Delaware entity formation: LLC or corporation, fees, annual taxes and first-year filings (2026)

Figures are for tax year 2026. Delaware fees are those on the Division of Corporations schedule revised 1 August 2026, and the annual taxes are those in force for calendar year 2026. A short section at the end covers what differs for 2025 payments. Research was done in September 2026. Delaware changes fees by statute and by schedule, so confirm the figure on the official page on the day you file.

This Guide covers forming a Delaware limited liability company (LLC) or a Delaware corporation (including a public benefit corporation). It covers the recurring Delaware charges and the federal items that must happen at or just after formation: the EIN, the entity classification, the §83(b) election for founder restricted stock, Form 5472 for a foreign-owned single-member LLC, and beneficial ownership (BOI) reporting. It is for founders and the accountants who advise them.

It does not cover:

• the full franchise-tax computation for larger corporations. See the de-franchise-tax-and-llc Guide.
• income tax, franchise tax or registration in the state where the business actually operates.
• securities law, drafting of the LLC agreement or bylaws, or conversions of an existing entity.

Delaware's Division of Corporations says it "does not provide legal advice" on entity choice. It recommends an attorney or CPA familiar with Delaware law. How to form

Ask the client first

• Where will the business actually operate, hire staff and hold property? That state, not Delaware, decides whether the entity must register there as a foreign entity and what that state charges.
• Will the company raise equity from investors, issue stock options or plan a sale? If so, a corporation is usually the vehicle. If profits pass straight to one or two owners and there are no investors, an LLC formed in the operating state may be cheaper than a Delaware one.
• Who are the owners? Are any of them non-US persons or non-US companies? This affects the EIN route, Form 5472, S-corporation eligibility and BOI.
• For a corporation: how many shares will be authorized, with what par value, and how many will be issued to founders and at what price? Will founder stock vest? Get the exact date the stock is to be transferred. The §83(b) clock runs from that date.
• For an LLC: single member or several? Does the client want protected or registered series?
• Who will act as the Delaware registered agent, and at what Delaware street address?
• Does the client already own Delaware entities? Check whether their annual taxes are paid. An unpaid LLC tax leads to cancellation.

The method, step by step

1. Choose the entity type (LLC, corporation or public benefit corporation) from the facts above. Record why.
2. Check the name and appoint a registered agent. An LLC name must contain "Limited Liability Company", "L.L.C." or "LLC". A corporation name must contain one of the words listed in 8 Del. C. § 102(a)(1) (see below). You may reserve a name first (optional). Every entity must have a registered agent with a physical Delaware street address.
3. Set the corporation's share structure before filing. Authorized shares and par value drive both the filing fee and every future franchise-tax bill (see the fee and franchise-tax sections).
4. File the Certificate of Formation (LLC) or Certificate of Incorporation (corporation) with the Division of Corporations. Choose the service speed and pay the fee.
5. Complete the internal documents. For an LLC this is the LLC agreement, which is not filed. For a corporation it is the incorporator's action, the bylaws, board consents appointing officers and approving the stock issuances, and the stock purchase agreements.
6. Get an EIN from the IRS and confirm the federal classification. Make any Form 8832 or Form 2553 election, if one is wanted.
7. File §83(b) elections within 30 days of each transfer of restricted stock.
8. Register as a foreign entity in the operating state before doing business there. Register there for payroll and sales tax as needed.
9. Diarise the recurring filings. These are the Delaware annual report and franchise tax by 1 March (corporations), the Delaware annual tax by 1 June (LLCs), Form 5472 with a pro forma Form 1120, by fax or mail (foreign-owned single-member LLCs, for any year with a reportable transaction), and the operating-state filings.

Formation filing: names, contents and registered agent

LLC (6 Del. C. ch. 18). The certificate of formation sets out: "(1) The name of the limited liability company; (2) The address of the registered office and the name and address of the registered agent for service of process ... ; and (3) Any other matters the members determine to include therein." The LLC exists from filing, or from a later date or time the certificate states. The LLC agreement "shall be entered into or otherwise existing either before, after or at the time of the filing". It is not filed with the state. § 18-201; § 18-102 name

Registered agent (LLC). The agent may be the LLC itself, an individual resident in Delaware, or a domestic or qualified foreign entity. Its business office must be identical to the Delaware registered office. § 18-104. The Division says every business entity must have a registered agent with "a physical street address in Delaware". It adds: "If the business is physically located in Delaware, then the business may act as its own registered agent." A founder with no Delaware address therefore needs a commercial agent. How to form

