At a glance
Filing agency
Delaware Division of Corporations
Formation fees
Corporation $109 minimum · LLC $110 · Nonprofit $109
Standard processing
Online filings are often processed the same day or within a few business days. Mail filings take longer, and expedited service is available for an additional fee. Confirm the current cutoff times before relying on a same-day filing.
Annual requirement
Corporations file an annual report and pay franchise tax by March 1. LLCs pay a $400 annual tax by June 1 and do not file an annual report. Nonprofits file an annual report by March 1 with a $25 fee.
Newspaper publication
Not required for new corporations, LLCs, or nonprofits
Forming a business in Delaware
Delaware is known for its long-established corporate statute, its Court of Chancery, and a body of case law that investors and attorneys know well. Many companies incorporate in Delaware even when their operations, employees, and customers are elsewhere. That makes Delaware a common choice for startups, holding companies, and entities that expect to raise capital or enter into sophisticated financing arrangements.
Delaware’s formation filing is only the beginning. Corporations file an annual report and pay franchise tax, LLCs pay an annual tax but do not file an annual report, and nonprofits file an annual report while generally being exempt from franchise tax. The state also requires a registered agent with a physical Delaware address. This guide covers each path and the ongoing costs.
Corporation, LLC, or nonprofit?
The right structure depends on how the business will be owned, managed, financed, and taxed.
A corporation is designed for centralized management and outside investment. An LLC offers
liability protection with more flexible management and tax treatment. A nonprofit corporation
is for an organization operated for a charitable, educational, religious, or other exempt purpose.
Business corporation in Delaware
A Delaware corporation files a Certificate of Incorporation with the Division of Corporations. The filing identifies the registered agent, authorized shares, and the incorporator. Delaware’s corporate statute and Court of Chancery are the main reasons companies choose the state.
| Formation document | Certificate of Incorporation |
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| State filing fee | $109 minimum The minimum assumes a simple authorized-share structure. The fee can increase based on authorized shares and par value. |
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| Annual filing | Annual Report and franchise tax — due March 1; $50 annual report fee plus franchise tax (minimum $175 under the authorized-shares method). Franchise tax can rise substantially with authorized shares or assumed par value capital. |
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| Tax treatment | A Delaware corporation is a C corporation by default, with S corporation status available by federal election. Delaware franchise tax is a separate privilege tax and is not the same as the federal income tax return. |
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| Best for | Companies that expect outside investors, complex financing, equity compensation, or a future sale and want a familiar Delaware corporate structure. |
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- A corporate name that is distinguishable and includes a required designator.
- A Delaware registered agent and registered office with a physical street address.
- The number of authorized shares and par value, or a statement that shares have no par value.
- The incorporator’s name and address, plus any optional provisions the owners want in the charter.
Start a Delaware Corporation FilingLimited liability company in Delaware
A Delaware LLC files a Certificate of Formation. The certificate is short and does not require the operating agreement to be filed with the state. Delaware LLCs are governed by the Delaware Limited Liability Company Act and are popular for holding companies and joint ventures.
| Formation document | Certificate of Formation |
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| State filing fee | $110 |
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| Annual filing | Annual LLC tax — due June 1; $400. No annual report is filed. The annual tax applies even if the LLC had no activity. |
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| Tax treatment | A Delaware LLC is pass-through by default for federal income tax purposes, with S or C corporation elections available. Delaware does not impose a separate LLC income tax at the entity level, but the annual LLC tax applies. |
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| Best for | Holding companies, joint ventures, startups, and owner-managed businesses that want contractual flexibility and a familiar Delaware law framework. |
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- An LLC name that includes Limited Liability Company, LLC, L.L.C., or another accepted designator.
- A Delaware registered agent and registered office with a physical street address.
- The name and address of the authorized person signing the certificate.
- A written operating agreement, which is not filed with the state but is important for governance and ownership.
Start a Delaware LLC FilingNonprofit corporation in Delaware
A Delaware nonprofit corporation files a nonprofit Certificate of Incorporation. Delaware nonprofit corporations are common for charitable and membership organizations, but federal 501(c)(3) status is a separate IRS determination.
| Formation document | Certificate of Incorporation – Nonprofit |
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| State filing fee | $109 |
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| Annual filing | Annual Report — due March 1; $25. Nonprofits file the report but are generally exempt from Delaware franchise tax. |
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| Tax treatment | Delaware nonprofit corporation status does not automatically create federal tax exemption. The organization must apply to the IRS and may need separate state charitable registration if it solicits donations. |
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| Best for | Charitable, educational, religious, and membership organizations that want Delaware nonprofit status and a familiar governance framework. |
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- A nonprofit name that meets Delaware naming rules and includes an accepted designator.
