Delaware Corporation Costs
--|---------|---------|----------| | Col 1 | Col 2 | Col 3 | Col 4 |
| Authorized Shares (≤5,000) | $175 | $200,000 | Small corporations, startups |
|---|---|---|---|
| Assumed Par Value | $400 | $250,000 | Large corporations |
Most startups use the authorized shares method because it produces lower minimum tax. Calculate both methods and pay whichever is lower.
Annual Report Fee
You must file an annual franchise tax report each year by March 1. The filing fee is $50.00 under 8 Del. C. § 391(a)(18). This report is separate from your franchise tax payment and must be submitted even if you owe no franchise tax (though this is rare for operating corporations).
The first annual report is due on March 1 of the year following your incorporation. If you incorporate on June 15, 2026, your first report is due March 1, 2027. Online filing is available through the Division's system, reducing processing delays.
Failure to file the annual report by the deadline does not automatically dissolve your corporation, but it may result in administrative penalties and loss of good standing status. The Division may refuse to issue certificates of good standing or accept other filings if your annual report is delinquent.
Combined Annual Deadline:
Both your franchise tax and annual report fee are due March 1 each year. You can pay both obligations simultaneously through the Division of Corporations' online portal or by mail.
Registered Agent Costs
You must maintain a registered agent with a Delaware office address. While the state does not charge a fee for this requirement, you'll pay a private registered agent service between $100–$300 annually, depending on the provider and service level. Some agents offer basic services (mail forwarding, document receipt) at the lower end; others provide additional compliance support.
If you serve as your own registered agent, you must maintain a physical Delaware office address open during business hours. This option eliminates the agent fee but requires you to personally accept service of process and maintain compliance records in Delaware.
Changing your registered agent or office address costs $50 under 8 Del. C. § 391(a)(12). You file a Certificate of Change of Location or Change of Registered Agent with the Secretary of State.
Registered Agent Options:
- Professional service: $100–$300/year (no personal Delaware presence required)
- Self-service: $0 (requires maintaining a physical Delaware office address)
- Change of agent: $50 filing fee
Corporate Income Tax
Delaware imposes a flat 8.7% corporate income tax on corporations with Delaware-sourced income. This applies to net income derived from business conducted in Delaware, including sales, services, and other activities within the state.
If your corporation operates entirely outside Delaware, you may owe no Delaware income tax. However, if you have any Delaware-source income—such as rental income from Delaware property or services performed in Delaware—the 8.7% rate applies to that portion of your net income.
You must file a Delaware corporate income tax return with the Division of Revenue if you have Delaware-source income. Estimated tax payments are due April 15, June 15, September 15, and January 15 each year. The Division of Revenue administers these taxes separately from the Secretary of State's franchise tax.
Important: Franchise tax and corporate income tax are separate obligations. You owe both if your corporation has Delaware-sourced income and operates in Delaware.
Director and Officer Requirements
Delaware requires a minimum of one director under 8 Del. C. § 141(b), and directors need not be stockholders or Delaware residents. This flexibility allows you to maintain a lean governance structure with a single director who may be located anywhere in the world.
You may establish a board of multiple directors by specifying the number in your bylaws or Certificate of Incorporation. Directors serve until their successors are elected and qualified, and you may remove directors with or without cause by majority stockholder vote (unless your Certificate provides otherwise).
There is no state fee for appointing or changing directors. However, if you need to amend your Certificate of Incorporation to change director provisions, you'll pay the amendment fee ($30–$75 depending on whether authorized shares increase).
Director Qualifications:
- Minimum of one director required
- No Delaware residency requirement
- No citizenship requirement
- Directors need not be stockholders
- No state fee for appointment or removal
Ongoing Compliance Costs
Beyond franchise tax and annual report fees, you'll incur costs for maintaining corporate compliance. These include:
Bylaws and Resolutions: You must adopt bylaws (no state fee required) and may need to amend them as your business evolves. Amendments cost nothing at the state level but may require legal review.
