Business-friendly laws: Flexible LLC structure, no minimum capital requirement, series LLC option. Court of Chancery: Specialized business court with predictable case law. Privacy: Member/manager names not publicly disclosed. No gross receipts tax: Unlike California, Delaware doesn't tax LLC revenue.
⚠️ Foreign Qualification Trap
If you form a Delaware LLC but conduct business in California (or any other state), you must foreign qualify in that state. This means paying BOTH Delaware's $300/year AND California's $800/year, plus maintaining dual compliance. Only form in Delaware if you genuinely benefit from Delaware law—not just for the "prestige."
🎯 Is a Delaware LLC Right for You?
✅ Good Fit
Operating online with no physical nexus anywhere
Multi-state operations with no clear "home" state
Need Series LLC for real estate/asset protection
Want maximum privacy (no member disclosure)
Intellectual property holding company
Planning to raise VC funding (may convert to DE C-Corp)
International business with U.S. presence
❌ Better Alternatives
Solely operating in CA/NY/TX → Form in home state
Micro-business with <$50K revenue → Wyoming ($60/yr tax)
Need anonymity + low cost → New Mexico (no annual reports)
Professional services (attorney, CPA) → Home state Professional LLC
Retail/restaurant with physical location → Home state
Just want the "Delaware" name → Not worth dual compliance
🧭 Is Delaware Right for You? (Interactive Tool)
Answer 6 quick questions to get a personalized recommendation
Where will you primarily conduct business operations?
🌐 Online Only
No physical presence anywhere
🌴 California
Office, employees, or customers in CA
🗽 New York
Office, employees, or customers in NY
⛏️ Texas
Office, employees, or customers in TX
📍 Other State
Different single state
🗺️ Multi-State
Operations in multiple states
What's your expected annual revenue?
Under $50K
Side project or early startup
$50K – $250K
Growing business
$250K – $1M
Established business
Over $1M
High-growth company
Do you plan to raise venture capital or angel investment?
✅ Yes
Planning to raise institutional money
🤔 Maybe
Keeping options open
❌ No
Bootstrapping or small business
How many members/owners will the LLC have?
1 Member
Solo owner
2+ Members
Partnership structure
Are any owners non-U.S. citizens or residents?
🌍 Yes
One or more international owners
🇺🇸 No
All U.S. citizens/residents
Do you need a Series LLC structure?
✅ Yes
Multiple properties/assets to isolate
🤔 Maybe
Not sure, want to learn more
❌ No
Standard single LLC
💵 Dual-Compliance Cost Calculator
Compare annual costs: Delaware-only vs. Delaware + home state foreign qualification
📊 Annual Cost Comparison
Option A: Delaware LLC Only
DE Annual Franchise Tax$300
DE Registered Agent~$100
Delaware-Only Annual Total$400
Option B: Delaware + Home State Foreign Qualification
DE Annual Franchise Tax$300
DE Registered Agent~$100
Home State Annual Tax/Fee$0
Home State Registered Agent~$100
CA LLC Gross Receipts Fee$0
Dual-Compliance Annual Total$0
📊 Delaware vs. Top Formation States
Feature
Delaware
California
Wyoming
Nevada
Formation Fee
$90
$70
$100
$425
Annual Tax/Fee
$300
$800 + LLC fee
$60
$350 + $200 filing
Annual Report
None required
Biennial ($20)
Yes ($60)
Yes ($150)
Member Privacy
✅ Full
❌ Public
✅ Full
✅ Full
Gross Receipts Tax
❌ None
✅ Yes ($250K+)
❌ None
❌ None
Series LLC
✅ Yes
❌ No
❌ No
✅ Yes
Business Court
✅ Chancery
General courts
General courts
General courts
Amendment Fee
$200
$30
$60
$175
⚖️
Court of Chancery Advantage
▼
Over 225 years of business case law: More predictable legal outcomes than any other state
No jury trials for business disputes: Expert judges with deep corporate law knowledge decide cases
Fast resolution: Cases resolved much faster than general civil courts
Appeals go to Delaware Supreme Court: Additional layer of specialized business expertise
National influence: Delaware decisions often cited and adopted by other states
Why it matters: If your LLC ends up in litigation (member disputes, contract issues), you want experienced judges who understand business
Investor preference: VCs and sophisticated investors prefer Delaware entities for this reason
🏢
Series LLC Explained
▼
One "master" LLC with multiple "series": Each series is legally isolated from the others
Liability protection between series: Debt/liability of Series A doesn't touch Series B
Protected Series: Internal liability separation, no separate state filing per series, covered by master LLC's $300/year tax
Registered Series: Formally filed with state ($75 annual tax per registered series + filing fees), provides public notice and clearer legal standing
Common use case: Real estate investors—each property in separate series for asset protection
Franchise tax (Protected): Flat $300/year for master LLC regardless of number of protected series
Franchise tax (Registered): $300 for master + $75/year per registered series—costs scale with formality
Banking challenge: Not all banks understand series LLCs—may need specialized business bank
Out-of-state recognition: Some states don't recognize series LLC structure—consult attorney if operating elsewhere
Tax treatment: IRS allows each series to be treated as separate entity OR consolidated—flexibility
Banking requirement: Banks always request Operating Agreement for account opening
For Series LLCs: Must specify allocation of assets/liabilities to each series, management authority per series
Annual updates: Review and amend as business grows, new members join, or circumstances change
💼
Delaware for Non-U.S. Residents
▼
No citizenship requirement: Anyone globally can form/own Delaware LLC
EIN process: Without SSN/ITIN, apply via Form SS-4 (fax/mail)—expect 4-6 weeks
Registered agent required: Must hire DE-based registered agent service ($50-300/year)
