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A Delaware corporation or LLC is created by a single document filed with the Delaware Division of Corporations. A corporation exists from the filing of its certificate of incorporation (8 Del. C. §106); an LLC is formed when its certificate of formation is filed, or at a later time the certificate states (6 Del. C. §18-201). The bylaws and the LLC agreement stay with the company, and the Division keeps no list of stockholders or members. The founder need not live in Delaware or in the United States: the General Corporation Law lets anyone incorporate “without regard to” residence or domicile (§101). What Delaware does insist on is a registered agent inside the state. Federal steps such as the EIN, identical in every state, are covered on our page on company formation in the USA.
The Division also files limited partnerships and statutory trusts, but a Delaware company usually means one of these two:
| Point | Corporation (Inc, Corp) | LLC |
|---|---|---|
| Statute | General Corporation Law, 8 Del. C. chapter 1 | Limited Liability Company Act, 6 Del. C. chapter 18 |
| Document filed | Certificate of incorporation, signed by the incorporator | Certificate of formation, signed by an authorised person |
| Internal rules, never filed | Bylaws, board resolutions and the stock ledger | The LLC agreement, which may be written, oral or implied |
| Management | A board of one or more directors, each a natural person, and officers; one person may hold every office | The members, in proportion to their share of profits, unless the LLC agreement appoints managers |
| People named to the state | All directors and the signing officer, on each annual report | None required |
| Yearly duty to the Division | Annual report and franchise tax by 1 March | Annual tax by 1 June; no annual report |
| Delaware tax treatment | Taxed as a corporation | Follows its federal classification; a partnership by default |
Federal tax usually decides, as our USA page explains. Delaware adds two points: a corporation’s annual report naming its directors is open to inspection apart from its tax figures (§502), while an LLC files no names at all; and the LLC agreement may expand, restrict or remove the duties of members and managers, fiduciary duties included, though never the implied covenant of good faith and fair dealing (§18-1101).
Under §102(a) a certificate of incorporation states:
An LLC’s certificate of formation needs only its name, containing “Limited Liability Company”, “L.L.C.” or “LLC”, its registered office and its registered agent (§18-102, §18-201); members and managers need not appear. No notary is involved: for a corporation the incorporator’s signature alone counts as the acknowledgment, under penalty of perjury (§103(b)).
Choose the share figure with care, because it drives the franchise tax. The Division computes that tax by the authorised shares method or, if the corporation reports its issued shares and gross assets, by the assumed par value capital method, and the lesser applies. The first rises with every block of authorised shares, so a corporation authorising millions of shares will want the second.
Every Delaware corporation and LLC keeps a registered office in the state and a registered agent at that address (§131, §132; §18-104). The agent may be the company itself, a Delaware resident or a company authorised to do business there, with a physical street address in Delaware; the statute bars an agent from working solely through a virtual office or mail forwarding. An agent for more than 50 entities must also hold a Delaware business licence and keep an office staffed during business hours. The agent accepts court papers and the Division’s tax notices, verifies the identity of the company’s contacts, and holds the name of a natural person as each corporation’s communications contact (§132(d)). A director living outside Delaware is deemed to accept service through the agent in proceedings about the company or that director’s duties (10 Del. C. §3114), and so is an LLC manager (§18-109).
| Step | What it involves |
|---|---|
| 1. Entity | Corporation or LLC, and whether the company will also do business inside Delaware |
| 2. Name | Check availability online; a reservation for 120 days, renewable, is optional (§102(e), §18-103) and must give the applicant’s own address, not an agent’s or a virtual office |
| 3. Registered agent | Appoint an agent with a Delaware street address that has agreed to act |
| 4. Certificate | Complete and sign the certificate of incorporation or of formation |
| 5. Filing | Submit it through the Division’s Document Filing and Certificate Request service or by post, at regular or expedited processing |
| 6. Organisation | Corporation: the incorporator adopts bylaws and elects directors, possibly by written consent (§108), and the board appoints officers and issues stock. LLC: the members adopt the LLC agreement |
| 7. EIN | Form SS-4 to the IRS; from abroad by telephone, fax or post, as the online application is closed to applicants with no US residence or office |
| 8. Certificates | A certificate of good standing or certified copy of the filing, which some banks require, apostilled for use abroad |
| 9. Delaware licence | A Delaware business licence, only if the company conducts business in Delaware |
The online service submits documents; it does not file them instantly. How long processing takes is for the Division to say, and it publishes no standard time for regular work, which it says depends on the volume received. Its expedited services are one-hour processing for documents received by 9 p.m. Eastern time, two-hour by 7 p.m., same-day before 2 p.m. and next business day by 7 p.m., with the warning that its busy season and errors in a request can slow things down.