Corporation (8 Del. C. ch. 1). Any person may incorporate, "without regard to such person's or entity's residence, domicile or state of incorporation". The certificate of incorporation must state all of these:

• the name
• the registered office and agent
• the business purpose ("any lawful act or activity" is permitted)
• the authorized stock (classes, number of shares and par value)
• the incorporator's name and mailing address

The name must contain one of these words: "association," "company," "corporation," "club," "foundation," "fund," "incorporated," "institute," "society," "union," "syndicate," or "limited". Abbreviations of them are allowed. §§ 101-102

Public benefit corporation. In its certificate of incorporation, a PBC must identify one or more specific public benefits within its purpose clause, and must "State within its heading that it is a public benefit corporation". It must give stockholders a statement on its promotion of those benefits "no less than biennially". A third-party standard or certification is required only if the certificate or bylaws say so. Formation fees are the same as for an ordinary corporation. §§ 362, 366

Delaware fees at formation (schedule revised 1 August 2026)

Filing	State fee	Same-day	24-hour	Source
LLC certificate of formation (domestic)	$110	$100	$50	Fee schedule
Corporation certificate of incorporation (incl. PBC), 1 page	$109 (varies with stock)	$100	$50	Fee schedule
Statutory trust certificate of trust	$500	$100	$50	Fee schedule
Name reservation (120 days, optional)	$75	n/a	n/a	Fee schedule
Short-form good standing certificate	$50 each	$50	$40
Certified copy	$50 per document, plus $2 per page	$60	$50	Fee schedule

The schedule also offers two faster services. Priority 1 (1-Hour) Service costs $1000 per document/request, and Priority 2 (2-Hour) Service costs $500. For corporations, the schedule says to "add $9 for each additional page for county recording fees". Fee schedule

Why a corporation's fee "varies with stock" (8 Del. C. § 391)

The stock part of the corporation filing fee is set by share count. For par-value stock it is $0.02 per share for the first 20,000 shares, $0.01 per share up to 200,000 shares, and 2/5 of $0.01 per share above that. For par-value stock, "each $100 unit of the authorized capital stock shall be counted as 1 assessable share". No-par stock is charged per actual share. The stock fee is never less than $15. § 391

Take the common startup structure of 10,000,000 authorized shares at $0.0001 par. Authorized capital is $1,000, which counts as 10 assessable shares. The stock fee is therefore the $15 minimum, and the filing costs the scheduled $109. The same share count with no par value is charged per share and costs far more. Always run the Division's par or no-par filing-fee calculator before filing. Fee calculators

Recurring Delaware charges for 2026

LLCs: annual tax, due 1 June

Item	2026 rule	Source
Annual tax, domestic LLC (and foreign LLC registered in Delaware)	$400	§ 18-1107(b)
Each registered series	$100 per registered series	§ 18-1107(b)
Due date	1 June following the close of the calendar year	§ 18-1107(c)
Late payment	$200 penalty ($50 for each registered series), plus interest at 1.5% per month on tax and penalty; the LLC also stops being in good standing	§ 18-1107(e),(h); Division
Annual report	None. LLCs, LPs and GPs "are not required to file Annual Franchise Tax reports"	Division

The tax is owed whether or not the LLC traded. It is assessed if the entity was active on the Division's records "anytime during January 1st through December 31st". The Division says "There is no proration on alternative entity taxes", so an LLC formed in December owes the full year. An LLC that fails to pay when due "shall cease to be in good standing", and so do all its registered series. A foreign LLC registered in Delaware "shall cease to be registered". Good standing returns only once all tax, penalties and interest are paid. This matters because banks and other states often ask for a good-standing certificate. If the tax goes unpaid for 3 years, the certificate of formation is cancelled on the third anniversary of the due date. §§ 18-1107(h),(i), 18-1108. A cancelled LLC can be revived by filing a certificate of revival and paying all taxes, penalties and interest that were due at the time of cancellation, plus the revival filing fee. § 18-1109. The per-series tax in § 18-1107(b) applies to registered series. A protected series set up only in the LLC agreement is not named there.

