Delaware Fee Schedule: Formation, Franchise Tax, and Court Filings

The Delaware fee schedule covers everything from a $109 certificate of incorporation to a franchise tax that can reach $250,000 for the largest filers, with court costs starting at $35 in Justice of the Peace Court and climbing to $850 for certain actions in the Court of Chancery. Missing a deadline adds a $200 penalty and 1.5% monthly interest, and continued nonpayment can void your entity entirely.

The numbers below come from the Division of Corporations, the Delaware Courts, and the Division of Professional Regulation. Fees change through legislative amendments and biennial board reviews, so confirm the current amount before you file.

Forming and Changing a Business Entity

Formation is where most people first encounter Delaware’s fees. A standard stock corporation costs $109 to incorporate. An LLC costs $110. Foreign entities registering to do business in Delaware pay $245 for corporations and $200 for LLCs.¹

Reserving a name in advance costs $75 and holds it for 120 days.² A certificate of good standing, often requested by banks or other states, runs $50 for a short form or $175 for a long form listing every document on file.³

After formation, most structural changes carry their own fee. For domestic stock corporations:

Amendment: $214 minimum, higher if authorized shares change
Merger: $259, plus any franchise taxes owed if a Delaware entity is merging out
Dissolution: $224 standard, or $194 short-form
Change of registered agent or office: $50
Revival of a voided corporation: $189, plus all back taxes and penalties

LLC amendments cost $220, and cancellation runs $220 plus any unpaid annual taxes.¹ Every Delaware entity must maintain a registered agent with a physical Delaware office; the state doesn’t charge for having one, but commercial agents typically charge $50 to $300 a year.⁴

Franchise Tax and Annual Report

Franchise tax is the single largest recurring cost for most Delaware entities. The rules split by entity type, and the deadlines differ.

Corporations

Every domestic corporation must file an annual report and pay franchise tax by March 1.⁵ The tax is calculated under whichever of two methods produces the lower amount:

Authorized Shares Method: minimum $175
Assumed Par Value Capital Method: minimum $400

Both cap at $200,000 for most corporations, and Large Corporate Filers face a $250,000 cap.⁶⁴

The annual report itself carries a separate fee: $50 for non-exempt corporations, $25 for exempt entities like certain nonprofits (which owe no franchise tax).⁴

Small companies frequently overpay because the default calculation on their annual report uses the Authorized Shares Method, which produces a large number for companies with millions of authorized but unissued shares. If your authorized share count is high but your actual assets are modest, the Assumed Par Value Capital Method almost always saves money. The Division provides a calculator on its website.⁷

LLCs and Partnerships

LLCs, limited partnerships, and general partnerships don’t calculate tax on shares or capital. Every domestic or registered foreign LLC, LP, and GP pays a flat $300 annual tax due by June 1.⁸ Each registered series of an LLC adds $75.⁴

Foreign Corporations

Foreign corporations file an annual report by June 30 and pay a $125 fee.

Court Filing Fees

Delaware’s courts set their own schedules, and the differences are significant.

Court of Chancery

The Court of Chancery handles most business disputes, corporate governance cases, and equity matters. Filing a complaint against one or two defendants costs $300. Three or more defendants raises it to $450. Class action or derivative claims cost $600, and sequestration actions run $850.⁹

Expect more costs as the case progresses. Amending a complaint is $250, a motion for expedited proceedings is $500, and a notice of appeal is $500. Every filing carries a $10 supplemental court security fee and a $1.25 technology surcharge.

Superior Court

The Superior Court handles most civil and criminal matters outside the Chancery’s equity jurisdiction. A standard complaint for damages costs $200, and initial civil filings carry a $10 court security assessment, bringing the effective starting cost to $210.¹⁰ Cases that exceed 50 filings incur an additional $245 for each subsequent block of 50.

