What we file
We prepare and submit your Certificate of Formation to the Delaware Division of Corporations, with our partner as your registered agent in Delaware. Before filing we search the Delaware register for your name; if it is taken we ask you for another before anything is submitted.
- Name search against the Delaware register
- Certificate of Formation filed, state fee paid at cost
- Registered agent in Delaware for 12 months, with mail scanned to your dashboard
- With Standard and Complete: EIN application, operating agreement and banking resolution
The name must be distinguishable on the Delaware register and contain LLC, L.L.C. or Limited Liability Company.
Every year after
Annual LLC tax. Delaware LLCs pay a flat $300 tax every year by June 1, starting the year after formation. There is no annual report to file for an LLC, only the tax.
A late payment adds a $200 penalty plus monthly interest, and an LLC that stays unpaid can lose good standing.
Separately from the state, a foreign-owned single-member LLC files IRS Form 5472 every year, even with no income.
Processing time
Standard processing usually takes several business days, longer at busy times of year. Delaware sells paid priority options, from 24-hour up to same-day and one-hour service. Our Complete package uses priority handling where it helps.
Privacy
The Certificate of Formation lists the registered agent. Members and managers are not named in the public filing.
Whatever the state publishes, your bank, the IRS and your registered agent always know who owns the company.
State tax
No Delaware income tax for an LLC that does no business in Delaware. The $300 yearly tax applies regardless.
General information, not tax advice. Where you live decides most of your tax position; speak to a tax adviser in your country.
For a founder outside the US
Works well
- The state US investors and their lawyers know best
- Its business court and case law are well developed
- Owners are not named in the public record
- Paid expedite available
Watch out for
- $300 every year, five times the Wyoming fee
- Investors who want to buy shares usually want a C corporation, not an LLC, so the Delaware advantage is smaller for LLCs