For Delaware tax purposes an LLC "shall be classified as a partnership unless classified otherwise for federal income tax purposes". § 18-1107(a)

Corporations: annual report and franchise tax, due 1 March

Item	Rule	Source
Annual report filing fee	$50 non-exempt; $25 exempt domestic corporation	Division
Due date	On or before 1 March, for the prior year; online filing required	Division
Late filing	$200 penalty plus 1.5% interest per month on tax and penalty	Division
Estimated payments	If $5,000 or more is owed: 40% by 1 June, 20% by 1 September, 20% by 1 December, remainder 1 March	Division
Minimum tax	$175 (Authorized Shares method); $400 (Assumed Par Value Capital method)	Division
Maximum tax	$200,000; $250,000 for a Large Corporate Filer	Division

Annual reports must now state the nature of the business. The Division sends notices to registered agents in December. It warns clients to treat any tax or annual-report "reminder" that does not come from the State or the registered agent as a possible scam. Division

The two franchise-tax methods (use the lesser)

The Division states: "The Annual Franchise Tax assessment is based on the authorized shares. Use the method that results in the lesser tax." How to calculate

• Authorized Shares method. 5,000 shares or less: $175. 5,001 to 10,000 shares: $250. Each additional 10,000 shares or part of 10,000: add $85. For no-par stock this method "will always result in the lesser tax". How to calculate
• Assumed Par Value Capital method. Divide total gross assets by total issued shares (including treasury shares), to 6 decimal places, to get the "assumed par". Gross assets are the "total assets" on federal Form 1120 Schedule L. Multiply the assumed par by the authorized shares whose par is below it. Add the par value of any shares whose par is above it. The tax is $400 per million of that capital, or part of a million. If the capital is below $1,000,000, the tax is capital ÷ $1,000,000 × $400, subject to the $400 minimum. To use this method you must report issued shares and gross assets on the annual report. How to calculate

If an amendment changing the stock or par value is filed during the year, the tax is prorated by days. The mechanics are in de-franchise-tax-and-llc. How to calculate

Boundaries and exceptions

Situation	Treatment	Source
5,000 vs 5,001 authorized shares	$175 at 5,000 or fewer; $250 from 5,001	Division
10,005 authorized shares	$335 ($250 plus one $85 step: "or portion thereof")	Division
Franchise tax owed of $5,000 or more	Quarterly estimates due in June, September and December of the tax year	Division
LLC formed on 20 December	Full annual tax for that year; no proration	Division
LLC tax 3 years unpaid	Certificate of formation cancelled	§ 18-1108
Series LLC	Liability shield for a protected series only if separate records are kept, the LLC agreement provides for it, and the certificate of formation gives notice of the limitation	§ 18-215(b)
Registered series	Each pays its own annual tax, $100	§ 18-1107(b)
US-formed LLC or corporation and BOI	Exempt from BOI reporting	FinCEN
Non-US entity registered to do business in a US state	Still a BOI "reporting company"; US-person owners need not be reported	FinCEN

Federal steps at formation

EIN. Get it free from the IRS: "You never have to pay a fee for an EIN." The online application needs the responsible party's SSN or ITIN. It cannot be used if "Your principal place of business is outside the U.S."; in that case "apply by phone, fax or mail". IRS EIN

Classification. A domestic LLC "with at least two members is classified as a partnership" unless it elects on Form 8832 to be a corporation. A single-member LLC is disregarded unless it elects. A single-member LLC is still a separate entity for employment tax. IRS LLC. An S election (Form 2553, signed by all shareholders) is available only to a domestic corporation with no more than 100 shareholders and one class of stock. Partnerships, corporations and non-resident aliens may not be shareholders. A company with a non-US founder, or planning preferred-stock investors, cannot rely on S status. IRS S corporations

§83(b) election for founder restricted stock. When stock subject to a substantial risk of forfeiture (for example, vesting) is transferred in connection with services, income is normally recognised as the stock vests, measured at its value then. The election instead includes the excess of value at transfer over the price paid in income at transfer. It "shall be made not later than 30 days after the date of such transfer. Such election may not be revoked except with the consent of the Secretary." 26 U.S.C. § 83(b)(2)

• Use Form 15620 (Rev. April 2025), or a written statement meeting Treas. Reg. § 1.83-2. Form 15620; § 1.83-2
• Submit it "via mail with the IRS office with which the person who performs the services files a federal income tax return". Give a copy to the company, and to the transferee if different. Form 15620
• The 30 days run from the transfer of the stock, not from incorporation. If day 30 falls on a Saturday, Sunday or legal holiday, a postmark on the next business day is timely (IRC § 7503). The election may also be filed before the transfer. Form 15620; § 1.83-2(b)
• Keep dated proof of mailing. Neither § 83(b) nor Form 15620 sets out any procedure for a late election. If the window was missed, refer the client (see below) rather than improvising.
• Forfeiture risk. "if such property is subsequently forfeited, no deduction shall be allowed in respect of such forfeiture". So the election costs nothing only when the price paid equals the stock's value at transfer. If value exceeds the price, the excess is taxed at once. If the founder then leaves before vesting and the stock is forfeited, that tax is not recovered. Decide case by case: consider how likely the founder is to stay, and the gap between value and price. 26 U.S.C. § 83(b)(1)
• An election is pointless for stock that is already fully vested at transfer. § 83 does not apply to "the transfer of an option without a readily ascertainable fair market value" or to a transaction to which section 421 applies (incentive stock options). 26 U.S.C. § 83(e)

