5 Best Delaware LLC Services

Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

Delaware LLC Fast Facts

• LLC Formation Speed: 10-15 days (24-hour processing available for an extra $50)
• Cost to File a DE LLC: $90, plus the service’s fee if you use one
• How to File Your Articles of Organization: By mail
• Annual Reports: Not required, but an annual franchise tax payment is
• State General Business License: Required, along with registrations with the Division of Revenue, Division of Unemployment Insurance, and Office of Workers’ Compensation
• PLLCs: Not an option in DE

What Is A Delaware LLC?

LLCs are formal legal entities that are typically taxed similarly to sole proprietorships and general partnerships, in that the owners include any company profits or losses into their personal returns — the LLC itself does not owe income taxes.

An LLC may also elect to be taxed like a corporation, although this is not a very common option.

There are similarities to corporations too, especially when it comes to financial responsibilities. In an LLC, the owners or members are not usually personally accountable for the financial status of the business. This means that if someone sues your LLC, your personal assets are not at risk.

While Delaware does not legally require LLCs to create an operating agreement, it’s still strongly recommended. This document can help clear up any disagreements between your owners, and it’s also just generally convenient to have a roadmap of your LLC’s operational aspects.

The state of Delaware provides some distinct advantages over other states when it comes to the formation of LLCs, starting with the fact that very little information is required to form one.

This goes hand-in-hand with the state’s policy of allowing LLC owners to remain anonymous. All you need to operate a compliant LLC in Delaware is a designated contact person for your person, as well as a registered agent located in the state.

In addition, Delaware has a separate court system (called the Chancery Court) that specifically hears business matters. This means the state has a more established body of case law and precedent for LLCs than most states do, and business lawsuits typically proceed quickly.

Finally, Delaware allows entrepreneurs to form series LLCs. In fact, we have an entire guide on how to form a series LLC in this state. The series LLC is a group of LLCs that fall under the umbrella of one parent LLC.

The big advantage of series LLCs is that each LLC in the series is shielded from the liability of each other LLC, and you only need to form one entity instead of several separate LLCs or a corporation with subsidiaries.

The Total Cost of Forming and Maintaining an LLC in Delaware

In addition to the costs of a business formation service or hiring an attorney (which are optional, as we’ve discussed), there are quite a few other required and optional expenses when forming and maintaining a Delaware business. You cannot form an LLC in Delaware without filing the Certificate of Formation, the document that officially registers your business within the state. This filing costs $90 to submit.

Next, you’ll have to apply for a Delaware State Business License, which is required for all businesses operating in the state. The application costs $75 for your first location and $25 for each additional location, and you will need to renew it on a regular basis.

Another annual expense is the Annual Franchise Tax, which acts a lot like the annual report from other states. This is one of the biggest expenses you’ll pay in Delaware. For LLCs (at least those taxed as pass-through entities), it’s the only annual tax since Delaware does not have an income tax. LLCs taxed as corporations will be subject to the state’s corporate income tax of 8.7%. And no matter what your taxation structure is, you’ll have to pay federal taxes, along with several others.

For instance, if you have employees, you’ll pay unemployment insurance tax. If you sell goods or services, you’ll pay sales and use tax. Depending on the nature of your business, there could be other taxes required, so check with the Delaware Department of Revenue to make sure.

Other than that, the other potential expenses only apply to certain businesses. These include things like professional or industry-specific business licenses and business insurance.

Pros and Cons of Creating a Limited Liability Company

An LLC is one of the most popular entity types nationwide. But it isn’t the right type for everyone.

Only you can pick which entity type best fits you and your business; after all, you understand your business idea better than anyone. You have a clear vision for your products and services, both present and future.

To truly determine whether an LLC is right for you, it’s helpful to consider the advantages and disadvantages of LLCs.

Pros

• Easier to form and maintain than a corporation
• Personal asset protection
• Flexible taxation structure; can pay as a partnership or a corporation
• Business name is protected for exclusive use within state boundaries

Cons

• No authority to issue stock, so opportunities to raise capital are limited
• Fees are higher than partnerships or sole proprietorships
• Requires more paperwork than some entrepreneurs are comfortable with

Should You Form a Delaware LLC or Corporation?

