Forming an LLC in
Delaware DE
Checked November 4, 2026 · How we score
Filing fee
$110
Articles of Organization
Annual fee
$400
per year, normalised
State income tax
6.6%
top rate
Cost rank
#47
of 51, first-year fees
Delaware LLC costs
| Filing fee | $110 |
|---|---|
| Annual report / franchise fee | $400 Annual LLC tax: $400 from tax year 2026 (was $300), due June 1; no annual report. Late payment adds a $200 penalty plus 1.5% monthly interest. |
| First-year state fees | $510 |
| Registered agent | Required (about $50–$300/year if you don't use your own address in the state) |
| Newspaper publication | No |
| Anonymous ownership | Yes |
| Processing time | 1 day |
Delaware taxes for LLCs
| Personal income tax (top) | 6.6% Graduated up to 6.6%. Only applies to Delaware residents and Delaware-source income; an LLC with no Delaware operations pays no state income tax. |
|---|---|
| Corporate income tax | 8.7% 8.7% on Delaware-sourced income for C-corps; corporations with no Delaware operations (e.g. holding companies) are exempt from the income tax. |
| State sales tax | 0% |
| Franchise / gross receipts | No sales tax. C-corporations pay franchise tax (minimum $175 under authorized shares, $400 under assumed par value capital); LLCs pay the flat annual tax instead. |
A single-member LLC is a disregarded entity: profit flows to the owner's personal return. Federal income tax applies in every state. Non-US owners without US-source business income generally owe no US income tax but must file Form 5472 with a pro-forma 1120 each year.
Pros and cons
Why form in Delaware
- Standard for venture-backed startups
- Member names are not on the public record
- Chancery Court and the most developed business law
Watch out for
- $400 annual LLC tax is high for a no-activity company
- Must still register as a foreign LLC (and pay) where you actually operate
Best for: Startups raising venture capital (Delaware C-corp) · Founders who want privacy and strong case law · Holding companies and joint ventures
Delaware LLC: common questions
How much does an LLC cost in Delaware?
Filing the Certificate of Formation in Delaware costs $110. After that, every LLC pays a flat annual LLC tax of $400 (raised from $300 for tax year 2026), due June 1. You also need a Delaware registered agent, typically $50–$300 a year.
Do I need a registered agent in Delaware?
Yes. Delaware requires every LLC to keep a registered agent with a physical street address in the state to accept legal and tax notices. You can act as your own agent if you live there, but non-residents and owners who want privacy usually pay a commercial agent, typically $50–$300 a year.
Can a non-US resident form an LLC in Delaware?
Yes. Delaware does not require US citizenship, residency or an SSN to own an LLC; you need a Delaware registered agent address and then an EIN from the IRS (by fax or mail with Form SS-4 if you have no SSN). A foreign-owned single-member LLC must also file Form 5472 with the IRS every year, even with no US income. Delaware does not list members or managers in its public formation documents. US-formed LLCs are exempt from FinCEN beneficial ownership (BOI) reporting after the March 2025 interim rule; only entities formed under foreign law and registered in the US must still report.
Does Delaware have a state income tax?
Yes. Graduated up to 6.6%. Only applies to Delaware residents and Delaware-source income; an LLC with no Delaware operations pays no state income tax. LLC profits normally pass through to the owners' personal returns. Corporate income tax: 8.7% on Delaware-sourced income for C-corps; corporations with no Delaware operations (e.g. holding companies) are exempt from the income tax.
Why do startups choose Delaware?
Venture capital investors and their lawyers generally require a Delaware C-corporation because of its predictable case law, the Court of Chancery, and standard documents. If you are not raising institutional money, a Wyoming or home-state LLC is usually cheaper.
Sources
Delaware Secretary of State business filings
- Delaware Secretary of State / business filing office
- Delaware Division of Corporations – LLC/LP/GP annual tax
- Tax Foundation – 2026 state income tax rates
- LLC University – LLC filing and annual fees by state (cross-check)
Compare Delaware
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Not tax or legal advice. Rates and rules change; we check official sources and update every page, but verify with a licensed adviser in the country before acting. Spotted something out of date? Use the correction form below.