- The certificate of formation needs only three things
- Delaware LLC fees in the statute, as of October 2026
- The $400 annual tax every Delaware LLC owes
- What happens if you miss June 1
- Foreign LLCs and Delaware's other filings
- Watch out for official-looking tax letters
- How Delaware's LLC tax compares with its corporations
- Delaware LLC verdict
- Frequently asked questions
A Delaware LLC is formed by filing a certificate of formation with the Delaware Secretary of State. Under section 18-1105 of the Delaware LLC Act, the statutory filing fee is $70, and under section 18-1107 every Delaware LLC then pays an annual tax of $400, due on June 1 each year, as of October 2026.
Plenty of owners form in Delaware even when they don't live there. The filing itself is short. What trips owners up is the yearly tax, which arrives whether or not the company did anything, and the penalty that's added the day after it's due. Here's what the Delaware Code says.
The certificate of formation needs only three things
Section 18-201 is a very short formation rule. The certificate of formation must set out:
- The name of the LLC.
- The address of the registered office and the name and address of the registered agent in Delaware.
- Any other matters the members choose to include.
That's it. You don't list members or managers on the public filing, which suits owners who value privacy. The LLC exists from the moment the certificate is filed, or from a later date you set in it. Everything else about how the company runs goes in your operating agreement, which stays private.
Delaware LLC fees in the statute, as of October 2026
| Item | Fee | Where it's set |
|---|---|---|
| Certificate of formation | $70 | Section 18-1105(a)(3) |
| Name reservation | $75 | Section 18-1105(a)(1) |
| Certificate of good standing | $50 | Section 18-1105(a)(10) |
| Certified copy of a filed paper | $50 per copy, plus $2.00 per page | Section 18-1105(a)(4) |
| Certificate of revival | $180 | Section 18-1105(a)(3) |
| Preclearance of a document | $350 | Section 18-1105(a)(8) |
| Same-day service | up to $500 extra | Section 18-1105(b) |
| 24-hour service | up to $300 extra | Section 18-1105(b) |
The statute fee isn't always the number you'll see at checkout. Section 18-1105 lets the Secretary of State charge extra for same-day and 24-hour handling, and online certificates can cost up to $175. If a quote looks higher than $70, check whether expedited service has been added.
The $400 annual tax every Delaware LLC owes
Section 18-1107(b) says every domestic LLC, and every foreign LLC registered to do business in Delaware, pays an annual tax of $400, as of October 2026. Each registered series of a series LLC pays $100 on top.
The tax is due on June 1 following the close of each calendar year. The Secretary of State mails an annual statement at least 60 days before June 1, but it goes to your registered agent, not to you. If your agent doesn't pass it on, you won't see it. That's why many owners diary June 1 themselves rather than waiting for the post.
What happens if you miss June 1
Section 18-1107(e) adds a $200 penalty to the tax if it isn't paid on or before June 1, as of October 2026. The unpaid tax also carries interest at 1.5% a month, or part of a month, until it's cleared. Leave it for 3 years and section 18-1108 cancels the LLC's certificate of formation outright, effective on the third anniversary of the missed due date.
If you're closing the company, the full year's tax for the year the cancellation takes effect has to be paid before the certificate of cancellation is filed. You can't cancel in May to dodge that June's bill.
Foreign LLCs and Delaware's other filings
If your LLC was formed in another state and you register it to do business in Delaware, section 18-1105(a)(6) sets the registration fee at $200, as of October 2026, and the same $400 annual tax applies under section 18-1107(b). A certificate of cancellation for a foreign LLC is also $200. Changing only your registered office or agent has its own reduced filing in the statute, so ask your agent which form they'll use before paying the general $200 rate for other filings.
Founders who run more than one business may also want the New Jersey LLC guide.
Watch out for official-looking tax letters
The Division of Corporations runs a standing consumer alert about tax and annual report scams. It tells Delaware entities to treat any letter or email with suspicion if it doesn't come directly from the State or from the entity's own Delaware registered agent. Pay only through the Division's own online service or your agent, and if you've already paid a solicitor, the Division asks you to file a complaint with the Attorney General's Consumer Protection Unit.
Want AI doing the heavy lifting in your marketing?
I build the systems that handle the boring 80 percent, so you get your week back. Done properly, with the human kept in.
Another state filing worth knowing about is covered in the Arkansas LLC guide.
How Delaware's LLC tax compares with its corporations
The Division of Corporations' tax page shows how different the corporate side is. Delaware corporations file an annual report by March 1, and the minimum franchise tax under the Authorized Shares Method is $175, as of October 2026, rising to $200,000 for most large companies. A late corporate report attracts a $200 penalty plus 1.5% interest a month. The LLC's flat $400 is simpler to plan for. Our Delaware franchise tax guide walks through the corporate methods if you're weighing both.
Delaware LLC verdict
A Delaware LLC is quick to form and light on public detail, which is why it's popular. Just don't treat the $70 filing as the full cost. Budget $400 a year in tax as of October 2026, put June 1 in your calendar, and keep a registered agent who'll forward the annual statement. If you'll run the business somewhere else, read our guide to registering as a foreign LLC, because you may need to file in your home state too.
Frequently asked questions
How much does it cost to form a Delaware LLC?
The statutory fee for a certificate of formation is $70 under section 18-1105(a)(3), as of October 2026. Expedited handling can add up to $500 for same-day service or up to $300 for 24-hour service.
How much is the Delaware LLC annual tax?
It's $400 a year under section 18-1107(b), as of October 2026, plus $100 for each registered series of a series LLC.
When is the Delaware LLC tax due?
On June 1 following the close of each calendar year. The state mails the annual statement to your registered agent at least 60 days before.
What's the penalty for paying the Delaware LLC tax late?
A $200 penalty is added, as of October 2026, and the unpaid tax carries interest at 1.5% for each month or part of a month.
What happens if a Delaware LLC never pays its annual tax?
Under section 18-1108, the certificate of formation is canceled if the tax isn't paid for 3 years from its due date, effective on the third anniversary of that date.
Does a Delaware certificate of formation list the members?
No. Section 18-201 only asks for the name, the registered office and agent, and anything else the members decide to include.
