Delaware LLC Formation Guide

How To Start a Delaware LLC

Learn why Delaware is one of the most popular states for LLC formation, startups, online businesses, and holding companies.

Court of Chancery Investor-ready Non-resident friendly
Startup-friendly state
$110
Filing fee
$300
Franchise tax
0%
State sales tax
Why Delaware

Why Choose a Delaware LLC?

Delaware built its reputation on a mature court system, flexible business laws, and decades of investor familiarity.

Startup-friendly reputation

The default state for venture-backed startups and investor-ready entities.

Court of Chancery

A dedicated business court with judges (no juries) and deep corporate case law.

Investor familiarity

Most U.S. investors are used to reviewing Delaware entities and deal documents.

Flexible business laws

Delaware LLC Act is widely regarded as one of the most flexible in the country.

Holding company advantages

Popular structure for parent entities, IP holdcos, and multi-entity setups.

Privacy on public filings

Member and manager names are not required in the public Certificate of Formation.

Honest take

Delaware LLC Pros and Cons

What Delaware does well — and where it may not be the right fit.

Pros

  • Court of Chancery & deep business case law
  • Investor & VC-friendly reputation
  • Flexible Delaware LLC Act
  • No state income tax on out-of-state income
  • Privacy on public filings

Cons

  • Flat $300 annual franchise tax
  • You still need a Delaware registered agent
  • May still owe taxes where you actually operate
  • Foreign-qualification fees if you also operate in another state
Side by side

Delaware vs Wyoming LLC

Two of the most popular formation states — compared on what actually matters.

Factor
Delaware
Wyoming
Filing fee
$110
$100
Annual fee
$300 franchise tax
$60 annual report
State income tax (out-of-state)
0%
0%
Privacy on public filings
Strong
Strong
Asset protection
Strong
Very strong (charging order)
Best for startups & VCs
Best in class
Less common
Best for online businesses
Great
Great (lower fees)
Non-resident friendly
Yes
Yes
International founders

Delaware LLC for Non-U.S. Residents

You do not need to be a U.S. citizen or live in the U.S. to form a Delaware LLC.

Delaware is one of the most popular states for international founders launching a U.S. business — particularly for online businesses, SaaS, and ecommerce brands selling into the U.S. market.

You will need a Delaware registered agent, an EIN from the IRS, and a plan for U.S. banking (most non-residents use a fintech like Mercury or Relay alongside, or instead of, a traditional bank).

Forming a Delaware LLC does not erase your tax obligations in your home country. International founders often work with a CPA to handle Form 5472 / 1120 filings where applicable.

What non-residents need

  • Delaware registered agent
  • EIN from the IRS (no SSN required)
  • U.S. business bank or fintech account
  • Operating agreement
  • BOI reporting awareness (where applicable)
Step by step

How To Start a Delaware LLC

A clean 7-step path from name search to staying compliant.

  1. 1

    Choose your Delaware LLC name

    Pick a name with “LLC” or “Limited Liability Company.” Confirm availability with the Delaware Division of Corporations.

  2. 2

    Hire a Delaware registered agent

    Delaware requires every LLC to designate a registered agent with a physical Delaware address available during business hours.

  3. 3

    File the Certificate of Formation

    Submit your Certificate of Formation to the Delaware Division of Corporations. Filing fee is $110.

  4. 4

    Get an EIN

    Apply for a Federal Employer Identification Number from the IRS — required to open a U.S. business bank account.

  5. 5

    Create an operating agreement

    Not filed with the state, but strongly recommended — it defines ownership, voting, and what happens if a member exits.

  6. 6

    Open a business bank account

    Most U.S. banks (and non-resident-friendly fintechs) require your formation docs, EIN, and operating agreement.

  7. 7

    Stay compliant

    Pay your $300 Delaware franchise tax each year and keep your registered agent active to stay in good standing.

Registered agent

Delaware Registered Agent — What You Need to Know

Every Delaware LLC is required by law to designate a registered agent.

A Delaware registered agent is the official point of contact for your LLC. They must have a physical Delaware street address (no P.O. boxes) and be available during normal business hours to accept service of process and state mail.

Using a commercial registered agent — instead of your home address — can help keep your personal address off of the public record and ensure legal mail is handled professionally.

A good registered agent will also forward state notices, franchise tax reminders, and compliance documents so you never miss a deadline.

Why it matters

  • Required to form & maintain your LLC
  • Keeps your home address off public filings
  • Reliable handling of legal mail
  • Franchise tax & compliance reminders
  • Professional Delaware street address
Best for

Who Is a Delaware LLC Best For?

The most common founder profiles that pick Delaware.

Startups & founders
Holding companies
Online & SaaS businesses
Non-U.S. residents
E-commerce brands
Multi-entity structures
FAQ

Delaware LLC — Common Questions

The questions most founders ask before forming a Delaware LLC.

Ready To Start Your Delaware LLC?

Use the guided setup flow to form your Delaware LLC and choose the right registered agent.

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Information here is general and not legal or tax advice.