How to Start a Delaware LLC — Step by Step

Before anything else, make sure the name you want is actually usable. Delaware requires that your LLC name be distinguishable from every other entity already on the Division of Corporations' records — not just other LLCs, but corporations, partnerships, and reserved names too. Two names that differ only by punctuation, an article like "the," or the entity designator itself may not be treated as distinguishable.

Run your proposed name and close variations through the state's entity name search. If a similar name is already registered, the Division will reject your Certificate of Formation, which costs you days.

Delaware naming rules

• The name must contain "Limited Liability Company," "LLC," or "L.L.C."
• It must be distinguishable from all names on the Division's records.
• Words implying a bank, trust, or insurance company generally require additional regulatory approval.
• The name can't imply a purpose the LLC isn't legally allowed to pursue.

Reserving a name

Not ready to file? Delaware lets you reserve an available name for 120 days by filing a name reservation with the Division. That holds the name while you sort out the rest — it does not form the company.

Your Certificate of Formation must name a registered agent, and that agent must have a physical street address in Delaware. Because most people forming Delaware LLCs live in another state, this step usually means engaging a commercial registered agent rather than using your own address.

The registered agent is the company's official recipient for lawsuits, subpoenas, and state notices — including the annual franchise tax reminders you don't want to miss. Whoever you name has to be reliably available at that Delaware address during business hours.

Your options

• A commercial registered agent service. The standard choice for out-of-state owners. The service provides the Delaware address, keeps it in the public record instead of yours, and forwards anything that arrives.
• A Delaware resident you trust. Legal, but the person must be dependably available during business hours, and their address goes on the public record.
• Yourself. Only workable if you personally have a Delaware street address and are present during business hours.

When you form through us, Delaware registered agent service is part of the package, so this step is handled the moment you place your order.

The Certificate of Formation is the document that legally creates your LLC in Delaware, authorized under 6 Del. C. § 18-201. Compared with other states, it's deliberately sparse. You file it with the Delaware Division of Corporations, typically through the document upload service or via a registered agent's filing account.

What the Certificate includes

• The LLC's name, with the required designator.
• The registered agent's name and Delaware address.

That's the core of it. Delaware does not ask you to list members, managers, ownership percentages, or a business purpose. Everything about how the company is owned and operated stays in your private operating agreement.

Timing and expedite options

Standard processing generally runs about a week to ten business days. If you're up against a deadline — a lease, a closing, a bank appointment — Delaware sells expedited tiers, including same-day and even one-hour service, for an additional state charge. Once the filing is accepted, the state returns a stamped Certificate of Formation and the entity appears on the Division's records.

Delaware's LLC Act is built around the operating agreement having controlling authority. The statute expressly favors freedom of contract, which means the agreement you sign largely governs how the company runs — far more than any default rule. You don't file it with the state, and it never becomes public, but you should have it in place before you take on members or open accounts.

What a complete Delaware operating agreement covers

• Ownership — each member's name and percentage interest.
• Capital contributions — what each member put in, and any obligation to contribute more later.
• Profit and loss allocation — how earnings and losses are split, which need not track ownership percentages exactly.
• Distributions — when and how cash is paid out to members.
• Management — member-managed or manager-managed, and what authority managers hold.
• Voting — how votes are weighted and which decisions require member approval.
• Transfers — restrictions on selling or assigning a membership interest.
• Dissolution — the events that wind the company down and how assets are distributed.

For a single-member LLC, the agreement reinforces that the company is a genuine separate entity — something courts weigh when someone challenges the liability shield. For a multi-member LLC, it's indispensable; without it, Delaware's statutory defaults fill every gap, and they rarely match what the members intended.

An Employer Identification Number is a nine-digit federal tax ID the IRS provides free of charge. It functions as the company's Social Security number — you use it on federal tax filings, to open bank accounts, and to hire employees.

When you need one

• Your LLC has more than one member (a multi-member LLC files a partnership return and must have an EIN).
• You plan to hire employees.
• You want a business bank account — nearly every bank requires the EIN.
• You've elected S-corp or C-corp tax treatment.

A single-member LLC with no employees can technically use the owner's SSN, but almost every advisor recommends getting an EIN anyway to keep your Social Security number off business paperwork.

How to apply

Use the IRS EIN Assistant online at IRS.gov to file your request. It takes about ten minutes and the number issues immediately, so you can use it the same day. The online tool needs a U.S. Social Security number or ITIN. Non-U.S. applicants without either apply by fax or mail on Form SS-4, which takes longer.

Keeping company money separate from personal money isn't just tidy bookkeeping — it's what preserves the liability shield. If you pay personal bills from the business account or route business income through your personal one, a court can decide the LLC was never really separate and hold you personally liable.

What banks typically ask for

• The stamped Certificate of Formation from Delaware.
• Your IRS EIN confirmation.
• The operating agreement — many banks want to see it.
• Government-issued ID for every authorized signer.

Because a Delaware LLC often has no physical presence in Delaware, many owners open accounts with a bank in their home state or with an online business bank. Compare monthly fees, transaction limits, and minimum balances before committing.

Most of the effort is front-loaded into formation. After that, staying compliant in Delaware comes down to one recurring state payment plus attention to any change in your registered agent.

Annual franchise tax

Delaware LLCs do not file an annual report. Instead, every LLC owes a flat annual franchise tax, due June 1 each year, paid online through the Division of Corporations. The amount is fixed regardless of income. Miss the deadline and penalties plus monthly interest accrue, and the company falls out of good standing — which can block you from getting a Certificate of Good Standing when you need one.

Registered agent maintenance

Your Delaware registered agent must stay in place for the life of the company. If your agent resigns or you switch providers, file the change with the Division promptly. A lapsed registered agent leaves the LLC non-compliant even if the franchise tax is paid.

Taxes where you operate

Delaware's franchise tax is separate from income tax where you actually do business. If you run the company from another state, you'll usually register there as a foreign LLC and pay that state's taxes on the income earned there. Federally, single-member LLCs file Schedule C and multi-member LLCs file Form 1065, unless you've elected corporate treatment.