Form an LLC in Delaware: Total Cost & Filing Steps (2026)

Delaware LLC Cost: $90 Filing + $300 Franchise Tax (2026)

Forming an LLC in Delaware costs $90 to file the Certificate of Formation and $300/yr for the annual franchise tax (flat for LLCs, regardless of size). Plus a Delaware-resident registered agent service ($50-$200/yr), not optional unless you live in Delaware. Five-year cost: $1,290 + RA fees. Delaware's pitch is the Court of Chancery, a 200-year-old specialty court for business disputes, but the value is heavily weighted toward C-corps raising VC, not LLCs. For LLCs that won't raise institutional capital, Wyoming saves $1,200 over 5 years.

Reviewed by Soft Crown Editorial Team, fact-checked against primary government sources • Last updated 2026-05-02 • 5 primary government sources cited

TL;DR

Delaware LLCs file a Certificate of Formation with the Delaware Division of Corporations for $90, one of the lowest filing fees in the country. The catch is the $300 flat annual franchise tax, payable to the Division of Corporations by June 1 each year, and the requirement to maintain a Delaware-resident registered agent ($50-$200/yr from services like Harvard Business Services or Northwest Registered Agent). Delaware does not impose state income tax on LLCs that don't operate in Delaware, pass-through profits flow only to owners' home states. Delaware's reputation comes from the Court of Chancery, a 200-year body of corporate law that institutional investors prefer for C-corps. For LLCs that won't raise VC, the Court of Chancery's value is largely theoretical.

Delaware LLC cost breakdown (2026)

All figures verified 2026-05-02 from primary Delaware state sources.

Why Delaware is a default for VC-backed companies

Delaware's pitch to founders is the Court of Chancery, the country's premier business-dispute court. The Chancery has been around since 1792 (longer than most state legal systems entirely). It hears business cases without juries, judges with deep corporate-law expertise rule on shareholder disputes, M&A, and fiduciary-duty claims. The accumulated 200-year body of Delaware corporate-law precedent is what institutional VCs care about: it makes outcomes predictable in the rare cases that go to court.

This matters for C-corps raising institutional capital. Roughly 80% of US IPOs and 65% of Fortune 500 companies are Delaware corporations. VCs building portfolios across Delaware C-corps benefit from a single legal framework with predictable outcomes.

For LLCs, the value is dramatically smaller. LLCs aren't the typical VC-target structure (VCs prefer C-corps for tax pass-through to their LP investors). And LLCs that won't raise institutional capital rarely litigate the kind of complex shareholder disputes the Chancery specializes in.

The math for non-VC LLCs:

• Delaware: $90 + ($300 × 5 years) + ($125 RA × 5 years) = $2,215 over 5 years
• Wyoming: $100 + ($60 × 5 years) + ($125 RA × 5 years) = $1,025 over 5 years
• Delaware costs $1,190 more over 5 years, for which you get the Chancery's services if you ever need them.

If you're VC-track or anticipate a Series A, Delaware is the default and the $1,190 premium is reasonable. Otherwise, Wyoming wins.

Filing steps (DIY, no service)

1. Pick a name, search availability via the Delaware DOC name search. Names must include "Limited Liability Company," "LLC," or "L.L.C."
2. Hire a Delaware registered agent, required by 6 Del. C. § 18-104. Must have a Delaware street address. Common services: Harvard Business Services ($50/yr), Northwest Registered Agent ($125/yr), Agents and Corporations ($75/yr).
3. File Certificate of Formation, $90 fee. File online via Delaware One Stop or by mail to Delaware Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901.
4. Get a federal EIN, free at irs.gov.
5. Draft an operating agreement, required by 6 Del. C. § 18-101(9), though it can be oral or implied by conduct. Free templates fine for single-member; attorney-drafted for multi-member or VC-track structures.
6. Open a business bank account, Delaware-located banks (M&T, WSFS) easiest. Out-of-state banks accept Delaware LLC documents but may require additional verification.
7. Foreign qualification in your home state, if you live and operate elsewhere, register the Delaware LLC as a foreign entity in your home state. Cost: $100-$750 + that state's annual report.
8. Pay annual franchise tax, $300, due June 1 each year. File via Delaware Division of Corporations Annual Tax page.
9. File FinCEN BOI report, within 30 days of formation. Free at fincen.gov/boi.
10. Maintain registered agent, annual RA service renewal.

Standard online filings are processed within 7-14 business days. Expedited tiers: 24-hour ($100), same-day ($200), 2-hour ($500), 1-hour ($1,000). Source: corp.delaware.gov fees page, verified 2026-05-02.

Page-unique facts

• The Delaware franchise tax is flat for LLCs. $300/yr regardless of revenue, assets, or member count. Different from Delaware C-corps, which pay franchise tax on a sliding scale up to $200,000/yr based on authorized shares.
• Delaware's Court of Chancery is the only Article III specialty business court in the US. Cases are bench-trial only; judges are appointed for 12-year terms with corporate-law expertise.
• 65% of Fortune 500 companies are Delaware entities. Source: Delaware Division of Corporations annual report.
• Delaware does not require member names on the public Certificate of Formation. Only the registered agent address and the organizer (often the RA service itself) appear publicly. Anonymity is comparable to Wyoming.
• Delaware LLCs are not subject to Delaware state income tax if they don't operate in Delaware. Pass-through profits flow to the owner's home state. This is why Delaware works for non-resident formations even at $300/yr.

