Single-Member LLC in Delaware (2026)

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

To form a single-member LLC (SMLLC) in Delaware, you file a Certificate of Formation with the Delaware Secretary of State and pay the $90 filing fee. You must appoint a registered agent with a Delaware street address, and the LLC will owe an annual franchise tax of $300, due by June 1st each year.

What is a Single-Member LLC in Delaware?

A single-member LLC (SMLLC) in Delaware is a limited liability company that has only one owner, known as a member. Like any LLC, it provides its owner with personal liability protection, separating personal assets from business debts and obligations. Delaware is a popular state for forming LLCs due to its flexible corporate laws, established legal system, and privacy provisions, even for businesses not physically located in the state. The legal framework for LLCs in Delaware is primarily found in the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code).

For federal tax purposes, the Internal Revenue Service (IRS) generally treats a single-member LLC as a "disregarded entity" by default. This means the LLC itself is not taxed as a separate entity; its income and expenses are reported on the owner's personal federal income tax return (e.g., on Schedule C (Form 1040) for a sole proprietorship, or Schedule E or F depending on the business activity). The owner is considered self-employed and is responsible for self-employment taxes (Social Security and Medicare). An SMLLC can, however, elect to be taxed as a corporation or an S-corporation by filing IRS Form 8832 or Form 2553, respectively.

How to Form a Delaware Single-Member LLC

Forming a Delaware SMLLC involves several key steps to ensure compliance with state regulations. The process is similar to forming any LLC in Delaware, with specific considerations for single ownership.

1. Choose a Name for Your LLC: The name must include "Limited Liability Company," "LLC," or "L.L.C." It must also be distinguishable from other business names already on file with the Delaware Secretary of State. You can check name availability using the Delaware Division of Corporations entity search. Consider reserving the name if you're not ready to file immediately.
2. Appoint a Delaware Registered Agent: Every Delaware LLC, including an SMLLC, must maintain a registered agent with a physical street address in Delaware (not a P.O. Box). The registered agent is responsible for receiving legal documents, service of process, and official state correspondence on behalf of the LLC. The agent can be an individual resident of Delaware or a business entity authorized to transact business in Delaware.
3. File the Certificate of Formation: This is the foundational document that officially creates your LLC. It must be filed with the Delaware Secretary of State, Division of Corporations. The Certificate of Formation is a relatively simple document for Delaware LLCs, requiring the LLC's name and the name and address of its registered agent. Unlike many other states, Delaware does not require you to list the names of members or managers on this public document, offering a degree of privacy. The filing fee is $90.
4. Draft an Operating Agreement: While Delaware law does not explicitly mandate a written operating agreement for an LLC, it is highly recommended, even for a single-member LLC. An operating agreement outlines the LLC's structure, the owner's rights and responsibilities, management procedures, and how the business will operate. For an SMLLC, it serves as a crucial internal document that helps maintain the liability shield and provides clarity on the business's governance.
5. Obtain an Employer Identification Number (EIN): An EIN is a federal tax ID number issued by the IRS. While a single-member LLC that is a disregarded entity with no employees can use the owner's Social Security Number (SSN) for federal tax purposes, an EIN is required if the SMLLC has employees or elects to be taxed as a corporation. Many banks also require an EIN to open a business bank account. You can obtain an EIN for free directly from the IRS website.
6. Comply with Other State and Local Requirements: Depending on the nature of your business, you may need to obtain specific business licenses and permits at the state, county, or city level. Delaware does not have a general statewide business license, but certain professions and activities are regulated. Check with the Delaware Division of Revenue and your local government for specific requirements.

Delaware Single-Member LLC Filing Fees and Costs (2026)

The costs associated with forming and maintaining a single-member LLC in Delaware include initial filing fees and ongoing annual obligations. These fees are set by the state and are subject to change.

Expedited filing services are available from the Delaware Secretary of State for an additional fee, ranging from $50 for 24-hour service to $1,000 for one-hour service. These fees are separate from the standard filing fee.

Taxation of a Delaware Single-Member LLC

Understanding the tax implications for a Delaware single-member LLC is crucial for compliance. Taxation occurs at both the federal and state levels, though Delaware does not impose a state income tax on LLCs.