Delaware taxes every company it registers each year for its existence, whether or not it has started business:
| Point | Corporation | LLC |
|---|---|---|
| What is due | Annual franchise tax report and franchise tax, filed online | Annual tax; no report |
| Due date | On or before 1 March, for the previous year | On or before 1 June, for the previous year |
| What the filing discloses | Registered office and agent, nature of business, principal place of business, every director and the signing officer, authorised shares | Nothing beyond the payment |
| If it is missed | Penalty and interest; after a year in default the charter is void (§510) | Penalty and interest; loss of good standing, and cancellation after three years unpaid (§18-1107, §18-1108) |
Both are assessed for any year the company is active on the Division’s records and accrue until a certificate ending its existence is filed; the LLC tax is not prorated. Notices go to the registered agent, and the Division warns owners to distrust tax letters or emails that come neither from the state nor from their agent.
Corporations doing business in Delaware pay corporate income tax of 8.7% on federal taxable income allocated and apportioned to Delaware (30 Del. C. §1902; Division of Revenue). Exempt are a corporation that keeps its statutory office in Delaware but does no business there, and one whose Delaware activity is confined to managing intangible investments such as shares, bonds or patents (§1902(b)(6) and (8)). The Division of Revenue applies the second exemption to holding companies, on a ruling requested on Form CIT-EXM and with an annual information return on Form CIT-HIC. An LLC is taxed in Delaware as it is federally (§18-1107(a)), so a disregarded or partnership LLC pays no corporate income tax.
Delaware has no sales tax, but a company engaged in business in Delaware pays gross receipts tax as seller, at a rate set by its activity, and needs a Delaware business licence from the Division of Revenue, a different office from the Division of Corporations. Whether a company whose only presence is its registered agent needs one, the Division of Revenue decides through its nexus questionnaire. Trade names, or DBAs, are registered with the Division of Revenue through Delaware One Stop.
From abroad the procedure is the same, with practical differences. The registered agent is indispensable, since the company has no Delaware address of its own. A corporation’s annual report needs a real principal place of business, which may be abroad but may not be an agent’s address. The EIN cannot be requested online, and a single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 for each year with reportable transactions. Banking is where most conditions arise: see bank accounts for Delaware companies and our Delaware LLC guide for non-US residents. No beneficial ownership report goes to FinCEN, since companies formed in the United States have been outside that duty from March 2025, permanently from August 2026.
Speed is rarely the reason in Delaware, where the Division can process a new formation within an hour. What a new filing cannot give is an earlier date of incorporation. If a counterparty requires an entity formed before a certain date, a shelf company in Delaware is the route, with its tax and filing history to verify first; otherwise a new company with your own name and documents is the cleaner start. Our guide to off the shelf companies compares other jurisdictions.
We form new Delaware corporations and LLCs and also supply ready-made ones. We prepare the certificate, the bylaws or LLC agreement and the first resolutions, make the filings with the Division and the IRS, and help prepare the bank application; where we have a working contact at a suitable bank we make an introduction, and the bank alone decides. Every Delaware company must keep a registered agent under §132 of the General Corporation Law or §18-104 of the LLC Act, and we arrange one that meets those rules: the agent receives legal papers and the state’s notices and is named in the certificate, but holds no office in the company and no share in it. See also our Delaware hub.
Through the Division of Corporations’ Document Filing and Certificate Request service, which accepts the completed certificate of incorporation or formation electronically for processing at regular or expedited speed. You need the company name, a registered agent with a Delaware street address that has agreed to act and, for a corporation, the authorised shares and the incorporator’s details. Filing by post remains possible.
Yes. The General Corporation Law allows anyone to incorporate regardless of residence or domicile, and neither it nor the LLC Act requires directors, officers, members or managers to live in Delaware or the United States, so one person abroad can hold every role. The conditions are a registered agent in Delaware, natural persons as a corporation’s directors, and a responsible party for the EIN.
Only if the company conducts a trade or business in Delaware. The Division of Revenue requires a business licence of anyone doing business in the state, including entities located there that trade elsewhere, through Delaware One Stop. Forming the company with the Division of Corporations is a separate step that issues no licence, and a company unsure whether its activity creates enough presence can ask through the nexus questionnaire.
Delaware has no separate shell company form. A company without operations of its own, such as a holding company or one formed ahead of a project, is an ordinary corporation or LLC registered in the usual way. It still owes the annual report and franchise tax or the LLC annual tax, still files federal returns and still identifies its beneficial owners to any bank. A holding corporation may claim the exemption for managing intangible investments.
Yes. The Division gives every entity a file number, and its online entity search, by name or number, shows it with the incorporation or formation date, the registered agent and the entity type. The search does not show good standing, which needs a separate status search or an official certificate. The EIN is a different, federal number issued by the IRS, which the Division does not record.
The Division’s own answer is its corporate statute, which it calls the most advanced and flexible in the nation, and the Court of Chancery, a business court more than 225 years old that has written most modern US corporation case law. Add the LLC Act’s freedom of contract and no owners on the record. Delaware does not reduce federal tax, and a company trading in another state registers there.
Tell us whether you need a corporation or an LLC, who will own and run it and whether it will do business inside Delaware, and we will tell you what the registration involves. Contact us, or write to us on Telegram or WhatsApp at +48 663 247 166.