The Delaware Secretary of State, working through the Department of State’s Division of Corporations, oversees business formation, entity records, franchise taxes, and document authentication for one of the country’s most popular incorporation states. The Division processes more than a million filings a year and is the office you deal with for almost every step in a Delaware entity’s life, from name reservation through dissolution.1Delaware Department of State. Delaware Department of State2Division of Corporations – State of Delaware. Division of Corporations
Looking Up a Delaware Entity
The Division runs a free online entity search that returns the entity’s name, file number, incorporation or formation date, and the registered agent’s name, address, and phone number. It does not confirm current good standing. The results page itself warns that the listing “is not an indication of the current status of an entity.”3Delaware Division of Corporations. Division of Corporations – Filing
For status information, you pay. A $10 online status check shows whether an entity is currently active. A $20 option adds the last five filings, franchise tax assessment, authorized shares, and tax due.4Division of Corporations – State of Delaware. Online Status Neither produces an official certificate.
When you need a formal document for a bank, closing, or diligence file, order a certificate. A short-form Certificate of Status costs $50. A long-form Certificate of Good Standing, which lists every document ever filed with dates, costs $175.5Delaware Division of Corporations. Accessing Corporate Information Certified copies of specific filed documents are $50 per document plus $2 per page.6Delaware Division of Corporations. Fee Schedule
Forming a Delaware Corporation or LLC
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 down a name before your formation papers are ready, you can reserve it for 120 days with a Name Reservation Application and a $75 fee. The same $75 applies to re-reserving, transferring, or canceling. Reservation is optional; if your paperwork is ready, file directly.7Division of Corporations – State of Delaware. Name Reservation Applications
Corporations
Under Delaware’s General Corporation Law, a certificate of incorporation must state the corporation’s name, its Delaware registered office address, the registered agent’s name, the nature of its business, and the total number of authorized shares with par value (or a statement that shares have no par value). Multiple classes of stock have to be broken out with the share count and par value for each.8Delaware Code Online. Delaware Code Title 8 – General Corporation Law Filing starts at $89 for entities with up to 5,000 no-par-value shares and climbs with more shares or higher par values. Share structure at formation directly drives your future franchise tax bill, so it is worth getting right the first time.
LLCs
An LLC’s Certificate of Formation needs only the LLC’s name, the registered agent’s name and address, and the effective date. The filing fee is $110.9Stripe. How Much Does It Cost to Form an LLC in Delaware Delaware does not require LLCs to file an operating agreement with the state, and it allows the agreement to be written, oral, or implied. Not writing one down leaves the door open for a court to decide later what the agreement was.
Registered Agents
Every entity must maintain a Delaware registered agent at all times. An individual agent must be present at a designated Delaware location often enough to accept legal documents. A company acting as agent must keep a business office in the state open during regular business hours.10Delaware Division of Corporations. Registered Agent Listing Standards Out-of-state founders typically hire a commercial registered agent, which usually runs $49 to $125 per year.
How to File and What Expedited Service Costs
Documents go in through the Division’s online filing system or its Document Filing and Certificate Request Service.11Delaware Division of Corporations. Delaware Division of Corporations Every submission must include a Cover Memo, a routing sheet with your contact information, entity file number if applicable, and return instructions. The Division has a fillable PDF, or you can use your own letterhead with the same information. Submit one Cover Memo per request even if it contains multiple documents.12Division of Corporations – State of Delaware. Cover Memos
Standard processing can take several weeks. Four expedited tiers are available, each priced on top of the underlying filing fee:
- Next-day: $50 to $100 depending on the filing, 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 exist mostly for deal closings and time-sensitive corporate actions. Even a day of lead time drops you into the next-day tier and saves hundreds of dollars.13Division of Corporations – State of Delaware. Expedited Services
Annual Reports and Franchise Taxes
Ongoing obligations differ sharply by entity type, and missing a deadline is the most common way a Delaware entity loses good standing.
