One document
A Delaware LLC is formed by a certificate of formation, executed by "1 or more authorized persons" and filed with the Delaware Secretary of State. Section 18-201(a) requires it to set out:
- the name of the LLC;
- the address of the registered office, and the name and address of the registered agent required by § 18-104;
- any other matters the members determine to include.
That is the whole of the statutory content. Note the third item: everything beyond the name and the agent is optional.
Members' names are not required. Neither is any statement of capital, purpose or duration. Section 18-102(2) says the name may contain a member's or manager's name — a permission, not an obligation.
When it takes effect — § 18-201(b): the LLC "is formed at the time of the filing of the initial certificate of formation", or at a later date or time specified in the certificate. There is no waiting period and no approval step.
Section 18-201(e) adds a useful saving rule: a certificate substantially complies even if it does not expressly label the registered agent as such, so long as the name and address are there.
The name
Under § 18-102 the name:
- must contain "Limited Liability Company", "L.L.C." or "LLC";
- must be distinguishable on the Secretary of State's records from other Delaware or qualified foreign entities — unless the other entity gives written consent, which is filed with the Secretary of State;
- may contain "Company", "Association", "Club", "Foundation", "Fund", "Institute", "Society", "Union", "Syndicate", "Limited", "Public Benefit" or "Trust";
- may contain a member's or manager's name;
- must not contain "bank" or a variation of it, with exceptions for regulated banking entities.
A name may be reserved, for $75 (§ 18-1105(a)(1)).
Distinguishability is tested against the registry's own records only. Delaware does not screen the name against trademarks — exactly as Uzbekistan's System does not. A name can be validly registered in either country and still infringe someone's mark.
Registered office and registered agent
Section 18-104(a): every LLC must have and maintain in Delaware:
- a registered office, "which may but need not be a place of its business in the State of Delaware"; and
- a registered agent for service of process, whose business office is identical to the registered office. The agent may be the LLC itself, an individual resident in Delaware, a domestic entity, or a foreign entity.
This is a continuing obligation, not a formation step. Section 18-104(d): if the agent resigns without a successor and the LLC fails to designate a new one within 30 days, the certificate of formation is cancelled.
Commercial agents charge for the service, and it is a real annual cost. The amount is not set by statute and no figure is given here; ask the agent directly before choosing one.
The LLC agreement
The question is usually put as "is an operating agreement legally required, or merely advisable?" In Delaware both answers are wrong.
Section 18-101(9): an LLC agreement means any agreement — written, oral or implied — of the member or members as to the affairs of the company and the conduct of its business; the company "is not required to execute" it; a single-member LLC's agreement is not unenforceable for having one party; and it "is not subject to any statute of frauds". Under § 18-201(d) it may be entered into before, after or at the time of filing the certificate.
So Delaware assumes an LLC agreement exists, allows it to be oral or implied, and never sees it: it is not filed and it is not public.
That banks, investors and courts will ask for a written agreement is a commercial observation, not a legal requirement. The two should not be run together.
Execution: no notary
Section 18-204(d): executing a certificate "constitutes an oath or affirmation, under the penalties of perjury in the third degree" that the facts stated are true. Section 18-204(b): an authorisation to sign, including a power of attorney, "need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed".
For a reader coming from Uzbekistan this is a structural difference: Delaware places its assurance in a perjury oath rather than in a notary. In forming a Delaware LLC there is nothing to notarise and nothing to apostille.
The statutory fees
These are the statutory fees, from the version of § 18-1105 effective 1 August 2026:
| Certificate of formation | $70 |
|---|---|
| Name reservation | $75 |
| Certificate of good standing | $50 |
| Certified copy | $50 (+ $2 per page) |
| Preclearance of a document | $350 |
| Certificates of amendment / cancellation / merger and most others | $180 |
The expedited tiers in § 18-1105(b) are stated as ceilings: within 30 minutes, same day — up to $10,000; within 1 hour — up to $2,500; within 2 hours — up to $1,500; same day — up to $500; within 24 hours — up to $300.
Read "up to" literally. These are statutory maximums; the Secretary of State establishes, and may from time to time amend, the schedule of specific fees. Quoting them as prices would be wrong.
$70 is not the all-in cost of forming a company. It is the statutory fee for the certificate of formation. A registered agent charges separately, and the Delaware Division of Corporations' published fee schedule and standard (non-expedited) processing time were not checked for this article — so no standard turnaround is stated here.
What is on the public record
The certificate of formation only: the name, the registered office and the agent — plus whatever the members chose to add. Members' names do not reach the public record unless the members put them there.
The LLC agreement is never filed. Federal beneficial-ownership reporting is covered in a separate article.
Where to go next
What changes for a non-resident (EIN, agent, banking) and the annual obligations are separate articles. The side-by-side against Uzbekistan is in the comparison table: the two systems reach a similar speed by opposite routes — Uzbekistan automated a substantive review down to 30 minutes, Delaware does not conduct one.