Delaware · Guide
Here is the part that is easy to underestimate: the Delaware filing itself is almost trivially easy. The Certificate of Formation asks for three pieces of information, costs $110, and with a small expedite fee it is approved in about a day. Delaware processes over a million entities; the state has optimized this into a conveyor belt.
The real work is everything around the filing. Choosing a name that will not bounce off Delaware's stricter-than-expected availability rules. Getting an EIN from the IRS when you have no Social Security number, which is where a two-day project quietly becomes a six-week one. Ordering the certified documents that a bank in another country will actually accept. This guide walks the whole chain in order, with the exact fees, cutoff times and rejection traps, written for founders registering from outside the US.
This is general information, not legal or tax advice. State fees and procedures are official as of July 2026, but rules and processing times change; confirm every step with the Delaware Division of Corporations, the IRS, or a qualified advisor before you rely on it.
Before you file: three things to get right
Most rejected or stalled filings fail on things that should have been settled before anyone touched the form. Three of them.
The name, under Delaware's real availability rules
Your LLC name must be distinguishable from every entity already on file with the Division of Corporations, and it must contain a designator: "Limited Liability Company," "LLC," or "L.L.C."
Three rules decide whether your name clears:
- Delaware ignores corporate endings when it checks availability (as of July 2026). If "Acme Inc." exists, "Acme LLC" is not available; the ending does not make a name distinguishable. Neither do small cosmetic changes.
- Some words are restricted or need approval. "Bank" and its variations require sign-off from the State Bank Commissioner, and anything implying you are a government body is off the table. "University" and "trust" also draw scrutiny.
- You can reserve a name for 120 days for $75. For most founders this is unnecessary: if the name is free and your documents are ready, filing is faster and cheaper than reserving.
The registered agent, hired before you file
Every Delaware LLC must continuously maintain a registered agent with a physical street address in Delaware to receive legal and state mail. Two consequences for a non-resident:
- This is your first purchase, not an afterthought. You cannot act as your own agent, and the Certificate of Formation names the agent, so the agent has to exist before you file.
- Choose the agent before drafting anything. Their exact legal name and registered office address go on the certificate, and a mismatch between what you type and what the agent has on file with the state is a classic rejection cause.
The authorized person, which does not have to be you
Delaware LLC filings are signed by an "authorized person." This is anyone authorized to execute the filing, and it does not need to be a member or manager of the LLC. Your formation service or lawyer typically signs as the authorized person, which is why you can form a Delaware LLC from anywhere without signing a single state document yourself.
This design has a consequence worth understanding early: it is the mechanism behind Delaware's privacy posture, which we will see in step 3.
Step-by-step: registering the LLC
- 1Confirm the nameDelaware entity search, base name without endings, designator included, no restricted words. Keep a backup ready.
- 2Engage the registered agentTheir exact details in writing, before the certificate is filed. Included when you buy formation as a package.
- 3File the Certificate of FormationThree mandatory items plus the authorized person's signature and a cover sheet. $110 to the state.
- 4Get the EINFree from the IRS. Form SS-4 with line 7b marked "Foreign"; the phone line is the only same-day route without an SSN.
- 5Order the bank documentsStamped certificate, operating agreement and EIN letter for fintechs; certified copies and an apostille for foreign banks.
Step 1: Confirm the name
Run the name through Delaware's entity search, applying the rules above: base name checked without endings, designator included, no restricted words. Have a backup name ready; if the filing is rejected on name grounds you will be re-filing, not amending. Two minutes of searching saves a week of round-trip.
Step 2: Engage the registered agent
Hire the agent and get their exact registration details in writing. If you buy formation as a package, the agent is included and this step collapses into the order form. Either way, the agent must exist before the certificate is filed, not after.
Step 3: File the Certificate of Formation, field by field
Under Delaware law (6 Del. C. § 18-201), the Certificate of Formation requires exactly three items:
- The name of the LLC, with its designator, exactly as you cleared it.
- The address of the registered office in Delaware.
- The name and address of the registered agent at that office.
That is the entire mandatory content. Then the authorized person signs, and a cover sheet with your return contact information must accompany the filing; filings without one are bounced.
Notice what is not on the list: no member names, no manager names, no ownership percentages, no business description and no capital amount. That absence is the whole of Delaware's privacy posture.
Two things follow from the filing itself:
- The state fee is $110, standard processing takes around ten business days plus document return time, and expedited options bring it down to about a day.
- Delaware does not file or require a public operating agreement, but state law expects an LLC to have one. For a single-member LLC a solid template covering ownership, management, capital and dissolution is usually enough.