Corporations: March 1
Every domestic corporation must file an annual franchise tax report by March 1.14Delaware Division of Revenue. Franchise Taxes The report lists the registered office address, registered agent, nature of business, principal place of business, and the names and addresses of all directors as of the filing date, along with the signing officer.15Delaware Code Online. Delaware Code Title 8 – Corporation Franchise Tax – Section 502 The filing fee is $50 for taxable corporations and $25 for exempt corporations, separate from the franchise tax itself.16Division of Corporations – State of Delaware. Annual Report and Tax Information
Franchise tax is calculated under one of two methods, and you pay whichever is lower:
- Authorized Shares method: based purely on the number of shares your certificate authorizes. Up to 5,000 shares is the $175 minimum; 5,001 to 10,000 shares is $250; above that, add $85 per additional 10,000 shares or portion thereof.17State of Delaware. Corporate Franchise Tax
- Assumed Par Value Capital method: factors in total gross assets from your federal return, issued shares, and authorized shares, at $400 per million dollars of assumed par value capital, with a $400 minimum.18Delaware Division of Corporations. How to Calculate Franchise Taxes
Both methods cap at $200,000 for most corporations. Publicly traded companies meeting certain thresholds, generally at least $750 million in consolidated annual gross revenues or consolidated assets, are treated as Large Corporate Filers and face a $250,000 cap.19Delaware Division of Corporations. Large Corporate Filer (Tier Two)
Startups get burned here. When a corporation authorizes a large share pool (say, 10 million shares), the Authorized Shares method produces a huge tax bill, and the Division’s online calculator defaults to it. Run both calculations. For a corporation with millions of authorized shares and modest assets, the Assumed Par Value Capital method is almost always dramatically lower.
LLCs, LPs, and General Partnerships: June 1
These entities do not file annual reports. They pay a flat $300 annual tax, due by June 1. No calculation, no officer list, just the payment.20Delaware Division of Corporations. LLC/LP/GP Franchise Tax Instructions Simple, but easy to overlook if you’re not on a corporate compliance calendar.
Late Penalties
Missing either deadline triggers a $200 penalty plus 1.5% monthly interest on the unpaid balance.14Delaware Division of Revenue. Franchise Taxes Interest compounds on the tax and the penalty, so the total grows faster the longer you wait. Continued non-filing leads to the entity being voided or administratively forfeited, which strips the liability protections that came with the entity.
Reviving an Entity That Fell Out of Good Standing
A corporation that misses filings has its charter voided; an LLC or LP is forfeited. Neither disappears. To bring the entity back, you file the revival documents specific to your entity type and situation and pay all outstanding back taxes, penalties, interest, and filing fees. A Cover Memo has to accompany the revival filing.21Division of Corporations – State of Delaware. Renewal For All Entities For a corporation with a large share authorization, the accumulated back taxes across each missed year can be substantial, since every year carries its own franchise tax, penalty, and compounding interest. Catch it early.
Closing a Delaware Entity
Formally closing an entity you no longer use is what stops franchise taxes and penalties from accruing. The state does not care that you stopped operating; it keeps billing until the paperwork is filed.
Corporations file a Certificate of Dissolution. Different forms cover 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 situations. Each submission requires a Cover Memo.22Delaware Division of Corporations. Dissolutions and Cancellations
LLCs file a Certificate of Cancellation rather than dissolution. Before filing, check your operating agreement for required member votes or wind-down steps. Either way, settle outstanding debts, file final tax returns, and pay any remaining franchise tax before you close out.
Registering an Out-of-State Business in Delaware
A business formed elsewhere that wants to operate in Delaware must register as a foreign entity through foreign qualification. The Division has dedicated forms for foreign corporations, LLCs, and partnerships.23Delaware Division of Corporations. Corporate Forms and Certificates for a Foreign Corporation Registered foreign corporations also file annual reports with a $125 filing fee.16Division of Corporations – State of Delaware. Annual Report and Tax Information A Cover Memo has to accompany the submission.
Apostilles and Authentications for Use Abroad
When a Delaware public document has to be used in another country, the Secretary of State certifies its authenticity. For countries that are parties to the Hague Apostille Convention, the Division issues an apostille. For non-Hague countries, it issues an authentication. The destination country determines which one you get; it is not a choice.24Division of Corporations – State of Delaware. Certifications, Apostilles and Authentication of Documents
The fee is $30 per document for commercial filings. For personal (non-commercial) use, the fee is $30 total when all documents are presented at the same time, which can save real money if you have several documents to certify at once.25Delaware Division of Corporations. Submitting Non-Commercial Documents for Apostille or Authentication Expedited processing is available for an additional fee.
Federal Beneficial Ownership Reporting Is Separate
Beneficial ownership information (BOI) reporting is a federal FinCEN program, not something the Delaware Secretary of State administers, and its scope changed in March 2025. FinCEN exempted entities created in the United States from BOI reporting; the reporting company definition now covers only entities formed under foreign law that have registered to do business in a U.S. state. Domestic Delaware corporations, LLCs, and partnerships currently have no BOI filing obligation, and FinCEN has said it will not enforce BOI penalties against U.S. citizens or domestic entities while the rule remains in effect.26Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting Foreign entities that qualify as reporting companies must file within 30 days of receiving notice that their U.S. registration is effective. This area has shifted more than once in a short period, so check FinCEN directly before relying on a specific deadline.