Delaware Incorporation Fees and Filing Requirements
Forming a corporation in Delaware starts at $109 in state fees. Learn the Certificate of Incorporation cost, annual report fee, franchise tax, and registered agent requirement before you file.
Bizee Editorial Staff
Editorial Team
Delaware state data at a glance
Filing fee: $109 minimum (Certificate of Incorporation; higher fees apply based on authorized shares and par value)
Processing time: Standard processing time varies; expedited options available through the Delaware Division of Corporations
State agency: Delaware Division of Corporations (corp.delaware.gov)
Annual report due: March 1 each year; $50 filing fee plus franchise tax
State tax rate: Franchise tax varies by calculation method (Authorized Shares Method or Assumed Par Value Capital Method); $200 penalty plus 1.5% monthly interest for late filing
Delaware incorporation fees overview
Forming a corporation in Delaware requires filing a Certificate of Incorporation with the Delaware Division of Corporations. The minimum state filing fee is $109, though your actual cost depends on how many shares your corporation authorizes and whether those shares carry a par value. Beyond the initial filing, Delaware corporations must maintain a registered agent, file an annual report, and pay franchise tax each year.
Delaware is one of the most popular states for incorporation — particularly for C Corporations — because of its well-developed corporate law, business-friendly courts, and flexible governance rules. That reputation comes with real ongoing costs, so it's worth understanding the full fee picture before you file.
Certificate of Incorporation: $109 minimum state fee
Annual report filing fee: $50 (due March 1 each year)
Franchise tax: varies by share structure and calculation method
Late filing penalty: $200 plus 1.5% monthly interest
Registered agent: required at formation and ongoing
Employer Identification Number (EIN): free from the IRS
Delaware business license: required before operating
Certificate of Incorporation filing fee
The minimum state fee to file a Certificate of Incorporation with the Delaware Division of Corporations is $109. This covers the base document filing fee and the minimum filing fee tax for a domestic corporation. The $109 minimum applies to corporations authorizing a relatively small number of shares at a low par value — most straightforward formations fall at or near this floor.
Your Certificate of Incorporation must include the corporation's name, the registered agent's name and Delaware address, the total number of authorized shares, and the par value assigned to those shares. These figures aren't just formalities — they directly determine what you pay at filing and what you'll owe in franchise tax each year.
How authorized shares affect your filing fee
Delaware's initial filing fee isn't flat — it scales with your authorized share structure. The fee is composed of a document filing fee plus a separate filing fee tax calculated on authorized shares and par value. Corporations authorizing more shares or higher par value pay more at formation.
Many founders keep authorized shares low at formation — often 1,500 to 10,000,000 shares at a very low par value like $0.0001 — to manage both the initial filing fee and the ongoing franchise tax. A tax professional can help you figure out the right share structure for your situation before you file.
Registered agent requirement
Every Delaware corporation must have a registered agent with a physical office address in Delaware — not a P.O. box. The registered agent receives service of process and official state notices on behalf of the corporation. This requirement applies at formation and must continue for the corporation to stay in good standing.
You can use an individual or a business entity as your registered agent, as long as they have a physical Delaware address. Most corporations that aren't physically located in Delaware use a registered agent service. If you don't have a Delaware address, this is a cost you'll need to budget for from day one.
Annual report and franchise tax
All Delaware corporations must file an annual report and pay franchise tax by March 1 each year. The annual report filing fee is $50. The franchise tax amount varies based on your corporation's share structure and which calculation method you use.
Delaware offers 2 methods for calculating franchise tax: the Authorized Shares Method and the Assumed Par Value Capital Method. Under the Authorized Shares Method, corporations with 5,000 or fewer authorized shares pay the minimum tax; the amount increases for each additional block of 10,000 shares. The Assumed Par Value Capital Method factors in par value and gross assets, and often produces a lower tax bill for corporations with a large number of authorized shares at a low par value. You're allowed to use whichever method results in the lower tax.
If you miss the March 1 deadline, Delaware adds a $200 penalty and charges 1.5% monthly interest on the unpaid franchise tax. Missing the deadline can also put your corporation out of good standing with the state, which can affect your ability to do business, open bank accounts, or close financing.
Employer Identification Number
Every corporation needs an Employer Identification Number (EIN) from the IRS. You'll use it to open a business bank account, file federal taxes, and pay employees. Applying directly through the IRS at irs.gov/ein is free. We can also get one for you as part of your formation.
Delaware business licenses and permits
Before your corporation starts doing business, you'll need the appropriate state, federal, and local licenses and permits. Delaware requires most businesses to hold a Delaware business license, issued through the Division of Revenue. Depending on your industry and location, additional permits may apply at the county or municipal level.
License fees and renewal schedules vary by business type. Some licenses are due at formation, others renew annually. Check with the Delaware Division of Revenue and your local government to confirm what applies to your specific business before you open.
Foreign qualification for out-of-state corporations
If your corporation is formed in another state but wants to do business in Delaware, you'll need to file for Foreign Qualification with the Delaware Division of Corporations. This registers your out-of-state corporation to operate legally in Delaware. The same applies in reverse — a Delaware corporation doing business in another state needs to foreign qualify there.
Frequently asked questions
The minimum Delaware Certificate of Incorporation filing fee is $109 for a domestic corporation. This is the floor — your actual fee can be higher depending on how many shares your corporation authorizes and the par value assigned to those shares. The Delaware Division of Corporations publishes its full fee schedule at corp.delaware.gov/fee/.
It depends on your share structure and ongoing obligations. The initial Certificate of Incorporation filing fee starts at $109. Add to that a registered agent fee (required if you don't have a Delaware address), an annual report filing fee of $50, and franchise tax that varies by share count and calculation method. Most early-stage corporations also need a Delaware business license and an EIN.
The Delaware Division of Corporations publishes its official fee schedule at corp.delaware.gov/fee/. The schedule covers Certificate of Incorporation fees, amendment fees, certified copy fees, and other document filing costs. For the most current figures, check the Division's site directly — fees can change.
March 1 each year. Delaware corporations must file their annual report and pay franchise tax by that date. The annual report filing fee is $50. The franchise tax amount depends on your authorized share structure and which calculation method you use. Missing the March 1 deadline triggers a $200 penalty plus 1.5% monthly interest on the unpaid tax.
Delaware offers 2 methods: the Authorized Shares Method and the Assumed Par Value Capital Method. Under the Authorized Shares Method, the tax is based solely on how many shares your corporation has authorized. Under the Assumed Par Value Capital Method, the calculation factors in par value and gross assets — this method often produces a lower bill for corporations with many authorized shares at a low par value. You can use whichever method results in the lower tax.
Yes. Every Delaware corporation must maintain a registered agent with a physical office address in Delaware — a P.O. box doesn't qualify. The registered agent receives legal notices and service of process on behalf of the corporation. This requirement starts at formation and continues for as long as the corporation exists. If you don't have a Delaware address, you'll need to use a registered agent service.
We charge you the state fee at cost and pay it directly to the Delaware Division of Corporations on your behalf when we file your incorporation paperwork. You're not paying a markup on the state fee — it passes through to the state exactly as charged.
It depends on your business type and location. Most Delaware businesses need a state business license from the Delaware Division of Revenue. Some industries and localities require additional permits. Check the Division of Revenue's website and your local government's requirements before you start operating — license fees and renewal schedules vary.
The primary document is the Certificate of Incorporation, filed with the Delaware Division of Corporations. It must include the corporation's name, the registered agent's name and Delaware address, the total number of authorized shares, and the par value of those shares. After formation, you'll also want to adopt bylaws and issue stock, though those documents aren't filed with the state.
