Filings with the Delaware Secretary of State run through the Department of State’s Division of Corporations, which handles entity formation, annual franchise tax reports, status certificates, foreign qualification, apostilles, dissolutions, and reinstatements. Each filing type has its own form, deadline, and fee, and most require a Cover Memo as a routing sheet.1Division of Corporations – State of Delaware. Division of Corporations What you file depends on where you are in the entity’s life cycle.
Forming a New Entity
Every Delaware entity needs a unique name available in the state’s registry and a registered agent with a physical Delaware address. If you want to lock in a name before your formation documents are ready, you can file a Name Reservation Application for $75, which holds the name for 120 days. The same $75 fee applies to re-reserve, transfer, or cancel.2Division of Corporations – State of Delaware. Name Reservation Applications Reservation is optional; if your paperwork is ready, file directly.
Corporations
A Certificate of Incorporation must list the corporation’s name, the Delaware registered office address, the registered agent’s name, the nature of business, and the total authorized shares with par value (or a statement that shares have no par value). Multiple stock classes require share counts and par values broken out by class.3Delaware Code Online. Delaware Code Title 8 – General Corporation Law The filing fee starts at $89 for up to 5,000 no-par-value shares and climbs with more shares or higher par values. The share structure you pick at formation drives your franchise tax bill every year afterward, so it is worth thinking through before you file.
LLCs
A Certificate of Formation for an LLC requires only the LLC name, the registered agent’s name and address, and the effective date. The filing fee is $110.4Stripe. How Much Does It Cost to Form an LLC in Delaware Delaware does not require you to file an operating agreement with the state, but the state recognizes written, oral, and even implied agreements, which means a court can decide what your agreement is if you never wrote one down.
Registered Agent
Every entity must maintain a registered agent in Delaware at all times. An individual agent must generally be present at a designated Delaware location often enough to accept legal documents; a company agent must maintain a Delaware business office that is generally open during business hours. Agents representing more than 50 entities must have a natural person physically present at their Delaware office during normal business hours.5Delaware Division of Corporations. Registered Agent Listing Standards Commercial registered agent services typically run $49 to $125 per year.
How to Submit Filings and Expedited Options
You can submit documents through the Division’s online filing system or its Document Filing and Certificate Request Service.6Delaware Division of Corporations. Delaware Division of Corporations Every submission needs a Cover Memo with your contact information, entity file number (if any), and return instructions. The Division provides a fillable PDF, or you can use your own letterhead with the same information. Submit one Cover Memo per request, even for multi-document packages.7Division of Corporations – State of Delaware. Cover Memos
Standard processing can take several weeks. Four expedited tiers are available on top of the underlying filing fee:8Division of Corporations – State of Delaware. Expedited Services
- Next-day: $50 to $100, received by 7:00 PM ET.
- Same-day: $100 to $200, received by 2:00 PM ET.
- Two-hour: $500, received by 7:00 PM ET.
- One-hour: $1,000, received by 9:00 PM ET.
The two-hour and one-hour tiers mostly exist for last-minute deal closings. If you have a day of lead time, next-day service saves hundreds.
Looking Up an Entity and Proving Status
The Division runs a free online entity search that returns the name, file number, incorporation or formation date, and the registered agent’s name, address, and phone number. The free search does not confirm current good standing. The results page itself warns the listing “is not an indication of the current status of an entity.”9Delaware Division of Corporations. Division of Corporations – Filing
For actual status, two paid online options exist: a $10 status check showing whether the entity is active, and a $20 version that adds the last five filings, the franchise tax assessment, authorized shares, and tax due.10Division of Corporations – State of Delaware. Online Status Neither produces an official certificate. For a formal document, a short-form Certificate of Status is $50 and a long-form Certificate of Good Standing (listing every document ever filed, with dates) is $175.11Delaware Division of Corporations. Accessing Corporate Information Certified copies of specific filed documents cost $50 per document plus $2 per page.12Delaware Division of Corporations. Fee Schedule
Annual Franchise Tax Reports
Ongoing filings differ sharply by entity type, and missing a deadline is the most common way Delaware entities lose good standing.
