Delaware LLC formation requirements

Why form an LLC in Delaware?

Delaware has a reputation for being corporate-friendly and business-oriented. It provides a number of benefits for larger businesses, including an efficient, flexible, and highly regarded corporate court system. Delaware also does not have sales tax, personal property tax, investment income tax, or inheritance tax. Franchise tax, however, does apply in the state.

Delaware LLC member/manager information

The following are Delaware’s requirements for the members/managers of LLCs:

• Minimum number. LLCs must have one or more members. (A member is the term used to describe the owner of an LLC.) An LLC may also have one or more managers, who are authorized to manage daily operations. An LLC can be “member-managed” (managed by the owners), or it can be “manager-managed” (managed by those appointed to make business decisions for the LLC).
• Residence requirements. Delaware does not have a provision specifying where members/managers must reside.
• Age requirements. Delaware does not have age requirements.
• Inclusion in the Certificate of Formation. Member/manager names and addresses are not required to be listed in the Certificate of Formation.

Requirements for the Delaware Certificate of Formation

The document required to form an LLC in Delaware is called the Certificate of Formation. The information required in the formation document varies by state. Delaware's requirements include:

• Registered agent. Every Delaware LLC must have and maintain a registered office and a registered agent having a business office identical to the registered office. The Certificate of Formation requires the name of the initial registered agent and the address of the initial registered office. The registered agent must have a physical address (no post office boxes) in Delaware. The registered agent's business office must be generally open at sufficiently frequent times to accept service of process and otherwise perform the functions of a registered agent.

Can you form a PLLC in Delaware?

Delaware does not have specific provisions authorizing an entity called the professional limited liability company (PLLC). But professionals can choose to operate their business as a regular LLC.

Other filings required at time of incorporation

Delaware does not have an initial report or publication requirement for LLCs.

Does Delaware require an LLC to have an operating agreement?

Delaware LLCs are not required to file an operating agreement with the state. However, this document is useful in that it can override some of the state’s default provisions for an LLC, such as how the LLC will be managed or financial rights of LLC members (owners) will be allocated.

View a sample Delaware operating agreement.

Delaware LLC taxes and fees

• Annual report and franchise tax. Delaware requires LLCs to pay an annual tax of $300 due on or before June 1. There is no annual report requirement for LLCs in Delaware.
• State business license. The annual fee for a Delaware general business license varies, but the rate is generally $75 for the first location. Delaware businesses also have the option of buying a three-year business license.
• Taxes. For complete details on state taxes for Delaware LLCs, visit our Toolkit site or http://revenue.delaware.gov.
• State tax identification number. Delaware does not require a state tax identification number.

Additional Delaware information

View the following additional resources BizFilings has for forming and maintaining companies in Delaware:

• Delaware Corporation Formation
• Why incorporate in Delaware, Nevada, or Wyoming?