Step 4: Get the EIN, the realistic version without an SSN
The EIN is the federal tax ID your LLC needs for banking, payment processors and IRS filings. It is free from the IRS, and this is the step where non-resident timelines are won or lost.
The IRS online tool requires the responsible party to have an SSN or ITIN, so as a non-resident you almost certainly cannot use it. Your real options, using Form SS-4 with line 7b marked "Foreign":
- Phone, the fast lane: call +1 267-941-1099, the IRS international applicants line (not toll-free, US business hours). Have a completed SS-4 in front of you; if you get through, the EIN is issued during the call. This is the only same-day route without an SSN, and it often goes unmentioned.
- Fax: send the SS-4 to the IRS international fax line (304-707-9471 from outside the US, 855-215-1627 from within). The IRS quotes around four business days for a faxed EIN; in practice, non-resident applicants in 2026 commonly report four to eight weeks. Plan around the pessimistic number and treat anything faster as a bonus.
- Mail: roughly four to five weeks per IRS guidance, and slower in practice. Last resort.
Two details that save pain: the IRS issues one EIN per responsible party per day, and third parties will happily charge $50 to $250 for the same free application. Paying can make sense purely to outsource the phone queue, but it buys convenience, not speed at the IRS. The confirmation letter (CP 575) that follows is another document banks love; keep it.
Whether you can even get to this step, and what ownership does and does not require from a non-resident, is covered in our non-resident eligibility guide.
Step 5: Order the documents banks will actually ask for
For a US fintech account, the stamped certificate, operating agreement and EIN letter are usually enough. But foreign banks, payment providers and some partners want state-certified paper. Delaware's own prices, as of July 2026:
| Document | State fee | Who asks for it |
|---|---|---|
| Certified copy of the Certificate of Formation | $50 + $2 per page | Foreign banks, notaries, some PSPs |
| Certificate of good standing (short form) | $50 | Banks, lenders, marketplaces |
| Certificate of good standing (long form) | $175 | Rarely needed; lists all filings |
| Apostille | $30 per document | Anything official outside the US |
Order these from the state or through your agent at cost; resellers charge $99 to $149 for the same paper. If you plan to open an account outside the US, order the certified copy plus apostille in the same pass as formation and save a courier round-trip. What each bank actually accepts is covered in the business bank account guide.
Expedited filing: the exact tiers and cutoffs
Delaware's expedite menu is real and cheap at the useful end. Competitor pages routinely misquote these; the figures below are from the Division of Corporations fee schedule and expedited services page, as of July 2026:
| Service | Extra fee | Cutoff (Eastern Time) |
|---|---|---|
| 24-hour | +$50 | submit any time |
| Same-day | +$100 | submit before 2:00 p.m. ET |
| 2-hour | +$500 | submit before 7:00 p.m. ET |
| 1-hour | +$1,000 | submit before 9:00 p.m. ET |
For almost everyone, the $50 or $100 tier is the right buy: it turns a ten-business-day queue into a one-day formation. The $500 and $1,000 tiers exist for closings and lawyers with deadlines, not for founders. Note that expedite speeds up state approval only; document mail-back and everything federal (your EIN) run on their own clocks. A separate note if you see higher numbers quoted: Delaware's 2026 fee bill authorized raised caps on some expedited fees from August 1, 2026, so check the current schedule at filing time.
The non-resident timeline: day 0 to day 45
Here is the realistic chain for a non-resident doing this remotely, assuming the $50-100 expedite:
- Day 0: name checked, registered agent engaged, Certificate of Formation submitted.
- Day 1-2: LLC approved; stamped certificate comes back. Sign the operating agreement the same day.
- Day 2: EIN application. If you get through on +1 267-941-1099, you have an EIN today and the timeline compresses by a month. If not, fax the SS-4 and start waiting.
- Day 2-7: order certified copy, good standing and apostille if a non-US bank is in your plans.
- Day 3-10 (phone-EIN path): apply for banking. US fintechs typically approve clean applications in 1-2 days, with extended reviews running 1-3 weeks.
- Day 30-45 (fax-EIN path): EIN arrives per the IRS's roughly-four-business-day guidance, in practice often much longer; banking follows.
So the straight answer to "how long does it take": the LLC exists in a day or two; a fully operational company with EIN and bank account takes one to six weeks, and the EIN method is the variable that decides which end of that range you land on.
- Day 0Certificate of Formation filed, $110
- Day 1-2Delaware approves the filing
- Day 2, phone routeEIN issued during the call
- Day 3-10Bank account opened
- Day 30-45, fax routeEIN arrives, banking starts after
Why Delaware filings get rejected (and how to avoid it)
Rejections cost a refund cycle and a week, and nearly all of them trace to five causes:
- The name is not distinguishable, because endings do not count. The classic surprise: "Acme Inc." on file blocks "Acme LLC." Check the base name in the entity search, not just your exact string.