FAQ

Why do startups choose Delaware?

Delaware's Court of Chancery has a 200-year body of corporate law precedent and judges (no juries) who specialize in business disputes. Institutional VCs typically require Delaware C-corps for institutional rounds because the Chancery's predictable corporate law makes valuation and exit modeling more reliable. For LLCs that won't raise institutional VC, Delaware's $300/yr franchise tax is rarely worth the premium over Wyoming's $60. Source: Delaware Court of Chancery.

Is the Delaware franchise tax flat for LLCs?

Yes, $300/yr regardless of size. Different from Delaware C-corps, which pay franchise tax on a sliding scale based on authorized shares (up to $200,000/yr). The flat LLC rate makes Delaware predictable but expensive vs Wyoming's $60. The $300 is due June 1 each year via corp.delaware.gov. Source: verified 2026-05-02.

Do I need a Delaware registered agent?

Yes, Delaware law (6 Del. C. § 18-104) requires every LLC to maintain a Delaware-resident registered agent. If you don't live in Delaware, you must hire a service. Budget options run $50/yr (Harvard Business Services), mid-tier $75-$125/yr (Northwest, Agents and Corporations), premium $200/yr+ (full-service with mail forwarding and compliance reminders). Source: corp.delaware.gov RA list.

Can I form a Delaware LLC if I don't live in Delaware?

Yes. Delaware does not require members or organizers to be Delaware residents. Many non-resident formations happen each year, Delaware is the second-most-popular state for non-resident LLC formations after Wyoming. The only requirement: a Delaware-resident registered agent. Note that operating in your home state still triggers home-state nexus and tax obligations regardless of Delaware formation.

What does the Court of Chancery actually do for an LLC owner who never sues?

For most solo LLC owners, almost nothing, and that's the honest answer that aggregator sites won't give. The Chancery's value compounds in two scenarios: (1) member-vs-member disputes in multi-member LLCs (e.g., one member alleging the manager breached fiduciary duty), and (2) sophisticated investors evaluating your entity for an acquisition or capital event, who place a real but soft-dollar value on Delaware's predictable case law. If you're a single-member operating LLC with no investor pipeline, the Chancery is paying for an insurance product you'll likely never claim. The American Bar Association Section of Business Law maintains comparison materials on state LLC governance frameworks.

Why does Delaware have so many entities relative to its population?

Delaware has fewer than 1 million residents but is home to roughly 1.5 million registered LLCs and over 65% of Fortune 500 companies. The driver isn't the population, it's the combination of the Court of Chancery (1792-vintage, equity-only, business-specialist), the General Corporation Law's flexibility, the Division of Corporations' fast same-day processing tier, and a multi-decade self-reinforcing network effect: VCs are familiar with Delaware, so founders form there to make VC due diligence painless, so VCs continue requiring Delaware. The IRS treats Delaware entities identically to any other state for federal tax classification, see IRS Publication 3402.

State quirk: the Court of Chancery, separate equity court since 1792

Delaware is the only US state that still maintains a separate Court of Chancery, an equity-only court with no juries, descended directly from the English Court of Chancery and operating in Delaware continuously since 1792. Five Vice Chancellors and one Chancellor hear all corporate, LLC, and trust disputes; many decisions become national precedent because so much US business law passes through this single court. Delaware's Division of Corporations also offers a 1-hour expedite tier ($1,000), the fastest in the country, and processes more LLC filings annually (over 200,000) than the next three states combined despite Delaware's population of under 1 million. Cross-reference: SBA local assistance for Delaware.

Common mistake in Delaware

The most common Delaware LLC mistake is forming there for "tax savings" without VC plans. A non-Delaware resident running an operating business in (say) Texas pays Delaware $300/yr franchise tax + $125 RA service + Texas franchise registration + the Texas $300 formation fee equivalent for foreign qualification, three layers of cost, with zero Court of Chancery benefit because operating disputes happen in the founder's home state. Delaware pays back its premium only for VC-track C-corps or multi-member LLCs with sophisticated governance.

Sources

1. Delaware Division of Corporations Fees, last verified 2026-05-02
2. Delaware Division of Corporations Annual Franchise Tax, last verified 2026-05-02
3. Delaware Court of Chancery, last verified 2026-05-02
4. Delaware One Stop Filing System, last verified 2026-05-02
5. 6 Del. C. § 18-104 (Registered Agent), last verified 2026-05-02
6. IRS Publication 3402, Taxation of Limited Liability Companies, last verified 2026-05-02
7. American Bar Association Section of Business Law, last verified 2026-05-02

About the author

Aissam Baidi is the founder and researcher behind llcformationcost.com. He verifies Delaware LLC fees directly from corp.delaware.gov on a quarterly cycle. Connect on LinkedIn.

Not legal advice. Estimates based on publicly available data from each state's Secretary of State office. Consult a licensed attorney in your jurisdiction.

This is a syndicated post. Original article + interactive calculator: https://llcformationcost.com/delaware-llc-cost/