How to Start an LLC in Delaware (2026)

Full transcript

0:00 The short answer

Dan To start an LLC in Delaware, you file a Certificate of Formation with the Delaware Division of Corporations and pay the $110 filing fee.

Maya A hundred and ten dollars for the famous Delaware name. Where's the catch?

Dan The catch is a yearly bill. Delaware LLCs file no annual report, but every one pays an annual tax on June 1, and for 2026 that tax is $400.

Maya This is The Business Formation Podcast. Today, Delaware for 2026, in six steps, with what it all costs and the three best ways to have it filed for you. Let's begin with the name.

0:40 Step 1: Choose a name

Dan Delaware wants Limited Liability Company, L.L.C., or LLC in the name, and the name has to be distinguishable from every name already on record.

Maya How do I find out whether mine is free?

Dan The Division of Corporations runs a name search on its website. Check there before you pay anyone for anything.

Maya And if I like a name but I'm not ready to file?

Dan You can reserve it for 120 days. That costs $75.

1:10 Step 2: Name a registered agent

Maya Now the agent. Does Delaware let me do it myself?

Dan It does, which surprises people. The agent can be the LLC itself, if it keeps an office in Delaware, or a Delaware resident, or a business with an office in the state.

Maya So I just list my house?

Dan Only if you actually live there. The agent can't operate solely through a virtual office or mail forwarding, and whoever you list is generally expected to be at that office to accept papers.

Maya Most founders aren't in Delaware.

Dan Right, which is why most use a commercial agent. Whoever you pick, their details are public. If you change agents later, a certificate of amendment that changes only the agent costs $50.

1:55 Step 3: File the Certificate of Formation

Maya Okay, the filing itself.

Dan You complete the Certificate of Formation and either upload it through the Division of Corporations' document filing service or mail it in. The fee is $110.

Maya Is the form long?

Dan It's short. Really just the name and the registered agent, signed by an authorized person.

Maya I'm Maya, by the way, here with Dan.

Dan Glad you're here, Maya.

Maya Can I speed it up if I'm in a hurry?

Dan Yes, and Delaware sells speed in tiers. Next day runs from $50 to $100. Same day is $100 to $200. Two hours is $500, and one hour is $1,000.

Maya A thousand dollars for an hour!

Dan That's the top of the ladder. The cheaper tiers are there if a deadline is close.

2:44 Step 4: Write an operating agreement

Maya Is there anything to file for the operating agreement?

Dan No. Keep it with your records. There's no filing and no state fee.

Maya So why bother?

Dan Because Delaware is known for letting the agreement do the heavy lifting. Its LLC law gives owners a lot of freedom, and your own document is where you use it. Write down who owns what, how profits are split, who decides, and what happens when a member leaves.

Maya Even if I'm the only member?

Dan Yes.

3:13 Step 5: Get a free EIN

Maya Next, the tax ID.

Dan Apply with the IRS at IRS.gov. It's free, and you do it after the state files your Certificate.

Maya How fast?

Dan If the online application is approved, the number comes back right away. Keep the Social Security number or ITIN of the person in charge handy.

Maya What about that ownership report I keep hearing about?

Dan For U.S. companies, you can skip it. FinCEN no longer requires it.

3:42 Step 6: Pay the annual tax by June 1

Maya And this is the part that makes Delaware different.

Dan It is. Delaware doesn't ask LLCs for an annual report. It asks for a tax. The amount is $400, due June 1 every year, starting the year after you form.

Maya I thought it was $300.

Dan It was, before tax year 2026. The state raised it to $400 this year.

Maya Does the tax get smaller if I form in the fall?

Dan No. It isn't prorated. A company formed in December owes the same $400 on the next June 1 as one formed in January.

Maya What if I forget?

Dan There's a $200 penalty, and interest of 1.5% a month on the tax and the penalty. Leave it unpaid for three years, and the state cancels your certificate.

Maya Canceled, as in the LLC stops existing?

Dan The certificate is what makes it a company, so yes, that's the risk. A $400 bill that you ignore can turn into a much bigger problem.

Maya So pay it on time and move on.

Dan That's the whole strategy.

4:52 What it costs

Maya So what's the total to do it all myself?

Dan $110 to form. Then $400 every June 1, starting the year after. The EIN costs nothing. Add $75 if you reserve the name, or $50 if you swap agents later.

Maya And the agent fee on top?

Dan Yes, whatever your agent charges. That part isn't set by the state.

Maya So if I reserve the name and form right away, what's the first bill?

Dan $75 plus $110, which is $185. Then the tax is not due until the June 1 after you form.

Maya So the tax is the number to plan around.

Dan Exactly. In Delaware, the $110 is the small part of the picture.

5:37 A year-one checklist

Maya Give me an order of operations.

Dan Pick the name and the agent. If you need the name held, reserve it for 120 days. File the Certificate. Write the operating agreement. Get your EIN. Then put June 1 in your calendar.

Maya Which one catches people out?

Dan The tax. There's no report to prompt you, so if you don't mark the date yourself, the penalty gets there first.

6:02 The 3 best ways to file in Delaware

Maya And if I want someone to take care of all this?

Dan Here are the three best ways to file in Delaware. Number one, our pick, is Mainstay Filing, $199 a year plus the state fee. With the $110 state fee, checkout comes to $309.

Maya What's inside that?

Dan Your Certificate of Formation filed, your EIN application, and your registered agent every year. It renews at the same $199. And it reminds you before the June 1 tax.

Maya Does it pay the tax for me?

Dan No. The $400 goes to the state and it's yours to pay. Mainstay just makes sure the date doesn't sneak up on you, since Delaware sends no annual report to prompt you.

Maya Number two?

Dan DE Registered Agent.org. It prepares and files your Certificate for $199 plus the state fee, with your first year of registered agent service free, then $99 a year.

Maya And three?

Dan Delaware Registered Agent.ai. The same offer: $199 plus the state fee, a free first year of agent service, then $99 a year.

Maya How do I choose?

Dan Delaware has no annual report, so there's nothing for a service to file each year. If all you need is an agent, two and three cost less from year two, at $99. If you want the agent and the date reminder in one steady price, that's Mainstay.

7:32 Three years of service fees

Maya Give me a number over three years.

Dan Mainstay is $199 a year, so $597. The other two are $199 in year one, then $99 and $99, for $397.

Maya Two hundred dollars apart.

Dan Yes. And the $400 tax is identical with all three.

7:59 Recap

Maya One more pass, start to finish.

Dan Choose a name with LLC in it, name an agent with a Delaware office, file the Certificate of Formation for $110, write an operating agreement, get your free EIN, and pay the $400 tax every June 1.

Maya The links to all three services and every official source are in the show notes. Thanks for listening to The Business Formation Podcast, and good luck with your new Delaware LLC.