Foreign-owned single-member LLC (Form 5472). A domestic disregarded entity wholly owned by a foreign person is treated as a corporation for the purposes of § 6038A. It must file "a pro forma Form 1120 ... with Form 5472 attached by the due date (including extensions) of that Form 1120". This applies even though it has no income-tax return requirement. The requirement arises for any tax year in which the entity has a reportable transaction with a related party. For a foreign-owned DE, these include amounts "paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity". The formation year will almost always qualify. "If you are a foreign-owned U.S. DE, you cannot file Form 5472 electronically." Fax or mail the pro forma 1120 and Form 5472 to the dedicated address in the instructions, not the regular Form 1120 address. An extension is by Form 7004, faxed or mailed the same way by the regular due date. The penalty for failing to file is $25,000. "If the failure continues for more than 90 days after notification by the IRS, an additional penalty of $25,000 will apply" for each 30-day period. Form 5472 instructions

Beneficial ownership (BOI), status September 2026. FinCEN's final rule of 11 August 2026 (effective 14 August 2026) made permanent the March 2025 interim final rule: "U.S. companies are exempt from the Beneficial Ownership Information (BOI) reporting requirements and therefore, are no longer required to file BOI reports." A newly formed Delaware LLC or corporation files nothing. A company formed outside the US that registers to do business in a US state remains a reporting company. Under the deadlines FinCEN set in March 2025, such a company has 30 calendar days to file after receiving notice that its registration is effective. It does not report US-person beneficial owners. FinCEN BOI

Registering in the operating state

A Delaware entity that does business in another state must normally register there as a foreign LLC or corporation. That state sets the test for "doing business", the fees, its annual reports and minimum or franchise taxes, and the consequences of not registering. None of these come from Delaware. Use the operating state's own Guide and its Secretary of State and revenue sites. The Division notes that "Some Financial Institutions will require a good standing certificate". The short form costs $50. How to form. If the business itself operates in Delaware, the Division points to the State's One Stop business registration and licensing system. How to form

Worked cases

Case 1: venture-track corporation, "startup standard" shares. Two founders incorporate with 10,000,000 authorized shares at $0.0001 par and issue 8,000,000 to themselves. At year-end, gross assets on Form 1120 Schedule L are $100,000. How to calculate

• Filing fee: the stock fee is at the $15 minimum, so the fee is $109, plus $50 for 24-hour service. § 391; Fee schedule
• Authorized Shares method: $250 + 999 × $85 = $85,165. How to calculate
• Assumed Par Value Capital method: assumed par $100,000 ÷ 8,000,000 = $0.0125. That is above the $0.0001 par, so capital = $0.0125 × 10,000,000 = $125,000. Tax = $125,000 ÷ $1,000,000 × $400 = $50, raised to the $400 minimum. How to calculate
• Due by 1 March: the $400 tax plus the $50 annual-report fee = $450. Report the issued shares and gross assets so the lower method applies. Division
• The founders pay a price equal to the stock's value at transfer, so the election brings nothing into income. Each founder should therefore file a §83(b) election within 30 days of the stock transfer. If the price paid were below value, the excess would be taxed at once and lost on forfeiture. Decide that case on its facts.

Case 2: dormant LLC. A client formed a Delaware LLC in 2024 and forgot it. The 2026-year tax of $400 is due 1 June 2027. If it is paid on 20 June 2027, the $200 penalty is added. Interest of 1.5% for the one month or part of a month is charged on the $600 of tax and penalty, which is $9. The total is $609. If no payment is made for 3 years, the certificate is cancelled. Pay or formally cancel every forgotten LLC. Cancelling also requires the annual taxes to be paid. §§ 18-1107, 18-1108; Division

Case 3: non-US founder, single-member Delaware LLC, no US office. Default classification is disregarded. The EIN cannot be obtained online, so apply by phone, fax or mail. For each year in which it has a reportable transaction with its owner (the formation year, and any year with contributions, distributions or payments), the LLC files a pro forma Form 1120 with Form 5472 by the Form 1120 due date. It must fax or mail them; it cannot e-file. The penalty for missing it is $25,000. The Delaware tax of $400 is due each 1 June. The LLC is exempt from BOI because it was formed in the US. The founder's home-country tax is out of scope; refer it. Form 5472 instructions; IRS EIN; FinCEN BOI