Common characteristics

There are some common aspects of the LLC and the corporation, starting with the personal asset protection they both provide. Also known as limited liability, this personal asset protection ensures that if your business is sued, only the business assets are at risk. Meanwhile, your personal assets — like your house, car, personal bank accounts, investments, etc. — are protected by your LLC or corporation’s business structure.

In addition, LLCs and corporations both provide their owners with business name exclusivity. If you own and operate a sole proprietorship or general partnership, you will not have exclusive rights to your business name. Instead, if another company decides to use your name as its own, you won’t be able to stop them. In fact, they could even register your business name and gain exclusive rights to it, forcing you to come up with a new one.

Advantages of the LLC

In general, an LLC is quicker and easier to form than a corporation. LLCs usually need to provide less information for their formation documents than corporations do, and there are fewer steps in the process as well. For instance, LLCs don’t need to draft corporate bylaws, name officers or board members, hold initial board meetings, or issue stock. On the other hand, corporations need to do all of these things and more.

The LLC is also a less rigid business structure that allows its owners greater flexibility. The business structure of a corporation is inflexible, with many regulations dictating how the business should look and function. Meanwhile, LLCs have options for business management structure and ownership responsibilities that corporations simply don’t have.

Another even more valuable option LLCs have is that they can choose how they want to be taxed. Most LLCs are taxed as pass-through entities, which means the business itself does not pay taxes, but the profits are passed through the LLC itself to its owners, who pay taxes on this money on their personal returns. However, LLCs can also opt to be taxed like corporations (either as a C corporation or an S corporation), giving them more options for taxation than a corporation has.

Advantages of the corporation

Corporations have some advantages too, like the ability to sell stock. It’s quite difficult for an LLC to attract outside investments because it cannot issue stock. The vast majority of investors prefer stock as their investment medium, and it’s also very rare to see venture capitalists investing in LLCs. For these reasons, the corporation is a much better option for businesses looking to attract investments.

In addition, the corporation has been around for hundreds of years, while the LLC is a newer addition to the American business landscape. This means that the corporation has more established legalities and also that it’s easier to expand into other states because the corporation’s structure is essentially the same no matter where you form it.

How to Set Up a Delaware LLC on Your Own

Technically speaking, you don’t have to use an LLC formation service like ZenBusiness or LegalZoom. These services are incredibly helpful, but you can save money by completing the process yourself.

You can read our complete guide to DIY an LLC setup in Delaware, but here’s a quick look at the process:

Choose a business name

Every LLC in Delaware needs a name that’s memorable and gives potential clients a good idea of what goods or services are available. The name also needs to be unique — both for legal reasons and so your business stands out from the competition.

Appoint a DE registered agent

As we’ve mentioned in this guide, every LLC needs an agent who can accept service of process on your behalf. In all states, you can act as your own registered agent as long as you have a physical address in the state. That said, we generally recommend that you appoint someone else (like an online service) to act as your agent.

File the Certificate of Formation

This document, once filled out and filed, officially forms your business in the state of Delaware. You’ll need to provide some important information, including your contact information, your business address, signatures for your LLC’s members, and more. Delaware has a $90 filing fee.

Setting up the LLC is as easy as 1-2-3; it’s the maintenance requirements that are a bit more complicated:

Register for and pay taxes

If you have employees, you’ll need to get an Employer Identification Number from the IRS. Then there are state-specific taxes, too. On the whole, Delaware is a very tax-friendly state; there are no state income taxes. However, LLCs will need to make an annual franchise tax payment of $300. Delaware also maintains a gross receipts tax instead of a sales tax. It caps out at 2% of your total receipts for services rendered in the state. Find out more about these and other miscellaneous taxes at the Delaware Division of Revenue.

Get licenses and permits

Delaware requires a general business license, registration with several state offices, and industry licenses for certain professions. Get started at Delaware OneStop.

Create an operating agreement

Even single-member LLCs should create a “master document” that sets out how the business will operate, both now and in the future.

Obtain business insurance

Every business with employees needs to maintain workers’ compensation insurance and a commercial vehicle policy for company-owned vehicles. You may also want to get a general business liability policy, too.

Get a business bank account

You should sign up for a business bank account so you can write checks and make purchases in the name of the business instead of pulling from your personal accounts (a legal no-no).

This is just the tip of the iceberg, though. For more detailed guidance, we recommend contacting an attorney or checking out the full Delaware LLC Formation Guide.