Delaware: Domestic LLC Formation Filing Requirements

Requirements one by one

Governing law and filing record

Delaware forms an ordinary domestic LLC under the Delaware Limited Liability
Company Act by filing a Certificate of Formation under 6 Del. C. § 18-201.
The Division of Corporations' current form contains only the statutory basics.

Organizer and signature

One or more authorized persons execute the certificate. The Act imposes no
condition that the signer become a member. Under § 18-204, an agent or attorney-
in-fact may sign; authorization need not be written, sworn, acknowledged, or
filed, though a written authorization must be retained by the LLC.

Execution is an oath or affirmation under the penalties of third-degree
perjury that the facts will be true when the certificate becomes effective.
The Division form requests the authorized person's legible printed name beneath
the signature.

Required entity and purpose terms

The certificate states a compliant name using “Limited Liability Company,”
“L.L.C.,” or “LLC.” It does not require a purpose or duration clause. Section
18-201 separately says an LLC agreement must exist before, at, or after filing,
but the agreement is not part of the certificate.

Addresses and service fields

The certificate gives the Delaware registered-office street address and the
registered agent's name and address. Under § 18-104, the agent's business office
is identical with the registered office. The minimal certificate requests no
principal office, mailing address, organizer address, or member address.

Management and owner disclosure

Delaware's ordinary certificate has no member-versus-manager election and no
manager, member, owner, control-person, or ownership-percentage disclosure.
Those internal matters do not become public merely because the LLC is formed.

Optional and restricted provisions

Section 18-201 allows the members to include other matters. The current Division
form says it contains the basic statutory information and instructs a filer who
wants additional permitted matter to draft a custom document.

Filing method, fee, and attachments

The base charge is $110: § 18-1105 supplies a $70 formation fee and
§ 18-206 adds a $40 courthouse-municipality fee. The current form and fee
schedule confirm the total. An ordinary filing has no mandatory substantive
attachment.

The document may be sent by mail or uploaded through the Division's Document
Filing and Certificate Request Service. Upload is submission only, not
direct automated filing, and the service does not calculate fees. Every request
needs a cover memo; the Division requests an 8.5-by-11-inch, typed black-ink
document and payment at filing.

Formation and effective date

The LLC forms when the certificate is filed, assuming substantial compliance,
or at a later date or time stated in it. Section 18-206 caps delayed
effectiveness at the 180th day after filing.

What trips people up

Delaware's certificate is deliberately minimal. It does not publicly identify
members or managers and does not state the business purpose, principal office,
or ownership percentages.

Electronic submission is not instant online formation. The Division reviews
the uploaded document as a filing request and applies charges when the order is
processed.

There is no formation publication or one-time initial report. The Division's
current form says the annual tax is due June 1 following the calendar year in
which the certificate becomes effective. Because enacted 2026 legislation
changes annual-tax amounts effective August 1, confirm the then-current amount
rather than relying on the older dollar figure printed in the 2023 form.

Common questions

Must the authorized person become a member?

No. Section 18-201 requires an authorized person, not a member, to execute the
certificate.

Does the certificate list the members or managers?

No. Delaware's required certificate fields are the LLC name, registered office,
and registered agent.

How long may formation be delayed?

Up to 180 days after filing under § 18-206.

Statutes and sources

• 6 Del. C. §§ 18-104, -201, -204, -206, and -1105 — registered
  office/agent, minimal certificate, signature and authorization, oath,
  formation time, 180-day delay, and statutory fee components. Official
  Delaware Code Chapter 18 pages, accessed July 29, 2026.
• Delaware Division of Corporations LLC formation form and fee schedule —
  current $110 base charge, basic public fields, signature instructions, cover
  letter, and later annual-tax timing.
  https://corpfiles.delaware.gov/LLC_Forms/LLC%20Formation.pdf and
  https://corpfiles.delaware.gov/AugustFee2024.pdf (accessed July 29, 2026).
• Division submission guide and document-upload instructions — cover memo,
  paper-format rules, mail/upload routes, payment, and submission-only status.
  https://corp.delaware.gov/regguide/ and
  https://corp.delaware.gov/document-upload-service-information/ (accessed
  July 29, 2026).