Delaware incorporation fees start at roughly $89 for the state filing, but what you actually pay depends heavily on how many shares you authorize, which franchise tax method you use each year, and the ongoing costs of keeping the charter in good standing. The franchise tax alone runs from $175 to $200,000 a year for most corporations, and missing the March 1 deadline adds a $200 penalty plus monthly interest. The full picture matters, because the choices you make on day one drive the bill for every year after.
The Initial Filing Fee
Delaware calculates the filing fee for a stock corporation based on authorized shares. For par value stock, the rate is $0.02 per share on the first 20,000 shares, $0.01 per share on the next 180,000, and $0.004 per share above 200,000. No-par stock uses a slightly different schedule. The shares-based portion cannot be less than $15.1Justia Law. Delaware Code Title 8 Section 391 – Amounts Payable to Secretary of State A flat $25 fee applies to every certificate of incorporation, plus administrative charges that push the standard minimum to about $89 for a corporation authorizing a small number of shares.
Authorizing more shares than you need is the single most expensive mistake at this stage. The share count you pick on the certificate follows you into the annual franchise tax calculation, where the numbers get much bigger. A company that authorizes 10 million shares when 10,000 would do will pay dramatically more upfront and every year after.
Certificates and Copies
Document add-ons are billed separately. A short-form certificate of status costs $50, and a long-form certificate of good standing runs $175.2Delaware Division of Corporations. Accessing Corporate Information Certified copies of filed documents carry per-document fees on top of the filing.
Expedited Processing
Standard turnaround takes several business days. If you need it faster, Delaware charges a premium by tier: one-hour service costs $1,000, two-hour service is $500, same-day processing runs $100 to $200, and next-day service is $50 to $100. Each tier has a cutoff. One-hour filings must arrive by 9:00 PM Eastern, same-day filings by 2:00 PM, and next-day requests by 7:00 PM.3Delaware Division of Corporations. Expedited Services
For a routine incorporation, next-day at $50 to $100 is fast enough. Pay for the higher tiers when a closing or funding round depends on the exact filing date.
The Annual Franchise Tax
Every active Delaware corporation owes franchise tax every year, whether it earns revenue or not. Two calculation methods exist, and you pick whichever produces the lower number. Delaware’s online calculator defaults to the Authorized Shares Method, which is often the higher of the two, so checking both before paying is essential.4Delaware Division of Corporations. How to Calculate Franchise Taxes
Authorized Shares Method
This method looks only at the number of shares your certificate authorizes, not how many are issued. The tiers:
- 5,000 shares or fewer: $175 (the minimum under this method)
- 5,001 to 10,000 shares: $250
- Each additional 10,000 shares or portion thereof: add $85
The math climbs fast. A corporation authorizing 1 million shares owes roughly $8,665 a year under this method. The cap is $200,000.4Delaware Division of Corporations. How to Calculate Franchise Taxes
Assumed Par Value Capital Method
This one factors in total gross assets (from federal Form 1120, Schedule L) and shares actually issued. Divide total gross assets by total issued shares to get an assumed par value per share, multiply by authorized shares to get the assumed par value capital, then apply $400 per $1 million or fraction thereof. No-par stock is assigned a value of $100 per share for this purpose. The minimum is $400, the maximum is $200,000.5Delaware Department of State. Delaware Corporate Franchise Tax Guide
For corporations with big share authorizations and modest assets, the assumed par value method almost always wins. Startups that authorized millions of shares at formation often save thousands a year by switching. The cost is that the annual report needs more detailed financial disclosure.
Large Corporate Filers
If a corporation would otherwise hit $200,000 under either method and is publicly listed on a national securities exchange with consolidated annual gross revenues or assets of at least $750 million, it is classified as a large corporate filer. The annual franchise tax is fixed at $250,000.5Delaware Department of State. Delaware Corporate Franchise Tax Guide
Filing the Annual Report
The franchise tax payment and the annual report are tied together, both due March 1. You file online through the Division of Corporations portal, paying the tax as part of the same transaction. You cannot file the report without paying, and skipping either one triggers penalties.6Delaware Division of Corporations. Annual Report and Tax Instructions
Registered Agent Fees
Every Delaware corporation must have a registered agent with a physical street address in the state to accept legal papers and forward state notices. If your company operates in Delaware, it can serve as its own agent. Otherwise, you hire one.7State of Delaware Division of Corporations. FAQs Regarding Registered Agents Commercial registered agent services typically run $50 to $200 a year, making this one of the cheaper recurring costs.
Letting the agent lapse is worse than it sounds. Without one, you don’t receive service of process, and lawsuits can proceed against the company without your knowledge.
What Late Payment Actually Costs
Delaware is not lenient on deadlines. Missing March 1 for either the annual report or the franchise tax adds a $200 penalty plus 1.5% monthly interest on the unpaid balance.6Delaware Division of Corporations. Annual Report and Tax Instructions The interest compounds. A $10,000 tax bill left unpaid for a full year picks up roughly $1,800 in interest on top of the $200 penalty.
The real damage is charter voidance. Fail to pay tax or file a complete annual report for a full year and the charter becomes void, with all corporate powers declared inoperative. The Secretary of State sends a warning by November 30 each year, giving delinquent corporations until the following March 1 to cure.8Justia Law. Delaware Code Title 8 Section 510 – Failure to Pay Tax or File a Complete Annual Franchise Tax Report A voided corporation cannot contract, sue, or operate. It has effectively ceased to exist as a legal entity.
Reinstatement is available but expensive. The company files a certificate of revival and pays every dollar of outstanding franchise tax, penalties, and interest owed as of the date the charter was voided. If the charter has been void for more than five years, the price shifts to three times the annual franchise tax that would be due in the revival year.9Justia Law. Delaware Code Title 8 Section 312 – Revival of Certificate of Incorporation For a company with a large share authorization, that multiplier can produce a six-figure bill.
Costs You Will Also Pay Outside Delaware
Paying Delaware’s fees does not authorize you to operate anywhere else. If your corporation has employees, an office, inventory, or substantial ongoing activity in another state, you almost certainly need to register there as a foreign corporation. Even a purely online business usually has to register in the state where the founders work and direct the company.
Skipping this has real consequences. Most states bar unregistered foreign corporations from filing lawsuits in their courts until they register and pay back fees, and some states add civil penalties. Contracts remain valid and you can defend suits, but losing the ability to enforce your own agreements is a serious problem. Foreign qualification fees vary by state, commonly $100 to $300, plus each state’s own annual report cycle.
How the LLC Alternative Compares
Not every business needs a corporation. Delaware LLCs use a simpler and usually cheaper fee structure. The certificate of formation costs $110, and LLCs pay a flat $300 annual franchise tax due June 1. No shares tiers, no dual calculation methods, and no annual report filed with the Division of Corporations the way corporations file.
The tradeoff is fit. Corporations offer the structures outside investors expect, cleaner stock option plans for employees, and well-developed case law around director duties. LLCs offer pass-through taxation by default and fewer formalities. A single-founder consulting business with no venture plans is usually better off with the LLC’s lower ongoing cost. A startup planning to issue employee stock and raise institutional funding is almost always better off as a corporation, higher compliance bill and all.