Form an LLC in Delaware.

Delaware LLC fees, line by line

Component	Cost / Rule	Note
Articles of Organization filing fee	$110	One-time charge to register the LLC with the state.
Annual report	None	This state does not require an LLC annual report.
DE Franchise Tax (flat)	$300 / year	Flat tax due June 1 each year, regardless of revenue or activity. It never scales for LLCs.
Registered agent	Required	Every state requires a registered agent. You can be your own RA in your home state at no cost; commercial services run $35–$300/yr.
Expedited filing	Available	Typical add-on $50–$100 for 1–3 day turnaround.

The Delaware franchise tax is a flat $300

Delaware charges every LLC a flat franchise tax of $300/year, due June 1, regardless of revenue or activity. There is no revenue calculation and no sliding scale for LLCs; the share-based formulas you may have read about apply to Delaware corporations, not LLCs. It is a recurring annual cost — larger than the one-time filing fee — so factor it into your decision before forming in Delaware.

Should you form in this state if you don't live here?

For most operators, the answer is no. An LLC pays state income tax wherever it operates, not where it's formed. Forming in Delaware while doing business in another state means paying both states' fees plus a foreign-qualification fee in your operating state. Real reasons to form in a non-home state: pure IP holdcos, real estate holdcos in the property state, asset-protection structures, or non-US residents with no US nexus. Full breakdown of when forming out-of-state pays off →

Forming an LLC in Delaware

Delaware's Division of Corporations handles LLC formation with a well-established, business-friendly framework. The state does not require newspaper publication, allowing quick and straightforward formation. Filing is available online through the Division of Corporations portal, by mail to Wilmington, or through registered agent services that handle filings on behalf of clients. Online filings are processed within 24 hours for standard service; expedited same-day and rush two-hour processing options are available for additional fees. Delaware's digital infrastructure is highly developed and reliable, reflecting the state's long history as a corporate formation hub. Turnaround times are among the fastest in the nation, making Delaware attractive for time-sensitive formation needs.

A name availability search precedes filing. Delaware's online entity search is free and real-time through the Division of Corporations website. The LLC name must be distinguishable from existing entities and must include "LLC," "L.L.C.," or "Limited Liability Company." Name reservation is available for 120 days at minimal cost. Registered agent requirements are mandatory: every Delaware LLC must designate a registered agent with a Delaware street address. Owners rarely serve as their own registered agents because most do not maintain a Delaware address. Professional registered agent services are the standard in Delaware and cost $50-150 annually. Delaware's statute is exceptionally flexible regarding management structure, member requirements, and operating agreement terms. This flexibility, combined with Delaware's business-friendly courts, has made it a preferred choice for founders across industries.

Delaware's filing fee for Articles of Organization is $110 (raised from $90 in August 2023), still competitive among major jurisdictions. The state does not require annual LLC reports, which trims compliance work after formation. However, Delaware does impose an annual franchise tax on all LLCs: a flat $300, due June 1 each year. There is no revenue test and no calculation to run; every Delaware LLC pays the same $300 whether it earned nothing or millions. The authorized-shares and assumed-par-value formulas you may see referenced apply only to Delaware corporations. This annual franchise tax is mandatory and is distinct from income tax. Delaware's corporate-friendly environment and predictable legal precedent make it ideal for ventures anticipating growth or multi-state operations, despite the recurring franchise tax obligation.

Delaware's LLC statute does not mandate operating agreements, but they are essential for any LLC with multiple members or complex governance. Delaware courts uphold operating agreements broadly, allowing significant freedom in structuring management and distributions. The state's well-developed case law on LLC matters provides clarity for business owners seeking to understand their legal rights. Foreign LLCs registered to do business in Delaware face similar compliance requirements. Delaware's reputation as a formation state extends beyond its statute to its business courts and available corporate counsel, making it particularly attractive for venture-backed or investment-focused entities.

State-specific tax considerations

Delaware has no state income tax on pass-through entity distributions, making it exceptionally attractive for tax planning. LLC members do not owe Delaware state income tax on their distributions from the LLC. However, Delaware does impose a flat annual franchise tax of $300 on every LLC, due June 1. No revenue figures enter into it; a dormant holding company and a business clearing eight figures pay the same amount. This is distinct from income tax and is mandatory for all registered Delaware LLCs regardless of profitability. Sales tax registration is not required for Delaware-based LLCs unless they maintain physical presence or nexus for tangible goods sales; Delaware itself has no sales tax, but if the LLC sells to other states, those states' sales tax registration may apply.

Payroll tax registration is mandatory once the LLC has employees. Employers must register with the Delaware Division of Revenue for income tax withholding and with the Delaware Department of Labor for unemployment insurance. Delaware's unemployment insurance rate varies based on employer experience and industry, typically ranging from 0.3% to 6.3% of payroll. The state's low unemployment insurance rate reflects favorable historical experience. Delaware's overall tax structure makes it ideal for single-member LLCs or multi-member ventures where the absence of state income tax offsets the annual franchise tax obligation. Many sophisticated business owners use Delaware formation combined with federal tax elections to optimize tax efficiency, though this should be discussed with a qualified CPA or tax attorney.

Frequently asked questions

Sources & verification

• Official: Delaware Secretary of State — business filings
• IRS — Limited Liability Company guidance

Last verified: pending. Fees can change between legislative sessions — the linked official source above is the canonical record.

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