Delaware LLC Formation Package and Operating Agreement
A Delaware LLC is formed by filing a short certificate of formation with the Secretary of State, and the certificate does not have to name the members or managers. Nearly everything else lives in the LLC agreement, which the statute enforces to the maximum extent of the parties' freedom of contract. The running cost rose in 2026: the annual tax is now $400.
What Delaware law does to this document
The certificate of formation
The certificate must state the LLC's name, the address of its registered office, and the name and address of its registered agent. Nothing else is required. The LLC exists from the time of filing, or from a later date stated in the certificate that is no more than 180 days out. The Division of Corporations fee schedule revised August 1, 2026 lists $110 for a domestic LLC formation.
6 Del. C. §§ 18-201, 18-206(b)Name and registered agent
The name must contain the words Limited Liability Company or the abbreviation L.L.C. or LLC, and it must be distinguishable on the Secretary of State's records. Every LLC must keep a registered office and a registered agent in Delaware. The agent may be the LLC itself, an individual resident of Delaware, or a qualifying business entity.
6 Del. C. §§ 18-102, 18-104Annual tax of $400 and no annual report
Every Delaware LLC owes a flat annual tax of $400, due June 1 for the prior calendar year. House Bill 400, signed May 21, 2026, raised it from $300 with effect from January 1, 2026. Late payment adds a $200 penalty and interest of 1.5 percent per month, and a certificate is cancelled if the tax stays unpaid for 3 years. The Division of Corporations states that LLCs do not file an annual report.
6 Del. C. §§ 18-1107, 18-1108The agreement controls, including fiduciary duties
The Act's stated policy is to give maximum effect to freedom of contract and to the enforceability of LLC agreements. The agreement may expand, restrict or eliminate the duties of members and managers, fiduciary duties included. It may not eliminate the implied contractual covenant of good faith and fair dealing. An LLC agreement can be written, oral or implied, and a single-member agreement is enforceable.
6 Del. C. §§ 18-101, 18-1101(b), (c)Creditors of a member are limited to a charging order
A judgment creditor of a member may obtain a court order charging the member's interest, which entitles the creditor only to distributions the member would have received. The charging order is the exclusive remedy against the interest. The statute says this holds whether the LLC has one member or more than one.
6 Del. C. § 18-703Federal: beneficial ownership reporting no longer applies to domestic LLCs
This is federal law. FinCEN exempted companies created in the United States from beneficial ownership reporting by an interim final rule published March 26, 2025, and a final rule issued August 11, 2026 made the exemption permanent. Entities formed under foreign law that register to do business in a state must still report. A newly formed Delaware LLC has no federal beneficial ownership filing to make under the current rule.
FinCEN, Beneficial Ownership Information Reporting Requirement Revision (interim final rule published March 26, 2025; final rule issued August 11, 2026)Where people go wrong in Delaware
- Filing the generator's Part One as drafted: it is titled Articles of Organization and carries purpose, duration and management terms, while Delaware's filing is a certificate of formation that needs only the name, registered office and registered agent, so the document has to be retitled and conformed or replaced with the Division of Corporations form.
- Missing the June 1 annual tax, which adds a $200 penalty and 1.5 percent monthly interest and takes the LLC out of good standing.
- Operating without a signed written agreement, which leaves the members arguing over an oral or implied agreement that Delaware will still treat as the LLC agreement.
How the generator works
Articles of Organization plus a full Operating Agreement, adaptable to single-member or multi-member and member-managed or manager-managed. Answer a short interview and the draft assembles as you go, with Delaware already set as the governing state. Download it as PDF or Word. No fee. No account.