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- An LLC in Delaware is a different type of legal entity than a corporation
- An LLC exists because Delaware law treats it as a separate legal person
- A Delaware LLC is commonly governed by an LLC agreement which may be written, oral, or implied
- Delaware LLC law is built around freedom of contract but has important limits
- Limited liability is a core feature of an LLC but it is not absolute in every situation
- Delaware generally requires a registered agent and registered office for an LLC
- Forming a Delaware LLC typically involves a certificate of formation and state fees
- Ongoing Delaware state payments are different for LLCs than for corporations
- A Delaware corporation is formed and run under different default rules than an LLC
- The phrase LLC corporation can cause confusion about ownership and governance
- Common Delaware documents and portals often referenced for LLCs
- Sources
Key Facts
- State level: In Delaware, an LLC is formed by filing a certificate of formation, and the LLC exists as a separate legal entity until its certificate of formation is canceled.
- State level: Delaware LLC law generally places strong emphasis on freedom of contract and on enforcing LLC agreements, subject to limits such as the implied contractual covenant of good faith and fair dealing.
- State level: Under Delaware law, the debts and obligations of an LLC are generally the LLC’s own, and members and managers are not personally liable solely because of their status.
- State level: Delaware law recognizes an LLC agreement as potentially written, oral, or implied, and it may bind members and certain other persons even without signatures.
- State level: Delaware corporations are formed by filing a certificate of incorporation under Delaware’s General Corporation Law, which is a different statute than the LLC Act.
- State level: Delaware corporate law generally provides that the business and affairs of a corporation are managed by or under the direction of a board of directors, subject to statutory and charter-based exceptions.
- State level: Delaware generally requires business entities to maintain a registered office and registered agent in Delaware for service of process, including Delaware LLCs.
- State level: Delaware’s Division of Corporations administers entity filings and provides official online information about filings, forms, and ongoing state payments for Delaware entities.
As of January 2026, Delaware filing fees, annual taxes, and online filing procedures can change, so official state pages and statutes should be checked for the current amounts and requirements.
An LLC in Delaware is a different type of legal entity than a corporation
People sometimes say “LLC corporation” as shorthand for “a business entity,” but in Delaware law an LLC and a corporation are separate entity types governed by different statutes. Delaware LLCs are governed primarily by the Delaware Limited Liability Company Act (Title 6, Chapter 18). Delaware corporations are governed primarily by the Delaware General Corporation Law (Title 8, Chapter 1).
An LLC exists because Delaware law treats it as a separate legal person
In Delaware, a limited liability company is formed by filing a certificate of formation with the Delaware Secretary of State, and Delaware law states that a limited liability company formed under Chapter 18 is “a separate legal entity” whose existence continues until cancellation of its certificate of formation, as described in 6 Del. C. § 18-201.
A Delaware LLC is commonly governed by an LLC agreement which may be written, oral, or implied
Delaware’s LLC statute defines a “limited liability company agreement” broadly as any agreement of the member or members about the LLC’s affairs and business conduct, whether “written, oral or implied,” and it also explains that members, managers, and assignees can be bound by the LLC agreement even if they do not execute it, as described in 6 Del. C. § 18-101(9).
Delaware LLC law is built around freedom of contract but has important limits
Delaware’s LLC Act states a policy of giving maximum effect to freedom of contract and to enforceability of LLC agreements, and it permits fiduciary duties to be expanded, restricted, or eliminated by the LLC agreement, while also stating that the agreement may not eliminate the implied contractual covenant of good faith and fair dealing, as described in 6 Del. C. § 18-1101.
Limited liability is a core feature of an LLC but it is not absolute in every situation
Delaware law generally provides that an LLC’s debts, obligations, and liabilities are solely those of the LLC, and that members and managers are not personally obligated for those debts solely because they are members or managers, as described in 6 Del. C. § 18-303. Delaware law also recognizes that a member or manager may agree, under an LLC agreement or another agreement, to be personally obligated for certain LLC debts or obligations.
Delaware generally requires a registered agent and registered office for an LLC
Delaware LLC formation paperwork includes the address of the registered office and the name and address of the registered agent required to be maintained under Delaware law, as described in 6 Del. C. § 18-104. In general terms, a registered agent is the person or company that receives service of process and certain official communications for the entity in Delaware.
Forming a Delaware LLC typically involves a certificate of formation and state fees
Delaware law specifies a state filing fee for a certificate of formation; the Delaware LLC Act lists a fee amount for receipt for filing of a certificate of formation under 6 Del. C. § 18-1105. Delaware also publishes official, public guidance and online services through the Division of Corporations.
Ongoing Delaware state payments are different for LLCs than for corporations
Delaware’s Division of Corporations states that domestic and foreign Delaware LLCs are required to pay a $300 yearly tax on or before June 1 and that there is no annual report filing requirement for these alternative entities.
The same state page describes a $200 penalty and 1.5% interest per month for late payment, and it also notes that annual taxes are assessed if the entity is active in the Division of Corporations records at any time during the year.
For Delaware corporations, the Division of Corporations explains that domestic corporations generally file an annual report and pay franchise tax on or before March 1, and it describes related penalties and interest for late filings and unpaid tax balances.
A Delaware corporation is formed and run under different default rules than an LLC
A Delaware corporation is formed by filing a certificate of incorporation with the Division of Corporations, as described in 8 Del. C. § 101, and Delaware law lists required contents of the certificate of incorporation in 8 Del. C. § 102.
Delaware corporate law generally provides that the business and affairs of a corporation are managed by or under the direction of a board of directors (subject to statutory and charter-based exceptions), as described in 8 Del. C. § 141.
The phrase LLC corporation can cause confusion about ownership and governance
In everyday speech, “LLC corporation” may be used to mean “a formal business entity,” but it can blur real legal differences. An LLC’s internal governance is typically defined by its LLC agreement to a degree Delaware law strongly supports, while a corporation’s structure is often described in terms of directors, officers, and (for stock corporations) shares, with many default governance rules supplied by the General Corporation Law.