Federal Income Tax

As a disregarded entity, the SMLLC's profits and losses are reported on the owner's personal federal income tax return. This is often done on Schedule C (Form 1040), Profit or Loss From Business, if the owner is an individual. The owner pays income tax at their individual tax rates. The owner is also responsible for self-employment taxes (Social Security and Medicare), which are calculated on the net earnings from self-employment. These taxes are typically paid quarterly through estimated tax payments using Form 1040-ES.

If the SMLLC elects to be taxed as a corporation, it would file Form 1120, U.S. Corporation Income Tax Return. If it elects S-corporation status, it would file Form 1120-S, U.S. Income Tax Return for an S Corporation, and profits/losses would pass through to the owner's personal return via a Schedule K-1.

Delaware Franchise Tax

All Delaware LLCs, including single-member LLCs, are subject to an annual franchise tax. For LLCs, this is a flat fee of $300 per year. The franchise tax is due by June 1st of each year. Failure to pay the franchise tax by the due date results in a penalty of $200, plus 1.5% interest per month on the unpaid tax and penalty. Continued non-payment can lead to the LLC being voided by the Secretary of State, which can result in the loss of liability protection and the inability to conduct business in Delaware.

Other Delaware Taxes

Delaware does not have a state sales tax. It also does not impose a state income tax on LLCs themselves. However, if the SMLLC has employees, it will be subject to state unemployment insurance taxes and potentially other payroll taxes. Businesses operating physically in Delaware may also be subject to gross receipts tax, which is a tax on the total gross revenues of a business, regardless of profitability. The rate varies depending on the business activity.

Privacy Considerations for Delaware SMLLCs

Delaware is often chosen for LLC formation due to its privacy features. The Certificate of Formation filed with the Delaware Secretary of State does not require the listing of members or managers. This means the owner's name is not publicly disclosed on the formation document. The only publicly available information on the Certificate of Formation is the LLC's name and the name and address of its registered agent.

While this provides a degree of privacy, it's important to note that complete anonymity is rarely achievable. The owner's identity may still be revealed through other means, such as:

• EIN Application: The responsible party's name is provided to the IRS when applying for an EIN.
• Business Bank Accounts: Banks typically require the beneficial owner's information to open an account.
• Operating Agreements: While not publicly filed, these internal documents identify the owner.
• Business Licenses and Permits: Local or state licenses may require the owner's information.
• Contracts and Agreements: The owner may need to sign contracts on behalf of the LLC.

For those seeking enhanced privacy, using a nominee registered agent service or a professional registered agent that offers additional privacy features can be considered, but these services do not eliminate all disclosure requirements.

Ongoing Compliance and Maintenance

Maintaining a Delaware single-member LLC requires ongoing compliance with state and federal regulations to preserve its good standing and the owner's liability protection.

• Annual Franchise Tax Payment: As noted, the $300 franchise tax must be paid to the Delaware Secretary of State by June 1st each year.
• Registered Agent: The LLC must continuously maintain a valid registered agent in Delaware. If the registered agent's information changes, an amendment must be filed with the Secretary of State.
• Operating Agreement: While not filed, the operating agreement should be kept current and reflect any changes in the LLC's operations or the owner's intentions.
• Separate Finances: To maintain the liability shield, the single owner must strictly separate personal and business finances. This includes having a dedicated business bank account and avoiding commingling funds.
• Federal Tax Filings: Ensure timely filing of all federal tax returns (e.g., Schedule C on Form 1040, or Form 1120/1120-S if elected) and payment of estimated taxes.
• Business Licenses and Permits: Renew any necessary state or local business licenses and permits as required.

Failure to adhere to these compliance requirements can lead to penalties, loss of good standing, and potentially the piercing of the corporate veil, which would expose the owner to personal liability.

