →

Frequently asked questions

How much does it cost to start an LLC in Delaware in 2026? The Certificate of Formation costs $110. If you don't live in Delaware you'll also pay a commercial registered agent, typically $50–$300 a year. There's no franchise tax in the formation year — the flat $300 alternative-entity tax first comes due June 1 of the following year. Expedited filing, if you want it, runs from about $50 to about $1,000 depending on the tier.

Does a Delaware LLC have to file an annual report? No. Delaware LLCs file no annual report — that requirement is for corporations. Delaware LLCs instead pay a flat $300 alternative-entity (franchise) tax due June 1 each year. Miss it and there's a $200 penalty plus 1.5% interest per month.

Is the Delaware franchise tax really only $300 for an LLC? Yes. People confuse the LLC tax with the Delaware corporate franchise tax, which can run into the thousands. For an LLC it's a flat $300 a year, regardless of income or assets, due June 1.

Should I form my LLC in Delaware if I operate in another state? Usually not. If you do business in another state you'll have to register the Delaware LLC there as a foreign LLC — paying that state's fees, annual report, and registered agent — on top of the $300 Delaware franchise tax and a Delaware registered agent. That's two states of compliance for one business. Delaware is worth it mainly for startups raising venture capital. For most small businesses, forming in your home state or Wyoming is cheaper.

Can a non-US resident form a Delaware LLC? Yes — Delaware is the most popular state for non-US founders. You'll need a commercial Delaware registered agent, and you can get an EIN without an SSN by filing Form SS-4 by fax or mail. If you're the sole owner, the LLC must file Form 5472 with a pro-forma Form 1120 every year — the penalty for missing it is $25,000.

Does Delaware require LLCs to publish a formation notice in a newspaper? No. Delaware has no newspaper publication requirement for LLCs, unlike New York or Arizona.

Do I owe Delaware income tax on a Delaware LLC? Not on income earned outside Delaware. Delaware generally doesn't tax pass-through LLC income from activity in other states. Income from Delaware-source activity is taxable, and an LLC actually operating in Delaware may need to register with the Division of Revenue. Either way, the $300 franchise tax is unavoidable.

Official sources

• Delaware Division of Corporations — how to form a new business entity (Certificate of Formation, registered agent requirement)
• Delaware Division of Corporations — fee schedule ($110 filing fee, expedited tiers)
• Delaware Division of Corporations — pay taxes / annual tax ($300 alternative-entity tax, June 1 due date, $200 + 1.5%/mo late penalty)
• Delaware Division of Corporations — alternative-entity (LLC/LP/GP) tax instructions
• Delaware eCorp — online document filing
• Delaware Division of Revenue — business taxes · Delaware One Stop — business license
• IRS — get an EIN · Instructions for Form SS-4 · About Form 5472
• FinCEN — Beneficial Ownership Information
• Related on Jupid: Delaware LLC formation · Delaware LLC annual cost calculator · best state to form an LLC · Delaware business name generator · Wyoming LLC guide · California LLC guide · what you need to start an LLC

This guide is general information, not legal or tax advice. Fees, deadlines, and thresholds change — verify with the official sources above before you file.

Last updated: May 2026.