Get the fastest Delaware LLC formation online with worry-free services and support to start your business
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If you’re thinking of starting a new business in Delaware, you might not be sure where to begin. Forming a Delaware limited liability company (LLC) is straightforward and affordable. With an understanding of Delaware’s LLC requirements, you can launch your new company.
This comprehensive toolkit will show you what you need to do to create a new LLC in Delaware. As well as how our services can take the stress out of the process.
Once you’ve formed your new Delaware LLC, you’ll be able to focus on growing your company. This guide simplifies LLC formation in Delaware so you can start your business as quickly as possible.
In Delaware, forming an LLC requires registering your new company with the Delaware Division of Corporations. Including filing a Certificate of Formation. In your Certificate of Formation, you’ll need to select a Delaware registered agent. Your agent will communicate with the state of Delaware on your behalf.
After you file the required paperwork, you’ll still have some other boxes to check. Ensuring your company starts on the right foot. For example, you’ll likely want to draft an operating agreement and register your company with the IRS.
Let’s begin forming an LLC in Delaware. Below, we’ll break everything down into five steps.
Choosing a name is the first step on your LLC formation journey. Selecting the perfect business name is more than just branding — you’ll also need to follow specific legal requirements. For example, you’ll have to distinguish your company from other Delaware businesses.
You will need to include some version of “LLC,” “Limited Liability Company,” or “L.L.C.” at the end of your business’s name.
To learn how to see if the LLC name you want is available, visit our Delaware Business Entity Search page. Once you select a name, consider reserving it so that nobody else takes it before you form your business.
To do this, you can use our business name reservation service. We’ll complete an Application for Reservation of Limited Liability Company Name for you. This will save your chosen name for 120 days. Within that window, you’ll have enough time to file your Certificate of Formation.
When you’re coming up with an LLC name, it’s wise to consider whether you can secure a matching domain name. This way your future companies website can be easily found online. We have a tool to help you do a preliminary domain name search. You can use our domain name registration service to help you get the online name that will best serve your company.
Something else you’ll want to think about when it comes to your LLC name is whether you want a DBA in Delaware. A DBA or “Doing Business As” is a fictitious business name. You can operate if your LLC’s name doesn’t necessarily reflect your business’s purpose.
If you’re interested in a DBA, you’ll need to complete the Registration of Trade, Business, and Fictitious Name Certificate, which can be done by filling out the form online, printing it, and either mailing it in or delivering it yourself. You’ll need to have the form notarized.
There’s a small filing fee. Please note that you’ll need to fill out a form that needs to be included for each county where you plan to do business.
It’s also a good idea to be checking the United States Patent and Trademark Office website to see whether your company name or logo is trademarked at the federal level. At the state level, you can register your trademark by filing the State of Delaware Application for Registration of Trademark or Service Mark with a payment for the fee.
All forms can be mailed to:
Delaware Division of Corporations
401 Federal Street, Suite 4
Dover, DE 19901
Like other states, Delaware requires new LLCs to designate a registered agent as part of the business formation process. A Delaware registered agent’s primary purpose is to receive official correspondence from the Delaware Division of Corporations as well as legal documents on behalf of your business.
Your limited liability companies agent can be a person or business entity, but they must have a registered physical office address in the state of Delaware — not a P.O. box.
Many owners think they should serve in this position for their company and use their business’s primary location as the registered office address. However, this approach can lead to unintended consequences, such as a process server showing up with court papers at your office and in front of clients.
Among other things, such as ensuring you remain in good standing with the state, working with a designated service enables you to keep your primary office outside the state of Delaware. If your headquarters is in another state, you’ll need to work with a third party with a physical Delaware address.
Accordingly, many owners decide to hire an outside registered agent service like ours that can receive paperwork on the LLC’s behalf.
If you’ve already listed yourself as your business’s registered agent and want to start working with a professional service like ours instead, you’ll need to file a Certificate of Amendment with the Delaware Division of Corporations. There’s a fee for this amendment.
You’ll need to file your Certificate of Formation online (sometimes referred to as the Articles of Organization) with the Delaware Division of Corporations and pay a filing fee. Alternatively, you can fax or mail your paperwork.