Certificate Amendments: If you increase authorized shares, change your corporate name, or modify other Certificate provisions, you'll pay $30–$75 per amendment under 8 Del. C. § 391(a)(2)–(3).
Registered Agent Renewal: Annual registered agent fees ($100–$300) recur each year.
Certificates and Certified Copies: If you need certified copies of your Certificate of Incorporation or a certificate of good standing, the Secretary of State charges $50 per certificate plus $2.00 per page for copies under 8 Del. C. § 391(a)(10)–(11).
Merger, Conversion, or Dissolution: If you merge with another entity, convert to an LLC, or dissolve, filing fees range from $10–$165 depending on the transaction type under 8 Del. C. § 391(a)(5)–(27).
Compliance Cost Summary:
| Item | Cost | Frequency |
| Certificate amendment (no share increase) | $30 | As needed |
|---|---|---|
| Certificate amendment (with share increase) | $75 | As needed |
| Registered agent renewal | $100–$300 | Annually |
| Certified copy of Certificate | $50 + $2/page | As needed |
| Certificate of good standing | $50 | As needed |
First-Year Cost Estimate
Your total first-year Delaware corporation costs break down as follows:
| Cost Category | Amount |
| Certificate of Incorporation filing | $89.00 |
|---|---|
| Franchise tax (minimum, authorized shares method) | $175.00 |
| Annual report fee (due March 1 following year) | $50.00 |
| Registered agent (annual, estimated) | $150.00 |
| Total First-Year Estimate | $464.00 |
This estimate assumes you incorporate mid-year, use the authorized shares method for franchise tax, and employ a mid-range registered agent service. If you incorporate early in the year, you'll pay franchise tax and annual report fees in the same calendar year, increasing first-year costs by $50.
If you use the assumed par value method instead of authorized shares, your franchise tax may be higher (minimum $400), increasing your first-year total to $539.00.
Timing Impact:
- Incorporation Jan–Feb: First franchise tax due March 1 of same year (adds $225 to Year 1)
- Incorporation Mar–Dec: First franchise tax due March 1 of next year (defers $225 to Year 2)
Ongoing Annual Costs
After your first year, your recurring annual costs are:
| Cost Category | Amount |
| Franchise tax (minimum) | $175.00 |
|---|---|
| Annual report fee | $50.00 |
| Registered agent (annual) | $150.00 |
| Total Ongoing Annual Estimate | $375.00 |
This assumes you maintain the minimum franchise tax and use a registered agent service. If your corporation grows and authorized shares exceed 5,000, your franchise tax will increase. For example, a corporation with 50,000 authorized shares pays approximately $500–$600 in franchise tax annually.
Cost Scaling with Growth:
As your authorized shares increase, your franchise tax rises on a graduated scale. Monitor your authorized share count annually and consider whether you need to increase it before the March 1 franchise tax deadline.
Delaware Corporation vs. LLC Cost Comparison
Delaware offers both corporation and LLC structures, each with different tax and fee implications:
| Cost Item | Corporation | LLC |
| Formation filing | $89.00 | $89.00 |
|---|---|---|
| Annual franchise tax (minimum) | $175.00 | $300.00 flat |
| Annual report fee | $50.00 | Included in franchise tax |
| Registered agent (estimated) | $150.00 | $150.00 |
| Total First-Year Estimate | $464.00 | $539.00 |
| Total Ongoing Annual | $375.00 | $450.00 |
Corporations offer lower minimum franchise taxes ($175 vs. $300 for LLCs), making them more cost-effective for small businesses. However, corporations face double taxation (corporate income tax plus shareholder tax on dividends) unless you elect S-corp status with the IRS. LLCs avoid double taxation through pass-through taxation but pay a higher flat franchise tax.
If you elect S-corp status for your Delaware corporation with the IRS, you'll owe Delaware corporate income tax only on net income after reasonable officer compensation, potentially reducing your overall tax burden compared to an LLC.