Banking challenges: Most U.S. banks require in-person visit or SSN/ITIN—consider Mercury, Relay, Payoneer
Tax treaty benefits: Check if your country has U.S. tax treaty—may reduce withholding
ITIN application: Consider getting ITIN for easier banking/credit—requires filing U.S. tax return or W-7
Annual franchise tax: Same $300 for non-residents—no discrimination
Compliance burden: Must file U.S. tax returns (Form 1065) even with zero activity if multi-member LLC
State income tax: Delaware doesn't tax out-of-state income—good for international operations
U.S. trade/business: If "engaged in U.S. trade or business," profits taxed federally—consult CPA
🏛️
BOI Reporting (Beneficial Ownership)
▼
March 2025 Final Rule: FinCEN issued interim final rule (March 21, 2025) exempting ALL U.S.-formed entities from BOI reporting
Domestic companies exempt: All entities created in the United States—including those previously known as "domestic reporting companies"—and their beneficial owners are now exempt
U.S. persons exempt: FinCEN will not enforce any BOI reporting penalties against U.S. citizens or domestic reporting companies
Foreign reporting companies only: Only entities formed under foreign law AND registered to do business in a U.S. state must report
Foreign company deadlines: Registered before March 26, 2025 → file by April 25, 2025; registered after → 30 days from registration
Foreign companies don't report U.S. persons: Even foreign reporting companies do not need to report BOI of any U.S. person beneficial owners
Your Delaware LLC: If formed in Delaware and owned by U.S. persons, you have NO federal BOI filing obligation
Unlike California's LLC fee on gross receipts ($900-$11,790 for LLCs earning $250K+), Delaware charges a flat $300 annual tax regardless of revenue. A Delaware LLC with $5M revenue pays the same $300 as one with $50K revenue. This makes Delaware significantly more cost-effective for high-revenue businesses with no Delaware operations.
📅 Critical Compliance Deadlines
Day 1 — Formation
File Certificate of Formation online$90
Week 1
Apply for EIN (free, immediate online) • Open business bank account
Within 15 Days (If Series LLC)
File Notice of Designation for each series$0 (included)
June 1 Annually
Pay Annual Franchise Tax (no annual report required for DE LLCs)$300
Ongoing
File amendments within 30 days of any changes to name, registered agent, or address$200
Federal Tax Filing
Multi-member: Form 1065 by March 15 • Single-member: Schedule C on personal return by April 15
🚀 Formation Process Overview
1
Choose & Verify LLC Name
Search DE Division of Corporations database • Must include "LLC" or "L.L.C." • Check domain availability
2
Designate Registered Agent
DE physical address required • Available during business hours • Commercial service recommended for privacy
3
File Certificate of Formation
Online via Delaware Division of Corporations • $90 standard (2-3 weeks) • Expedited options available
4
Obtain EIN
Free via IRS.gov • Immediate issuance for SSN holders • 4-6 weeks via mail/fax for international owners
5
Draft Operating Agreement
Internal governance document • Not filed with state • Essential for liability protection and banking
6
Foreign Qualify (If Needed)
Register in states where you're "doing business" • Hire registered agent in each state • File annually in each
7
Annual Franchise Tax
$300 tax due June 1 annually • No annual report required • Pay online • $200 late penalty + 1.5%/month interest
⚖️ Professional LLC Formation Services
Attorney-prepared Delaware LLC with personalized guidance. State filing fees included in all packages.
✅ What's Included in My Attorney Fees
Delaware state filing fees (Certificate of Formation), registered agent service for one year, EIN acquisition, and professional document preparation. Formation in standard-fee states (DE, CA, WY, SC) at base price. Premium-fee states (TX, MA, NV, NY, IL, TN) require additional fee to cover higher state costs.
⚠️ Separate Ongoing State Obligations (Not Included)
Delaware's $300 annual franchise tax (due June 1 annually) is an ongoing state obligation you'll pay directly to Delaware after formation. Note: Delaware LLCs do NOT file annual reports—only the franchise tax is required. Foreign qualification fees in other states (if applicable) are also separate. These are NOT part of my attorney fees.
Starter
$500
Best for single-owner businesses or simple partnerships using standard templates with basic information inserted.
Delivery Time14 days
Revisions0
DE State Filing Fees Included
Registered Agent (1 Year)
EIN (Tax ID Number)
Basic Operating Agreement
Standard
$750
Perfect for most businesses requiring customized founding documents with professional guidance on entity type, state selection, and taxation.
Delivery Time5 days
Revisions2
DE State Filing Fees Included
Registered Agent (1 Year)
EIN (Tax ID Number)
Customized Operating Agreement
30min Strategy Consultation
Foreign Qualification Guidance
Advanced
$850
Ideal for complex business structures requiring sophisticated legal frameworks, Series LLCs, multiple owners, investors, or specialized provisions.
Delivery Time3 days
Revisions5
DE State Filing Fees Included
Registered Agent (1 Year)
EIN (Tax ID Number)
Customized Operating Agreement
1hr Comprehensive Consultation
Series LLC Formation
Multi-State Analysis
Advanced Corporate Structuring
Delaware LLC Formation Intake
Complete this form to get started with your Delaware LLC formation. I'll review your information and contact you within 24 hours.
Get in Touch
Ready to form your Delaware LLC? Let's discuss your business needs.
Book a 30-minute video call to discuss your Delaware LLC formation
📞 Prefer a Different Contact Method?
Feel free to reach out via email at owner@terms.law or use the intake form in the "Get Started" tab. I respond to all inquiries within 24 hours during business days.