Delaware Filing Fees: Formation, Franchise Tax, and Renewals

Delaware filing fees start at $110 to form an LLC and a minimum of $109 to incorporate, but the up-front filing is only part of the picture. Every Delaware entity also owes an annual tax, and separate fees apply to amendments, dissolutions, revivals, certificates of good standing, and expedited processing. The figures below come from the Division of Corporations fee schedule revised August 1, 2024.

What It Costs to Form an Entity

A domestic LLC files a Certificate of Formation for a flat $110.¹ The fee doesn’t change with membership size or capital structure.

A domestic corporation files a Certificate of Incorporation for a minimum of $109.¹ “Minimum” is the operative word. The filing fee climbs when a corporation authorizes a large share count or uses par values that push total authorized capital higher. A small startup with a modest share structure typically pays the floor; a company authorizing millions of shares pays more at the filing stage.

If you want to lock in a business name before filing, a name reservation costs $75 and holds the name for 120 days, with the option to renew or transfer during that window.²

LLCs and corporations both need a registered agent with a physical Delaware address. The state filing covers the initial designation, but the agent’s own service fee is separate and paid directly to the agent. Third-party registered agent services typically run from around $50 to $300 or more per year.

Annual Taxes You’ll Owe

LLCs, LPs, and GPs

Every domestic or foreign LLC, limited partnership, and general partnership registered in Delaware owes a flat $300 annual tax, due on or before June 1.³ There is no annual report to file. There is also no proration: if the entity existed at any point during the calendar year, the full $300 is owed.

Miss June 1, and Delaware adds a $200 penalty plus interest at 1.5% per month on the combined balance.³ That interest compounds, so a few months of delay adds up quickly.

Corporations

Domestic corporations have two obligations: an Annual Report and a franchise tax, both due online by March 1. The Annual Report itself carries a flat $50 filing fee on top of whatever franchise tax the corporation owes.⁴

The franchise tax itself is variable, with a $175 minimum and a $200,000 maximum under either calculation method. Large Corporate Filers face a $250,000 cap instead.⁵

Missing March 1 triggers a $200 penalty plus 1.5% monthly interest on the outstanding tax and penalty.⁴

How Corporate Franchise Tax Is Calculated

Delaware defaults to the Authorized Shares Method when it generates your tax notice, but you can switch to the Assumed Par Value Capital Method when filing your Annual Report and pay whichever is lower. For corporations with high authorized share counts and modest assets, the second method usually wins by a wide margin. Run both.

Authorized Shares Method

This method looks only at how many shares the corporation is authorized to issue, ignoring par value:⁵

5,000 shares or fewer: $175 (the minimum)
5,001 to 10,000 shares: $250
Each additional 10,000 shares or fraction thereof: add $85

Assumed Par Value Capital Method

This method ties the tax to the corporation’s actual gross assets as reported on federal Form 1120, Schedule L, together with the ratio of issued to authorized shares:⁵

Divide total gross assets by total issued shares to get an assumed par value per share.
Multiply that figure by total authorized shares to get the assumed par value capital.
The tax is $400 per $1,000,000 of assumed par value capital, or fraction thereof.

The minimum under this method is $400, and the same $200,000 ceiling applies.⁵

Fees for Changes After Formation

Most structural or administrative changes require their own filing and fee.

An LLC pays $220 to amend its Certificate of Formation.¹ A corporation pays a minimum of $214 for a Certificate of Amendment, with the fee rising if the amendment changes the authorized stock structure.⁶

Changing a registered agent or registered office address costs $50 for both LLCs and corporations.¹

Mergers charge each participating entity separately. The LLC-side merger fee is $220 and the corporation-side is $239, so merging a Delaware LLC into a Delaware corporation runs at least $439 combined. Conversions also carry their own fees. Converting another entity into a Delaware LLC, for example, costs $220 for the conversion plus the formation fee for the resulting entity.¹

Ending or Reviving an Entity

To formally wind down, an LLC files a Certificate of Cancellation for $220, and a corporation files a Certificate of Dissolution for $224. All accrued taxes must be paid through the filing date.¹

Simply going dormant is worse than dissolving. Taxes, penalties, and interest keep accruing until the entity is either revived or formally ended, and Delaware will eventually void a delinquent entity while the tax obligations remain outstanding.

A voided LLC is revived with a Certificate of Revival for $220, plus full payment of every overdue tax, penalty, and interest charge.⁷ A voided corporation files a Certificate of Renewal and Revival for $189, again with all back taxes due.¹ The back-tax bill is usually where the real cost sits.

Foreign Entity Registration

Entities formed in another state that want to do business in Delaware register as foreign entities. A foreign LLC files a Certificate of Registration for $200.⁸ Foreign corporations pay a higher registration fee. After registration, foreign entities owe the same ongoing taxes as domestic ones: $300 annually for LLCs and LPs, and the franchise tax calculation described above for corporations.

Foreign corporations file their Annual Report by June 30 rather than March 1. The report fee is $125, with a $125 penalty for filing late.⁴

Certificates, Copies, and Expedited Service

Banks, lenders, and counterparties routinely ask for proof of good standing or certified document copies. Delaware charges:¹

Short-form Certificate of Good Standing: $50 (confirms current tax status and, for corporations, that the Annual Report is filed)
Long-form Certificate of Good Standing: $175 (adds the full filing history since formation)
Certified copy of any filed document: $50

Standard processing can take several weeks. Expedited service costs extra on top of the underlying filing fee:¹

24-hour (next-day): $100
Same-day: $200
Two-hour priority: $500
One-hour priority: $1,000 per document

Paying to expedite moves your document to the front of the line but doesn’t guarantee approval. A filing with errors will still be rejected, and you’ll need to correct and refile.

A Note on Gross Receipts Tax

The franchise tax is not the same as Delaware’s gross receipts tax. Gross receipts tax applies only to businesses actually conducting operations in the state, with rates from roughly 0.1% to about 2.0% depending on activity and a monthly exclusion that starts at $100,000 before tax is owed.⁹ A holding company or LLC that only maintains its legal domicile in Delaware without doing business there does not owe it.

1
Delaware Department of State. Delaware Division of Corporations Fee Schedule
2
Division of Corporations – State of Delaware. Name Reservation Applications
3
Division of Corporations – State of Delaware. LLC/LP/GP Franchise Tax Instructions
4
State of Delaware Division of Corporations. Annual Report and Tax Instructions
5
Division of Corporations – State of Delaware. How to Calculate Franchise Taxes
6
Delaware Division of Corporations. Certificate of Amendment for Stock Corporation Instructions
7
Delaware Division of Corporations. Certificate of Revival for Limited Liability Company
8
Delaware Division of Corporations. Certificate of Registration of Foreign Limited Liability Company
9
State of Delaware. Gross Receipts Tax FAQs