Corporations: March 1
Every domestic corporation must file an annual franchise tax report by March 1.13Delaware Division of Revenue. Franchise Taxes The report lists the registered office, registered agent, nature of business, principal place of business, all directors as of the filing date, and the signing officer.14Delaware Code Online. Delaware Code Title 8 – Corporation Franchise Tax – Section 502 The filing fee is $50 for taxable corporations and $25 for exempt ones, in addition to the franchise tax.15Division of Corporations – State of Delaware. Annual Report and Tax Information
Corporations calculate franchise tax by whichever of two methods produces the lower bill:
- Authorized Shares method: $175 for up to 5,000 shares (the minimum), $250 for 5,001 to 10,000 shares, and $85 for each additional 10,000 shares or portion thereof above that.16State of Delaware. Corporate Franchise Tax
- Assumed Par Value Capital method: $400 per million dollars of assumed par value capital, with a $400 minimum, using total gross assets from your federal return along with issued and authorized shares.17Delaware Division of Corporations. How to Calculate Franchise Taxes
Both methods cap at $200,000 for most corporations. Large Corporate Filers — generally publicly traded companies with at least $750 million in consolidated annual gross revenues or consolidated assets — are capped at $250,000.18Delaware Division of Corporations. Large Corporate Filer (Tier Two)
A warning worth taking seriously: when a corporation incorporates with a large authorized share count, say 10 million, the Authorized Shares method produces a huge tax number, and the Division’s online calculator defaults to that method. Always run both. For a corporation with 10 million authorized shares and modest assets, the Assumed Par Value Capital method almost always produces a dramatically lower bill.
LLCs, LPs, and General Partnerships: June 1
These entities file no annual report. They pay a flat $300 annual tax, due June 1.19Delaware Division of Corporations. LLC/LP/GP Franchise Tax Instructions No calculation, no officer listing, just the payment. Simple, but easy to forget if you’re used to the corporate calendar.
Late Penalties
Missing either deadline triggers a $200 penalty plus 1.5% monthly interest on the unpaid balance.13Delaware Division of Revenue. Franchise Taxes Interest compounds on both the tax and the penalty. Continued failure to file can result in the entity being voided or administratively forfeited, which strips the legal protections the entity provided.
Reinstatement After Voiding or Forfeiture
An entity that loses good standing for missed franchise taxes does not disappear. A corporation’s charter is voided; an LLC or LP is forfeited. Bringing it back requires filing the specific revival document for your entity type and situation, along with a Cover Memo, and paying all outstanding back taxes, penalties, interest, and filing fees.20Division of Corporations – State of Delaware. Renewal For All Entities Corporations use different forms for revival after voiding versus revival after forfeiture; LLCs and LPs each have their own revival forms. For a corporation with a large share authorization, each missed year carries its own tax, penalty, and compounding interest, so catching the lapse early saves real money.
Dissolving or Canceling an Entity
If you are done with a Delaware entity, formally closing it stops franchise taxes and penalties from continuing to accrue. Corporations file a Certificate of Dissolution. The Division offers forms for several situations: standard dissolution, dissolution before the business began operating, dissolution before shares were issued, and dissolution of non-stock corporations, with short-form versions for simpler cases. Each submission requires a Cover Memo.21Delaware Division of Corporations. Dissolutions and Cancellations
LLCs file a Certificate of Cancellation. Before filing, check your operating agreement for required member votes or wind-down procedures. Regardless of entity type, you will need to settle outstanding debts, file final tax returns, and pay any remaining franchise taxes. The state does not stop assessing taxes because you stopped operating; it stops when you file the paperwork.
Foreign Qualification
A business formed in another state that wants to operate in Delaware must register as a foreign entity. The Division provides dedicated forms for foreign corporations, LLCs, and partnerships.22Delaware Division of Corporations. Corporate Forms and Certificates for a Foreign Corporation Foreign corporations file annual reports with a $125 filing fee.15Division of Corporations – State of Delaware. Annual Report and Tax Information A Cover Memo must accompany the submission.
Apostilles and Authentications
When a Delaware public document needs to be used abroad, the Secretary of State certifies its authenticity. For countries in the Hague Apostille Convention, the Division issues an apostille; for non-Hague countries, it issues an authentication. The destination country determines which you receive; you do not choose.23Division of Corporations – State of Delaware. Certifications, Apostilles and Authentication of Documents The fee is $30 per document for commercial filings. For personal use, the Division caps the fee at $30 total when all documents are presented at once, which helps when authenticating several documents together.24Delaware Division of Corporations. Submitting Non-Commercial Documents for Apostille or Authentication Expedited processing is available for an additional fee.
A Note on Federal Beneficial Ownership Reporting
Beneficial ownership information reporting is a FinCEN program, not a Delaware filing, but founders often ask about it alongside state filings. As of March 2025, FinCEN has exempted all entities created in the United States from BOI reporting. The revised rule limits the reporting company definition to entities formed under a foreign country’s laws that have registered to do business in a U.S. state, and FinCEN has stated it will not enforce BOI penalties against U.S. citizens or domestic entities while the rule remains in effect.25Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting Foreign entities that qualify as reporting companies under the new definition have 30 days after receiving notice that their U.S. registration is effective. This rule has changed more than once in a short period, so check FinCEN directly before relying on any specific deadline.