State guide · Delaware
Delaware: famous for a reason that probably isn't yours.
Delaware's reputation was built by public corporations and venture-backed startups using its Court of Chancery and investor familiarity. An LLC that operates in one other state gets none of that — it gets a $300 yearly tax, a Delaware registered agent bill, and a foreign registration back home. Sometimes Delaware is still right. This guide gives you the test.
DE-1Form the entity
- Engage a Delaware registered agent first — you cannot file without one; the agent's name and address go on the certificate.
- File the Certificate of Formation with the Division of Corporations, fee $110. Delaware asks for almost nothing else: no member names, no annual report, minimal public record.
- Operating agreement and EIN — the agreement is where Delaware LLC governance actually lives; write it properly.
DE-2Stay compliant
| Obligation | When | Notes |
|---|---|---|
| LLC annual tax | Jun 1, yearly | Flat $300 regardless of revenue. No annual report — the tax is the annual obligation, and late payment accrues penalties and interest and can void the LLC. |
| Registered agent | Continuous | Losing your agent without replacing it is the standard way Delaware LLCs fall into bad standing. |
DE-3The honest test
Delaware earns its keep if at least one is true: investors or a future acquirer expect a Delaware entity; you genuinely operate in several states and want a neutral home; or your counsel advises it for a specific governance reason. If none is true and your work is in Pennsylvania, compare the real ledgers: Delaware costs $300/year tax + agent fees, plus PA foreign registration and the PA annual report — against Pennsylvania formation at $125 once and a $7 annual report. Most one-state operators reading this page should form where they work.
Where this route hands off
Multi-state or investor-facing? RA Navigator for the agent desk across states. Operating in Pennsylvania? The home-state route with PA CROP is the cheaper, simpler ledger.
Continue to PA CROP Services →
Or RA Navigator for multi-state →
Guide content is general information, not legal advice. Fees and deadlines reflect state practice as of October 2026 — verify current figures with the Delaware Division of Corporations before filing. CXI is operated by PA Registered Office Services, LLC, 924 W 23rd St, Erie, PA 16502.