Justice of the Peace Court

The Justice of the Peace Court handles small claims, landlord-tenant disputes, and minor civil matters. Debt and trespass claims start at $35 when the amount in controversy is under $1,000 and rise to $45 above $5,000. Landlord-tenant filings cost $45, replevin actions $55, and distress for rent claims $60.¹¹

Expedited Processing

The Division of Corporations offers tiered expedited service on nearly any filing. The premium is charged per filing and is added to the base fee:

One-hour service: $1,000 (filing must arrive by 9:00 PM ET)
Two-hour service: $500 (by 7:00 PM ET)
Same-day service: $100 to $200 (by 2:00 PM ET)
Next-day service: $50 to $100 (by 7:00 PM ET)

A one-hour incorporation, for example, costs $1,109 in state fees alone: $109 for the filing and $1,000 for the expedite.¹²

Penalties for Late Payment

Miss the franchise tax deadline and Delaware charges a $200 penalty plus 1.5% monthly interest on the unpaid tax and penalty balance. This applies to corporations that miss March 1 and to LLCs and partnerships that miss June 1.⁵¹³

Continued nonpayment produces a worse result than fees: the state voids your corporate status. A voided entity can’t sue, defend lawsuits, or conduct business in Delaware. Reinstatement requires a certificate of revival ($189 for domestic corporations), payment of every dollar of back taxes, penalties, and interest, and any legal fallout from contracts signed or actions taken while voided.¹

In court, unpaid filing fees can lead to dismissal or a bar on further proceedings until the balance clears. For professional licenses, failure to pay renewal fees leads to suspension or revocation, and reinstatement typically requires a new application, additional fees, and sometimes disciplinary review.

Disputing a Fee or Requesting a Waiver

If you believe the Division of Corporations assessed your franchise tax incorrectly, contact the Division directly. The most common error is being taxed under the Authorized Shares Method when the Assumed Par Value Capital Method would produce a lower result. Recalculate and file an amended report to correct it.

Delaware Superior Court Civil Rule 77(h) governs court fee schedules and provides a waiver mechanism for people who cannot afford filing costs. Submit an affidavit of indigency; if the clerk denies the request, the presiding judge can review the decision on appeal.¹⁰ The Court of Chancery and Justice of the Peace Court run similar processes.

Professional Licensing and UCC Filings

The Division of Professional Regulation oversees licensing for dozens of professions, and each regulatory board sets its own fees. Physicians pay a $430 initial licensing fee.¹⁴ Applicants for the Delaware Bar pay $700 early or $900 at the regular deadline; attorneys applying for admission on motion pay $800 early or $1,000 regular.¹⁵ Renewal fees for other licensed professionals generally range from $100 to $500. Fees shift at the start of each biennium, so check the specific board.

Secured transactions require UCC filings through the Division of Corporations. A UCC-1 financing statement costs $50 online. Filing through an authorized UCC filer runs $100 for documents up to four pages, with a $2 surcharge per page beyond that. Additional debtor names past the first two are $25 each, and public finance or manufactured home financing statements carry an extra $20.¹⁶

Where to Confirm Current Fees

The Division of Corporations publishes a full fee schedule covering domestic and foreign corporations, LLCs, limited partnerships, and statutory trusts at corpfiles.delaware.gov. The main site at corp.delaware.gov hosts the franchise tax calculator, annual report instructions, and UCC details.

Court fees are published by each court. The Court of Chancery schedule is on the Delaware Courts site, the Superior Court lists civil and criminal fees at courts.delaware.gov/superior/fees.aspx, and the Justice of the Peace Court publishes its schedule at courts.delaware.gov/help/fees/jpfees.aspx. Professional licensing fees live with each board on dpr.delaware.gov. Confirming the current fee before you file prevents overpayment and rejected submissions.

1
Delaware Division of Corporations. Division of Corporations Fee Schedule
2
Delaware Division of Corporations. Name Reservation Applications
3
Delaware Division of Corporations. Accessing Corporate Information
4
Delaware Division of Corporations. Frequently Asked Questions
5
Delaware Division of Corporations. Annual Report and Tax Instructions
6
Justia. Delaware Code Title 8 503 – Rates and Computation of Franchise Tax
7
Delaware Division of Corporations. How to Calculate Franchise Taxes
8
Justia. Delaware Code Title 6 18-1107 – Taxation of Limited Liability Companies and Registered Series
9
Delaware Courts. Court of Chancery Schedule of Fees and Charges
10
Delaware Courts. Delaware Superior Court – Civil and Criminal Fees
11
Delaware Courts. Justice of the Peace Court Civil Fees
12
Delaware Division of Corporations. Expedited Services
13
Division of Revenue – State of Delaware. Franchise Taxes
14
Division of Professional Regulation. Board of Medical Licensure and Discipline Fee Schedule
15
Delaware Courts. Board of Bar Examiners – Delaware Bar Application
16
Delaware Division of Corporations. UCC Filing and Expedited Fees