Delaware Articles of Organization (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

To form a Delaware LLC, you file a Certificate of Formation with the Delaware Secretary of State. The filing fee is $90. This document, often referred to as "Articles of Organization" in other states, legally establishes the LLC. You must appoint a Delaware registered agent and pay an annual franchise tax of $300 by June 1st.

Quick Answer

Document name: Certificate of Formation (not Articles of Organization)
Filing fee: $90 (2026), to the Delaware Secretary of State
Agency: Delaware Secretary of State, Division of Corporations
Registered agent: Required - a Delaware resident or qualified entity with a DE street address
Ongoing: Annual franchise tax of $300 due June 1st
State income tax: No state income tax for LLCs taxed as pass-through entities

Delaware's Formation Document: Certificate of Formation

In Delaware, the legal document used to form a limited liability company (LLC) is called a Certificate of Formation, not "Articles of Organization." While many states use the term "Articles of Organization," Delaware's General Corporation Law and Limited Liability Company Act specify the Certificate of Formation as the instrument that officially creates an LLC. This document is filed with the Delaware Secretary of State, Division of Corporations.

The Certificate of Formation is a concise document. According to the Delaware Limited Liability Company Act, it must include the name of the limited liability company and the name and address of its registered agent in Delaware. Unlike some other states, Delaware does not require the names of members or managers to be listed on the public formation document. The name chosen for the LLC must include "Limited Liability Company," "L.L.C.," or "LLC." You can file the Certificate of Formation online, by mail, or by fax. For a broader context on LLC formation, see how to form an LLC.

Required Contents of the Certificate of Formation

The Delaware Certificate of Formation is intentionally brief, requiring minimal information to establish the LLC. This simplicity is a hallmark of Delaware's business entity laws. The essential elements required by the Delaware Limited Liability Company Act (6 Del. C. § 18-201) are:

Name of the LLC: The full legal name of the limited liability company, which must comply with statutory naming requirements (e.g., include "LLC" or "Limited Liability Company") and be distinguishable from other entities on file with the Secretary of State.
Registered Agent Information: The name and address of the LLC's registered agent in Delaware. This agent must have a physical street address in Delaware.

No other information, such as the purpose of the LLC, the names of its members or managers, or its duration, is required to be stated in the Certificate of Formation. These details are typically outlined in the LLC's internal operating agreement, which is not filed with the state.

Filing Fees and Expedited Processing (2026)

The standard filing fee for a Delaware Certificate of Formation is $90. This fee is paid to the Delaware Secretary of State, Division of Corporations. Delaware offers various expedited processing options for an additional fee, allowing for faster formation if needed:

24-Hour Service: An additional fee for processing within one business day.
Same-Day Service: An additional fee for processing on the same business day if submitted by a specific cut-off time.
Two-Hour Service: An additional fee for processing within two hours.
One-Hour Service: The highest tier of expedited service, for processing within one hour.

These expedited fees are subject to change, so it is advisable to consult the Delaware Secretary of State's official fee schedule for the most current pricing. The standard processing time without expedited service is typically 3-5 business days.

Item	Fee (2026)	Agency
Certificate of Formation (create the LLC)	$90	Secretary of State
Certificate of Amendment	$90	Secretary of State
Certificate of Cancellation	$200	Secretary of State
Change of Registered Agent	$50	Secretary of State
Annual Franchise Tax	$300	Secretary of State
Federal EIN	$0 (free)	IRS

Filing Methods and Processing Time

The Delaware Secretary of State provides several methods for filing a Certificate of Formation:

Online Filing: This is generally the fastest and most convenient method. The Delaware Division of Corporations offers an online portal for electronic submissions.
Mail: You can mail the completed Certificate of Formation form along with payment to the Secretary of State's office.
Fax: Filing by fax is also an option, typically requiring a cover sheet with payment information.

For standard filings, the processing time is usually 3-5 business days. This timeframe can vary depending on the volume of filings received by the Secretary of State. If time is critical, utilizing one of the expedited processing options (24-hour, same-day, 2-hour, or 1-hour service) can significantly reduce the waiting period, albeit for an additional fee. It is recommended to check the current processing times on the Delaware Secretary of State's website or contact them directly for the most up-to-date information.

Delaware Registered Agent Requirement

Every Delaware LLC is legally required to continuously maintain a registered agent in the state. This requirement is outlined in the Delaware Limited Liability Company Act (6 Del. C. § 18-104). The registered agent serves as the official point of contact for the LLC, responsible for receiving service of process (legal documents like lawsuits), official government correspondence, and tax notices.

The registered agent must be an individual resident of Delaware or a business entity authorized to transact business in Delaware, and must have a physical street address in Delaware (a P.O. Box is not sufficient). The name and address of this registered agent must be included in the Certificate of Formation. You can act as your own registered agent if you meet the requirements, or you can appoint another individual or a commercial registered agent service. For more details, see registered agent requirements.

