Delaware Companies
Formation & Compliance Guide
Form a Delaware LLC, LP, or Corporation in as little as the same business day and anchor your venture in the United States’ most business-friendly jurisdiction. Governed by the Delaware General Corporation Law and the Delaware Limited Liability Company Act—renowned for flexible governance, creditor-protected Series LLC options, and the precedent-setting Court of Chancery—Delaware offers predictable case law, nationwide credibility, and a flat US $300 annual franchise tax for LLCs. With no state income tax on revenue earned outside Delaware, streamlined online filings and Corporate Transparency Act (CTA) beneficial-ownership compliance built into our workflow, we deliver a turnkey package: name reservation, Certificate of Formation or Incorporation, bespoke Operating or Bylaws Agreement, registered agent in Wilmington, EIN acquisition, and ongoing annual-report reminders. Whether you’re structuring a domestic hedge-fund feeder, launching a SaaS start-up, or protecting IP within a holding company, our Delaware company-formation service provides a tax-efficient, investor-approved vehicle ready for immediate operation.
1 | Why Choose Delaware?
- Business‑friendly statute & Court of Chancery – 130+ years of precedent give managers and investors unrivalled legal certainty.
- Speed & simplicity – Same‑day electronic filings; certificates available within two hours for a modest expedite fee.
- Flexible entities – LLCs, Limited Partnerships, Series LLCs and Corporations can all tailor governance by contract.
- Tax efficiency – No Delaware corporate income tax on revenue earned outside the State; flat US $300 franchise tax for LLCs.
- Global credibility – More than 68 % of Fortune 500 companies are Delaware corporations.
2 | Legislative & Regulatory Updates
Statute / Rule | Highlights | |
|---|---|---|
Corporate Transparency Act (CTA) – effective 1 Jan 2024 | Most LLCs/LPs and small corporations must file Beneficial Ownership Information (BOI) with FinCEN within 90 days of formation (30 days from 2025). | |
Delaware General Corporation Law (DGCL) Aug 2022 Amendments | § 102(b)(7) now permits officer exculpation clauses in charters, reducing duty‑of‑care liability. | |
Delaware LLC Act Amendments (Aug 2023) | Allows amendment of a certificate of division; clarifies good‑standing requirements for Series LLCs. [oai_citation_attribution:5‡Bayard, P.A. | |
Franchise‑Tax Schedule 2025 | Minimum tax US $175 (authorized‑shares) / US $400 (assumed‑par‑value); LLC/LP flat US $300. |
3 | Entity Features at a Glance
Feature | LLC | Series LLC | LP (Limited Partnership) | C‑Corporation |
|---|---|---|---|---|
Governing Statute | Delaware LLC Act | LLC Act § 18‑215 | Delaware Revised Uniform Limited Partnership Act | DGCL |
Legal Personality | Single entity | Segregated internal “series” with asset‑liability silo | GP + LP; flow‑through taxation | Separate corporate entity |
Tax Treatment | Pass‑through by default | Same as LLC; series may elect differently | Pass‑through | Double‑layer or pass‑through (S‑Corp) |
Public Filings | Certificate of Formation only | Same; series details private | Certificate of Limited Partnership | Certificate + Annual Report |
Franchise Tax | US $300 flat | US $300 + US $300 per protected series | US $300 flat | Variable (min US $175) |
BOI Reporting (CTA) | Required | Required (each series) | Required |
4 | Formation Process (36 Hours)
- Name Availability & Reservation
- Draft Organisational Documents – LLC Operating Agreement, LP Agreement or Certificate of Incorporation.
- E‑File with Delaware Division of Corporations – obtain stamped certificate.
- EIN & IRS Classification – same‑day issuance where we are authorised designee.
- Post‑Formation Resolutions – opening bank accounts, member or shareholder registry, BOI filing.
- Franchise‑Tax & Registered‑Agent Setup – calendar reminders to avoid penalties.
5 | Annual Maintenance
Obligation | LLC / LP | Corporation |
|---|---|---|
Franchise‑tax payment | US $300 by 1 June | Tax + Annual Report by 1 Mar (or 15 Apr for exempt corps) |
Beneficial‑Ownership update (FinCEN) | Within 30 days of change (from 2025) | Same |
Registered‑agent renewal | Annually | Annually |
Annual meeting / minutes | Not required by statute | Required under DGCL bylaws |
Late franchise‑tax filings incur penalty + 1.5 %/month interest.
6 | Fixed‑Fee Incorporation Packages
Entity | Package Price* |
|---|---|
Delaware LLC | US $1,250 |
Delaware LP | US $1,450 |
Delaware C‑Corporation | US $1,600 |
*Includes Division of Corporations filing fee, 24‑hour expedite, first‑year registered agent, bespoke governing document, EIN application and initial BOI filing.
7 | Complementary Services
- Series LLC & Protected‑Series creation
- Redomiciliation from Cayman/BVI to Delaware (or vice‑versa)
- S‑Corp election & 83(b) filings for start‑ups
- Delaware Public Benefit Corporation (PBC) conversions
- Fund feeder setup pairing with Cayman/BVI master
Ready to Form Your Delaware Entity?
Book a 20‑minute strategy call and receive a customised formation roadmap.