- Missing or wrong designator. The name must contain "LLC," "L.L.C." or "Limited Liability Company." A perfect filing under a name with no designator is an automatic bounce.
- Restricted words without approval. "Bank" and its variants need the Bank Commissioner's sign-off; implying government affiliation is prohibited; words like "university" or "trust" trigger review.
- A signature block with a corporate title. LLC filings are signed by an "authorized person." Signing with a title that belongs to corporations, like "Secretary" or "General Counsel," gets the filing rejected on sight. Use "Authorized Person."
- Registered agent mismatches. An agent name or address that does not exactly match the agent's state registration, or an agent who never agreed to serve, stalls or kills the filing.
Every one of these is checkable in under five minutes before submission, which is exactly what a decent formation service is quietly doing for its fee.
What you no longer have to file: BOI
Until early 2025, new US LLCs had to report their beneficial owners to FinCEN under the Corporate Transparency Act, and a lot of older guidance still lists it as a step. That step is gone for domestic companies: under FinCEN's interim final rule of March 26, 2025, US-formed entities, including a Delaware LLC with foreign owners, are exempt from BOI reporting.
Only entities formed abroad and registered to do business in the US still report. As of July 2026 the rule is in force but still labeled interim, and rules in this area have already changed twice in two years, so check FinCEN's current guidance at formation time. If a service is charging you for a "BOI filing" on a new Delaware LLC, ask them which rule they are reading.
What comes after registration
Registration is the cheap, fast part; what you have at the end of it is a legal shell with a tax number. The recurring obligations are few but strict: Delaware's flat annual tax, due June 1 every year with no annual report, rising from $300 to $400 under 2026's HB 400, with the full mechanics of who pays what and when in the cost guide, and the complete annual calendar, including what happens when you miss a deadline, in the compliance guide.
Federal filings for foreign-owned LLCs, including the Form 5472 trap that applies even at zero revenue, are covered in taxes for non-resident owners. And if you are still weighing whether an LLC is the right vehicle at all versus a C-Corp, that decision comes before any of this: see Delaware company types, or one step further back, whether Delaware is the right state for you at all.
If you would rather compress steps 1 through 6 into one order, with the agent, filing, EIN and bank-ready documents handled as a single chain, that is exactly what the Delaware formation package does.
Frequently asked questions
How long does it take to register an LLC in Delaware?
State approval takes about ten business days standard, or one day with the $50 expedite ($100 same-day before 2 p.m. ET). A fully operational setup with EIN and bank account takes one to six weeks for a non-resident, depending mostly on the EIN method.
Can a non-US citizen form a Delaware LLC?
Yes. There is no citizenship, residency, SSN or visit requirement to form or own a Delaware LLC. You need a Delaware registered agent and, practically, an EIN. Details in the non-resident guide.
Do I need to live in or visit Delaware?
No. The entire process, formation, EIN and banking, can be done remotely. Your registered agent provides the required Delaware address.
Can I be my own registered agent?
Only if you have a physical street address in Delaware. Non-residents must hire one, at roughly $50 to $300 per year.
Is an operating agreement required in Delaware?
It is not filed with the state, but Delaware law contemplates one and banks require it, because it is the only document that proves who owns the LLC. Do not skip it.
Can I get an EIN without an SSN?
Yes, and it is free. Use Form SS-4 with line 7b marked "Foreign": by phone on +1 267-941-1099 the EIN is issued during the call; by fax the IRS quotes around four business days, though in practice it often takes four to eight weeks. The online tool requires an SSN or ITIN.
Why was my Delaware LLC name rejected?
Usually because it is not distinguishable from an existing entity, and Delaware ignores endings when comparing: "Acme Inc." blocks "Acme LLC." Missing designators and restricted words are the other common causes. You get a refund and re-file under a new name.
Does my Delaware LLC need a business license or annual report?
No annual report for LLCs, just the flat annual tax due June 1. A Delaware business license only applies if you actually conduct business inside Delaware, which most non-resident founders never do; see the cost guide for the full recurring bill.
Sources
- Delaware Division of Corporations: how to form a new business entity, fee schedule and expedited services
- IRS: Form SS-4 and applying for an EIN as an international applicant
- FinCEN: beneficial ownership information reporting (March 2025 interim final rule)
Delaware state fees, cutoff times and document requirements are official as of July 2026 (Division of Corporations fee schedule and expedited services page). IRS timelines follow Form SS-4 guidance; real-world EIN waits vary and are described as such. The FinCEN BOI exemption reflects the March 2025 interim final rule, which was still not finalized at the time of writing; confirm current rules before relying on them.