If an LLC fails to maintain a registered agent, it can lead to administrative dissolution or forfeiture of its good standing status by the Secretary of State. To change a registered agent, a Certificate of Change of Registered Agent must be filed with the Delaware Secretary of State, typically incurring a $50 filing fee.

After Filing: Operating Agreement, EIN, and Annual Franchise Tax

Once the Delaware Secretary of State accepts the Certificate of Formation, your LLC is legally formed. However, several crucial steps remain to ensure the LLC is fully operational and compliant:

Adopt an Operating Agreement: While not filed with the state, an operating agreement is a critical internal document. It outlines the LLC's ownership structure, management roles, voting rights, profit and loss distribution, and procedures for various operational aspects. It provides legal clarity and protection for members.
Obtain an EIN: Most Delaware LLCs will need a federal Employer Identification Number (EIN) from the IRS. An EIN is required if the LLC has more than one member, has employees, or elects to be taxed as a corporation. It is used for opening business bank accounts and filing federal taxes. The EIN application is free and can be completed online.
Pay Annual Franchise Tax: Delaware LLCs are subject to an annual franchise tax of $300. This tax is due by June 1st each year. Unlike some states, Delaware LLCs do not file an annual report with the Secretary of State; the franchise tax payment serves as the annual compliance requirement. Failure to pay the franchise tax can result in penalties and ultimately lead to the LLC's forfeiture.
Open a Business Bank Account: To maintain the limited liability protection, it is essential to keep personal and business finances separate. Open a dedicated business bank account using the LLC's Certificate of Formation and EIN.
Obtain Licenses and Permits: Depending on the nature of the business and its physical location, the LLC may need various federal, state, or local business licenses and permits. Delaware does not have a general statewide business license, but specific industries or professions may require them.

Dissolving a Delaware LLC

To formally terminate a Delaware LLC, a Certificate of Cancellation must be filed with the Delaware Secretary of State. This process ensures that the LLC is properly wound down and its legal existence is officially ended. Before filing the Certificate of Cancellation, the LLC must:

Wind up its business affairs, including paying all debts and liabilities.
Distribute any remaining assets to its members.
Pay all outstanding annual franchise taxes, including the current year's tax.

The filing fee for a Certificate of Cancellation is typically $200. Simply abandoning an LLC without filing a Certificate of Cancellation can lead to ongoing franchise tax liabilities and potential penalties. For a comprehensive guide, see how to dissolve an LLC.

Frequently Asked Questions

What are Delaware Articles of Organization?

In Delaware, the formation document for a limited liability company is called a Certificate of Formation, not Articles of Organization. It is filed with the Delaware Secretary of State to legally create the LLC.

How much does it cost to file a Certificate of Formation in Delaware?

The filing fee for a Delaware Certificate of Formation is $90. This fee is paid to the Delaware Secretary of State. Expedited processing is available for additional fees.

What information is required in a Delaware Certificate of Formation?

The Certificate of Formation must include the LLC's name and the name and address of its registered agent in Delaware. It is a concise document compared to formation documents in many other states.

Is a registered agent required for a Delaware LLC?

Yes, every Delaware LLC must continuously maintain a registered agent with a physical street address in Delaware. The registered agent is responsible for receiving legal and official correspondence on behalf of the LLC.

What is the annual fee for a Delaware LLC?

Delaware LLCs must pay an annual franchise tax of $300. This tax is due by June 1st each year. There is no separate annual report filing with the Secretary of State for LLCs.

How long does it take to form an LLC in Delaware?

Standard processing for a Delaware Certificate of Formation typically takes 3-5 business days. Expedited services are available for additional fees, offering 24-hour, same-day, or even 1-hour processing.

Sources

Delaware Secretary of State, Division of Corporations - How to Form a New Business Entity.
Delaware Secretary of State, Division of Corporations - Filing Fees ($90 Certificate of Formation, expedited fees).
Delaware Secretary of State, Division of Corporations - Forms and Certificates (Certificate of Formation).
Delaware Code Online - Title 6, Chapter 18, Subchapter II, § 18-201. Certificate of Formation (required contents).
Delaware Code Online - Title 6, Chapter 18, Subchapter I, § 18-104. Registered office and registered agent.
Delaware Secretary of State, Division of Corporations - Registered Agent Information.
Delaware Secretary of State, Division of Corporations - Franchise Tax Information ($300 annual tax, June 1st due date).
Delaware Secretary of State, Division of Corporations - Contact Us (processing times).
IRS - Limited Liability Company (LLC) (federal default classification).
IRS - Get an Employer Identification Number (EIN) (free EIN).
Delaware Code Online - Title 6, Chapter 18, Subchapter VIII, § 18-801. Dissolution.
Delaware Code Online - Title 6, Chapter 18, Subchapter IX, § 18-901. Foreign limited liability companies.
Delaware Secretary of State, Division of Corporations - Dissolution Information.
Cornell Law School Legal Information Institute - Limited Liability Company (LLC).
Delaware Secretary of State, Division of Corporations - Online Filing System.

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Delaware Secretary of State before acting.