Delaware is the gold standard for corporations — but for LLCs, it's overrated unless you have a specific reason to be there. Here's the honest truth about when Delaware makes sense, when it doesn't, and exactly how to file if it's right for you.

Delaware: The Real Pros and Cons

Pro	Con
Court of Chancery — business-specialized judges, no juries	$300/yr annual tax (flat, regardless of revenue)
Most developed body of business law in the US	Out-of-state LLCs still need to foreign-register where they operate
Same-day filing available ($100 expedite fee)	No income tax benefit if you earn money in another state
VCs and investors are comfortable with Delaware entities	Higher total cost than Wyoming or New Mexico for simple LLCs
Series LLC option (multiple LLCs under one entity)	Annual report + franchise tax adds up over time

The honest recommendation: Delaware is best for C-Corps raising venture capital — investors expect Delaware incorporation and the Court of Chancery is unmatched for corporate disputes. For LLCs, Wyoming offers better privacy, lower costs, and comparable legal protections. Only choose Delaware for your LLC if you anticipate complex business litigation or need Series LLC capability.

Step-by-Step Filing Process

Step 1

Choose Your LLC Name

Search at the Delaware Division of Corporations. Must include "LLC" or "Limited Liability Company."

Step 2

Designate a Registered Agent

Must have a physical Delaware address. Services: Northwest ($125/yr), InCorp ($99/yr), or Harbor Compliance ($99/yr).

Step 3

File Certificate of Formation

File online or by mail with the Delaware Division of Corporations. You need: LLC name, registered agent name and address, and signature. Filing fee: $90. Same-day processing available for additional $100. Online at corp.delaware.gov.

Step 4

Get Your EIN

Free at IRS.gov — see our EIN guide.

Step 5

Draft an Operating Agreement

Not filed with the state but legally critical. Delaware courts heavily rely on operating agreements. See our Operating Agreement guide.

Annual Requirements

Requirement	Due Date	Cost
Annual Tax	June 1 each year	$300 flat fee
Registered Agent	Continuous	$99–$300/yr

Compare Other Filing States

Wyoming → Texas → Florida → California →

Disclaimer: This guide is for informational purposes only and is not legal or tax advice. Requirements vary by state. Consult a qualified attorney or CPA for your specific situation.

How to File an LLC in Delaware: Step-by-Step Guide