Case 4: sole trader with no investors, operating in one other state. A Delaware LLC adds the $400 Delaware tax and a Delaware registered agent. It must still register in the home state and meet that state's charges. Unless there is a concrete reason for Delaware law (investors, a multi-state group, or a lender or counterparty requirement), compare this with forming in the home state, and record the reason for the choice. Division

When to refuse or refer

• The §83(b) 30-day window has passed, or the election cannot be proved to have been filed. Refer to a tax attorney before any return is filed. Do not re-date documents or file a "late" election as if it were timely.
• The client is converting an existing entity (for example LLC to corporation, or a "flip" of a foreign company). This can create taxable events. Refer for a transaction-specific tax analysis.
• Securities offerings, SAFEs, preferred stock terms, stock option plans or drafting of the LLC agreement or bylaws: refer to a corporate attorney.
• Non-US owners: home-country tax, treaty questions and US estate-tax exposure need a cross-border specialist.
• Statutory trusts, registered or protected series used as the liability shield for real estate, and insurance or banking entities: refer to a specialist. The series firewall depends on strict records and on how other states treat series.
• Any figure that must be exact for a large corporation's franchise tax (Large Corporate Filer status, amended share structures, prorated years): use de-franchise-tax-and-llc and the Division's calculator.
• A dispute between owners: refer to litigation counsel.

Filing and payment steps with deadlines

When	What	Where
Before filing	Name check or optional reservation; appoint a registered agent	How to form
Day 0	File certificate; pay fee and any expedite fee	How to form
Within 30 days of each restricted-stock transfer	§83(b) election by mail to the IRS; copy to the company	Form 15620
Straight after formation	EIN; any Form 8832 or 2553 election; foreign registration in the operating state	IRS LLC
1 March each year	Corporation: annual report plus franchise tax for the prior year, online	Division
1 June, 1 September, 1 December	Corporation owing $5,000 or more: estimated franchise-tax instalments	Division
1 June each year	LLC, LP, GP: annual tax for the prior year	Division
Form 1120 due date (incl. extensions)	Foreign-owned single-member LLC with a reportable transaction in the year: pro forma 1120 plus Form 5472, by fax or mail to the dedicated IRS address (no e-file)	Form 5472 instructions

For 2025 payments (made in 2026)

• LLC annual tax. The 2026 Act (85 Del. Laws c. 273, approved 21 May 2026) raised the § 18-1107(b) annual tax from $300 to $400, and the registered-series tax from $75 to $100. Section 23 takes effect on 1 January 2026. The Division's LLC tax page now states $400. Its "How to form" page still says $300. Whether the payment due 1 June 2026 (for 2025) was billed at the old or the new rate is not settled by these pages. Check the annual statement the Division sent to the registered agent, or ask the Division on (302) 739-3073, before advising on a 2025 balance. 85 Del. Laws c. 273; Division
• Expedite charges. The same Act raised the statutory ceilings for expedited services from 1 August 2026. The fee schedule sets the actual charge. For a filing made before 1 August 2026, use the schedule in force on that date.
• Corporation franchise tax for 2025 was due 1 March 2026, with the same methods, minimums and penalties as above.
• BOI. Since 21 March 2025, US-formed companies have not had to file under the interim final rule. The August 2026 final rule made this permanent. FinCEN BOI

Completion checklist

• Entity type chosen, with the operating state and investor plans recorded
• Name compliant; registered agent with a Delaware street address appointed
• For a corporation: authorized shares and par value set; filing fee checked with the Division's calculator
• Certificate filed; stamped copy and any good-standing certificate on file
• LLC agreement, or bylaws and organisational consents, signed
• EIN obtained; classification or S election decided and filed
• §83(b) decision made with the forfeiture risk in mind; election mailed within 30 days of each restricted-stock transfer; proof of mailing kept; company copy given
• Foreign registration in the operating state completed
• 1 March (corporation) or 1 June (LLC) diarised; the franchise-tax method checked each year using gross assets and issued shares
• Foreign-owned single-member LLC: Form 5472 plus pro forma 1120 diarised for every year with a reportable transaction (fax or mail, no e-file)
• BOI: confirmed not required for a US-formed entity; checked for any non-US entity registered in a US state
• All older Delaware entities checked for unpaid annual taxes