Filing official government documents like this can be intimidating and/or complicated for many people, which is why we’re here. With our business formation plans, our professionals handle the filing for you to make sure it’s done correctly the first time.
The Delaware LLC Formation requires your business’s name and information regarding your registered agent, and it must be approved by the Delaware Secretary of State.
Required by Delaware law, you only need to file your Certification of Formation once. However, if you end up making any changes to your business’s name or your registered agent down the road, you’ll need to file an amendment and pay the requisite fee.
If you have us handle filing your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.
Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional. All your information included in a single dashboard experience.
Delaware doesn’t require new LLCs to have an operating agreement before doing business.
However, we strongly advise that owners draft and adopt an LLC operating agreement in Delaware, whether you’re operating alone or with other members (owners).
An operating agreement can allow you to:
You may be uncertain as to how to draft an operating agreement for your Delaware LLC. In that case, we offer a customizable template to help get you started.
After forming your new LLC officially with the Delaware Division of Corporations, you’ll likely need to register with the federal government and get an Employer Identification Number (EIN), also known as a Federal Tax Identification Number, from the Internal Revenue Service (IRS) for tax purposes.
An EIN is like a Social Security number for your business, permitting you to hire employees, apply for a business bank account, and pay taxes.
You can get your Delaware LLC’s EIN through the IRS website, by mail, or by fax, but if you’d just as soon avoid dealing with that particular government agency, we can get it for you. Our EIN service is quick and eliminates the hassle of having to deal with the Internal Revenue Service.
Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your company and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds.
Commingling funds not only makes your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (you may get sued not just your LLC’s assets, but also your personal assets).
We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your company to use the account, we have a banking resolution template to simplify the process.
For further help managing your new business’s finances, try the ZenBusiness Money App. It can help you create invoices, receive payments, transfer money, and maintain clients all in one place.
According to the Delaware Division of Corporations, regular processing usually takes at least 10 days.
However, you can choose a wide range of expedited processing options to get your documents approved in as little as one hour.
No, you do not need to file your LLC’s Operating Agreement with the state of Delaware. However, drafting one has a wealth of benefits, including legitimizing your business, preventing future disagreements, and customizing your LLC’s rules.
Most entrepreneurs elect pass-through taxation at the state and federal levels — owners pay state and federal taxes on the income they earn from the business, but the LLC does not pay taxes as an entity.
Some LLCs (particularly those with very high earnings) may choose to file taxes as corporations. This option has some distinct tax advantages, which you can learn more about here.
We suggest working with a professional who can explain the benefits and drawbacks of each tax regime.
Yes. Delaware permits the Series LLC structure, in which several separate LLCs operate under one overarching “umbrella” LLC entity. Individual LLCs (sometimes called “cells”) may have different members, assets, and liabilities.
If your LLC does business in Delaware, it is required to get a Delaware Business License. You can do this online (you’ll need to create an account) or by mail.
Depending on your location, you may need a separate business license from your town, city, or county.
Aside from general business licenses, there are many other licenses and permits your business may need.
These can be at the federal, state, and local levels and can be industry-specific, so you’ll need to do some research.
This list of Delaware-regulated industries can help you determine whether you’ll need any special permissions before starting operations.
Plus, if you have employees or collect taxes, you’ll have to register with the Delaware Division of Revenue. Businesses must also report new hires to Delaware’s State Directory of New Hire Reporting.
We recommend working with someone like ZenBusiness to ensure you have all the business licenses, permits, and insurance your LLC requires to remain in good standing.
If you decide to dissolve your business, you’ll need to file a Cert of Dissolution with the Delaware Division of Corporations.
The fee to file is $204.00 plus if the document is more than 1 page, an additional $9.00 per page.
Plus, you’ll need to pay off any business debts, sell off assets, and distribute any remaining profits or losses between the members.
A well-drafted Operating Agreement should describe the dissolution procedure in detail.
For more information, visit our Delaware business dissolution guide.
An LLC is a business entity, (for tax purposes a pass through entity) while S Corp is a tax filing. Learn more about the differences and compare Delaware LLCs vs. S Corps.