When Corporations Cost Less:
- You authorize 5,000 or fewer shares ($175 minimum franchise tax)
- You generate no Delaware-sourced income (avoiding 8.7% income tax)
- You don't need multiple series (LLCs charge $75 per series)
When LLCs Cost Less:
- You authorize more than 5,000 shares (corporation franchise tax exceeds $175)
- You generate significant Delaware-sourced income (corporation owes 8.7% income tax)
- You want predictable costs (LLC's flat $300 vs. corporation's variable franchise tax)
Cost Reduction Strategies
Serve as Your Own Registered Agent: Eliminate the $150 annual agent fee by maintaining a Delaware office address and accepting service of process yourself. This requires physical presence or a mail-forwarding arrangement in Delaware.
Minimize Authorized Shares: Keep authorized shares at or below 5,000 to maintain the $175 minimum franchise tax. You can increase authorized shares later by amending your Certificate (paying the amendment fee) if your business grows.
Use the Authorized Shares Method: For most small corporations, the authorized shares method produces lower franchise tax than the assumed par value method. Calculate both before filing.
Batch Certificate Amendments: If you need multiple amendments (name change, share increase, bylaw changes), file them simultaneously to avoid paying multiple $30 amendment fees.
Maintain Compliance: Avoid late penalties ($200 plus 1.5% monthly interest) by paying franchise tax and filing annual reports by their deadlines. Set calendar reminders for February 15 to prepare March 1 payments.
Time Your Incorporation: Incorporate late in the calendar year (after March 1) to defer your first franchise tax payment to the following year, improving cash flow.
Contact Information
For questions about Delaware corporation costs and fees, contact:
Delaware Division of Corporations
- Phone: (302) 739-3073
- Address: John G. Townsend Bldg., 401 Federal Street, Suite 4, Dover, DE 19901
- Website: https://corp.delaware.gov/
- Online Filing: https://icis.corp.delaware.gov/eCorp/
- Business Search: https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx
Delaware Division of Revenue (for income tax questions)
- Website: https://revenue.delaware.gov/
The Division of Corporations can provide current fee schedules, filing deadlines, and guidance on specific cost scenarios. The Division of Revenue handles corporate income tax questions and estimated payment schedules.
Quick Reference: Delaware Corporation Fee Schedule (2026)
| Fee Item | Amount | Statute | Due Date |
| Certificate of Incorporation filing | $89.00 | 8 Del. C. § 101 | Upon formation |
|---|---|---|---|
| DCIS data entry | $5.00 | 8 Del. C. § 391(a)(7) | Upon formation |
| Franchise tax (minimum, authorized shares ≤5,000) | $175.00 | 8 Del. C. § 503 | March 1 annually |
| Franchise tax (minimum, assumed par value) | $400.00 | 8 Del. C. § 503 | March 1 annually |
| Franchise tax (maximum) | $200,000–$250,000 | 8 Del. C. § 503 | March 1 annually |
| Annual report fee | $50.00 | 8 Del. C. § 391(a)(18) | March 1 annually |
| Certificate amendment (no share increase) | $30.00 | 8 Del. C. § 391(a)(3) | Upon filing |
| Certificate amendment (with share increase) | $75.00 | 8 Del. C. § 391(a)(2) | Upon filing |
| Change of registered agent/office | $50.00 | 8 Del. C. § 391(a)(12) | Upon filing |
| Certified copy of Certificate | $50.00 + $2/page | 8 Del. C. § 391(a)(10)–(11) | Upon request |
| Certificate of good standing | $50.00 | 8 Del. C. § 391(a)(11) | Upon request |
| Corporate income tax rate | 8.7% flat | Delaware tax code | Quarterly estimates + annual return |
| Late payment penalty | $200 + 1.5% monthly interest | 8 Del. C. § 18-1107 | Assessed immediately |