Delaware LLC Act: Full Reference - Anonymousllc.co's 2026 reference. Covers the rule, the controlling statute or regulation, common questions, and how Anonymousllc.co handles it in practice. Primary-source citations linked throughout.
Codified at Title 6, Chapter 18 of the Delaware Code. § 18-201 governs formation; the Court of Chancery has exclusive jurisdiction under § 18-111.
Open full text →The Delaware Limited Liability Company Act is codified at 6 Del. C. § 18-101 through § 18-1208. It is the most heavily litigated LLC statute in the US, with a deep Court of Chancery case-law overlay that makes outcomes predictable. The Act is known for two features that draw founders and investors: strong enforcement of the operating agreement and a broad freedom-of-contract policy. Where other states impose defaults, Delaware lets the LLC agreement set the rules. The chapter spans formation, management, member rights, fiduciary duties, dissolution, franchise tax, and the Series LLC. Coverage is current as of the "Last updated" date at the top of the page.
A Delaware LLC is formed by filing a Certificate of Formation with the Delaware Division of Corporations under 6 Del. C. § 18-201. The required fields are the LLC name and the registered agent's Delaware office address, and the filing fee is $110. Members and managers are not required on the Certificate. That omission is the statutory basis for Delaware anonymous-LLC formation - the public record shows only the entity name and registered agent. The LLC comes into existence when the Certificate is filed and the Division assigns a Delaware File Number. Anonymousllc.co files the Certificate through a Delaware registered-agent partner, with the $110 state fee shown as the state-fee line in our $407 total.
Section 18-111 gives the Delaware Court of Chancery jurisdiction over disputes interpreting the LLC Act and operating agreements. This specialised business court is the foundational reason VC-backed startups choose Delaware. The Court of Chancery hears business disputes without juries, before judges who decide corporate and LLC matters daily. Its large body of written opinions lets parties predict how a dispute will be resolved before it starts. That predictability is a competitive advantage no newer LLC state matches. For an investor-facing entity, the ability to forecast litigation outcomes is worth the Act's higher cost relative to Wyoming.
Section 18-1101 declares that Delaware's policy is 'to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.' The operating agreement can override almost every statutory default. This freedom lets founders design governance, economics, and control to fit the deal: custom profit allocations, tailored voting, and bespoke transfer restrictions. The Act enforces what the parties wrote. Fiduciary duties may be modified or eliminated under the Act, subject only to the implied contractual covenant of good faith and fair dealing, which cannot be waived. Anonymousllc.co delivers an operating agreement that uses this flexibility while preserving the good-faith floor.
Section 18-1107 sets a flat $300 annual franchise tax for every Delaware LLC, due June 1 each year. There is no annual report content requirement - Delaware collects the tax, not a member or manager listing. Late payment triggers a $200 penalty plus 1.5% monthly interest. The tax is paid through the Division's portal at corp.delaware.gov/paytaxes using the LLC's Delaware File Number as the taxpayer ID. The flat structure means the tax does not scale with income or assets. Anonymousllc.co sends Delaware clients a WhatsApp reminder ahead of the June 1 deadline every year so good standing is never lost to a missed payment.
A Delaware Series LLC, authorised under § 18-215, is a single LLC that contains designated series - internal cells, each with separate assets, separate liabilities, and, when statutory requirements are met, liability shielding between series. Delaware was the first state to authorise it, in 1996. The structure suits a real-estate portfolio holding several properties, where each property sits in its own series and a claim against one series does not reach the assets of another. It reduces the cost of forming many separate LLCs. Series LLC treatment is not recognised identically in every state, so cross-border operation calls for planning. Anonymousllc.co forms standard Delaware LLCs; founders needing a series structure discuss it at intake.
No. Under § 18-201, only the LLC name and the registered agent's Delaware office appear on the Certificate of Formation. Members and managers are not part of the public record, which is what makes a Delaware LLC anonymous. Beneficial owners are recorded in private sources: the operating agreement, the member ledger, and the bank's BSA/CIP file. None of these is a public register searchable by a competitor or litigant. Delaware collects no annual report content beyond the franchise tax, so ownership never surfaces through an annual filing either. Anonymousllc.co structures the entity so the only public parties are the LLC name and the registered agent.
Yes. Section 18-1101(c) allows the operating agreement to expand, restrict, or eliminate fiduciary duties, with one floor - the implied contractual covenant of good faith and fair dealing cannot be waived. This is a powerful and distinctive feature of Delaware law. For a manager-managed LLC or a fund structure, eliminating or narrowing fiduciary duties gives managers certainty about their obligations. The parties define the standard of conduct in the agreement itself. The good-faith covenant remains as a backstop against outright bad-faith conduct. Anonymousllc.co's operating agreement uses this flexibility deliberately, keeping the non-waivable good-faith floor intact.
Yes. Delaware is one of the two most common non-resident choices alongside Wyoming. Section 18-201 requires no SSN or US residency - only the LLC name and a Delaware registered agent - so a non-resident forms on the same terms as a US owner. Members never appear on the public Certificate of Formation, so a non-resident owner's identity stays off the record. The federal EIN step differs procedurally: Anonymousllc.co obtains it by fax for non-residents. The Delaware LLC is $407 all-in through Anonymousllc.co ($297 plus the $110 state fee), with the $299 ITIN available where a bank or tax matter requires one. Banking follows through 4-5 partner banks that accept non-resident-owned US LLCs.
A Delaware LLC costs $407 all-in to form through Anonymousllc.co ($297 fulfillment plus the $110 state filing) and about $400 a year to maintain from year two - the $300 flat franchise tax plus $100/year for the registered agent. Year one bundles the registered agent, operating agreement, EIN, and 4-5 US bank applications into the $407. The $110 Certificate of Formation fee is set by § 18-201 and the $300 franchise tax by § 18-1107. Compared with Wyoming's $397 total and $60 annual license tax, Delaware costs more to run, and the trade is the Court of Chancery and case-law depth. Anonymousllc.co matches the state to whether the entity is investor-facing or cost-sensitive.
Anonymousllc.co files the Certificate of Formation under § 18-201 through a Delaware registered-agent partner, delivers a freedom-of-contract operating agreement under § 18-1101, obtains the EIN, and applies to 4-5 banks. The Delaware LLC is $407 all-in ($297 + $110 state). We supply a name checked against the Division's database, the registered agent's Delaware address, and an operating agreement that uses the Act's flexibility while keeping the non-waivable good-faith floor. Year-one registered agent is included. Start the intake on WhatsApp. We confirm scope, file with the Division, and set the annual franchise-tax reminder so the entity stays in good standing under § 18-1107.
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