Dissolving a Delaware Single-Member LLC

If the owner decides to close a Delaware single-member LLC, proper dissolution procedures must be followed to avoid ongoing liabilities and penalties. The process typically involves:

1. Winding Up Business Affairs: This includes paying all debts and liabilities, collecting any outstanding receivables, and distributing remaining assets.
2. Obtaining Tax Clearance: While Delaware does not issue a specific tax clearance certificate for LLCs like some states, ensuring all franchise taxes are paid up to date is crucial.
3. Filing a Certificate of Cancellation: A Certificate of Cancellation must be filed with the Delaware Secretary of State. This officially terminates the LLC's existence in Delaware. The filing fee for a Certificate of Cancellation is $200.
4. Notifying the IRS: Inform the IRS that the business has closed when filing the final tax return.

Simply abandoning the LLC without formally dissolving it can result in continued franchise tax obligations and potential penalties. For more details, see how to dissolve an LLC.

Frequently Asked Questions

What is a single-member LLC in Delaware?

A single-member LLC (SMLLC) in Delaware is a limited liability company with only one owner, formed by filing a Certificate of Formation with the Delaware Secretary of State. It offers personal liability protection to the sole owner.

How is a Delaware single-member LLC taxed?

By default, the IRS treats a single-member LLC as a disregarded entity, meaning its income and expenses are reported on the owner's personal tax return (Schedule C, E, or F). The SMLLC itself does not file a separate federal income tax return, but it can elect to be taxed as a corporation or S-corporation.

Does a Delaware SMLLC need an EIN?

A Delaware single-member LLC generally needs an Employer Identification Number (EIN) if it has employees or elects to be taxed as a corporation. If it is a disregarded entity with no employees, the owner can use their Social Security Number (SSN) for federal tax purposes, though many still obtain an EIN for business banking and other purposes.

What is the annual cost for a Delaware single-member LLC?

The primary annual cost is the $300 franchise tax, due by June 1st each year. There are no annual report filing fees for LLCs in Delaware, but registered agent fees are also an ongoing expense.

Can a single-member LLC in Delaware be anonymous?

Delaware does not require the names of LLC members or managers to be listed on the Certificate of Formation. This allows for a degree of privacy, as long as the registered agent's information is publicly available. However, the owner's identity may still be revealed through other business activities or tax filings.

Is an operating agreement required for a Delaware SMLLC?

While Delaware law does not explicitly require a written operating agreement for an LLC, it is highly recommended even for a single-member LLC. It establishes the LLC's rules, the owner's rights and duties, and helps maintain the liability shield.

Related

• How to form an LLC (cluster hub)
• Delaware registered agent requirements
• How to get an EIN
• LLC Operating Agreement
• How to dissolve an LLC
• How to form an LLC in Wyoming (sibling)

Sources

1. Delaware Secretary of State, Division of Corporations - How to Form a New Business Entity (Certificate of Formation, registered agent).
2. Delaware Secretary of State, Division of Corporations - Filing Fees ($90 Certificate of Formation, $75 name reservation, $200 Certificate of Cancellation).
3. Delaware Secretary of State, Division of Corporations - Registered Agent Information.
4. Delaware Secretary of State, Division of Corporations - Franchise Tax Calculator ($300 annual franchise tax for LLCs, due June 1st).
5. Delaware Code Online - Title 6, Chapter 18: Delaware Limited Liability Company Act.
6. IRS - Single Member LLCs (default tax classification).
7. IRS - Limited Liability Company (LLC) (general federal tax treatment).
8. IRS - Get an Employer Identification Number (EIN).
9. IRS - Publication 334, Tax Guide for Small Business (Schedule C, self-employment tax).
10. IRS - Form 8832, Entity Classification Election (electing corporate tax treatment).
11. Delaware Code Online - Title 6, Chapter 18, Subchapter I: General Provisions (definitions).
12. Delaware Code Online - Title 6, Chapter 18, Subchapter II: Formation; Certificate of Formation (contents of Certificate of Formation).
13. Delaware Code Online - Title 6, Chapter 18, Subchapter III: Registered Office and Registered Agent.
14. Delaware Code Online - Title 6, Chapter 18, Subchapter IV: Relations of Members and Managers to Persons Dealing with Limited Liability Company (operating agreement).
15. Delaware Division of Revenue - Business Tax Forms and Information (gross receipts tax).

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 and relevant tax authorities before acting.