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Business Formation Guide
formationUpdated 2026-03-30

What is the Minimum Number of Members for an LLC in Delaware?

Delaware requires a minimum of one member to form an LLC. Under 6 Del. C. § 18-201, a single person can organize, own, and operate an LLC without co-members. Single-member LLCs receive identical liability protection and tax flexibility as multi-member structures, making Delaware ideal for solo entrepreneurs.

Formation Requirements

The organizer filing the Certificate of Formation need not be a member or manager—providing flexibility in ownership structure. Your filing must include the LLC name (with "LLC," "L.L.C.," or "Limited Liability Company"), a Delaware registered office address, and a registered agent name. The $110 filing fee applies regardless of member count, with processing in 2–3 business days standard or expedited options available.

Single-Member LLC Advantages

A one-member LLC shields your personal assets from business debts and claims—the same protection multi-member LLCs provide. Foreign individuals and entities may serve as sole member without restriction. Delaware does not require you to disclose member names in the Certificate of Formation, preserving privacy.

Tax Treatment

A single-member LLC is taxed as a sole proprietorship by default for federal purposes. You can elect corporate taxation (Form 8832) if your business structure benefits from that treatment. You must obtain an EIN from the IRS if hiring employees or maintaining a separate business bank account.

Operating Agreement

While Delaware law does not require an operating agreement for single-member LLCs, drafting one is strongly recommended. It documents your management authority, capital contributions, profit distribution, and succession planning—critical for maintaining liability protection and clarity if circumstances change.

Next Steps

  1. Check name availability at https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx (free search).
  2. File your Certificate of Formation online at https://icis.corp.delaware.gov/eCorp/ with the Delaware Division of Corporations.
  3. Obtain an EIN from the IRS (free; required for tax purposes).
  4. File a DBA with your county prothonotary if operating under a different name.
  5. Draft an Operating Agreement to clarify ownership and management structure.

Contact: Delaware Division of Corporations, (302) 739-3073 or https://corp.delaware.gov/

This is general information, not legal advice.