- A Delaware registered agent and registered office.
- The nonprofit purpose and any required IRS language if the organization will seek 501(c)(3) status.
- The incorporator and initial directors or trustees required by the certificate.
Start a Delaware Nonprofit Filing Delaware entity comparison
| Factor | Corporation | LLC | Nonprofit |
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| Formation document | Certificate of Incorporation | Certificate of Formation | Certificate of Incorporation – Nonprofit |
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| State filing fee | $109 minimum | $110 | $109 |
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| Annual filing | Annual Report and franchise tax | Annual LLC tax | Annual Report |
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| Tax treatment | A Delaware corporation is a C corporation by default, with S corporation status available by federal election. Delaware franchise tax is a separate privilege tax and is not the same as the federal income tax return. | A Delaware LLC is pass-through by default for federal income tax purposes, with S or C corporation elections available. Delaware does not impose a separate LLC income tax at the entity level, but the annual LLC tax applies. | Delaware nonprofit corporation status does not automatically create federal tax exemption. The organization must apply to the IRS and may need separate state charitable registration if it solicits donations. |
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| Best for | Companies that expect outside investors, complex financing, equity compensation, or a future sale and want a familiar Delaware corporate structure. | Holding companies, joint ventures, startups, and owner-managed businesses that want contractual flexibility and a familiar Delaware law framework. | Charitable, educational, religious, and membership organizations that want Delaware nonprofit status and a familiar governance framework. |
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Franchise tax and the annual report are different filings
Delaware corporations file an annual report and pay franchise tax by March 1. The annual report itself has a $50 fee for most domestic corporations; franchise tax is calculated separately and has a minimum of $175 under the authorized-shares method. The total can be much higher for companies with large authorized share counts or significant assumed par value capital.
Delaware LLCs do not file an annual report. Instead, they pay a flat annual tax, which the Division of Corporations lists as $400, due June 1. The tax applies even if the LLC was inactive during the year unless the entity was formally cancelled. Nonprofits file an annual report by March 1 with a $25 fee and are generally exempt from franchise tax.
Why Delaware is popular with investors
Delaware’s corporate law is flexible and well developed, and the Court of Chancery handles business disputes without juries. Investors and lenders are accustomed to Delaware entities, and many financing documents assume a Delaware corporation or LLC. Those advantages are real, but they do not eliminate the need to register as a foreign entity in the state where the business actually operates.
A Delaware entity that has offices, employees, or a physical presence in another state will usually need to qualify to do business in that state as well. That foreign registration creates a second set of annual filings and fees. We can coordinate the Delaware formation and the foreign registrations through our nationwide filing service.
A Delaware registered agent is mandatory
Every Delaware corporation, LLC, and nonprofit corporation must maintain a registered agent and a registered office in Delaware. The registered office must be a physical street address, not a post office box, and the agent must be available during normal business hours to receive service of process and official state correspondence.
Our Wilmington office, operated by Registered Office Service Company, a subsidiary of M. BURR KEIM COMPANY, provides Delaware registered agent and registered office services at 919 N. Market Street, Suite 425, Wilmington, Delaware 19801.
How to form a Delaware entity
- Check name availability. Search the Delaware entity database and confirm the proposed name is distinguishable and uses the correct designator for the entity type.
- Appoint a Delaware registered agent. Arrange a physical Delaware street address and an agent who can receive service of process and official state mail during business hours.
- Prepare the formation document. Complete the Certificate of Incorporation or Certificate of Formation. Corporations should confirm authorized shares and par value before filing because those details affect franchise tax.
- File with the Division of Corporations. Submit online or by mail with the applicable state fee. Expedited service is available if you need the entity formed quickly.
- Calendar the Delaware annual obligation. Corporations file by March 1; LLCs pay the annual tax by June 1; nonprofits file by March 1. Add any foreign-state registrations to the calendar as well.
Delaware annual obligations
Delaware’s annual requirements are easy to separate incorrectly. A corporation has both an annual report fee and a franchise tax calculation. An LLC has an annual tax but no annual report. A nonprofit files an annual report and generally pays no franchise tax. The due dates are also different: March 1 for corporations and nonprofits, June 1 for LLCs.
Missing a Delaware filing can result in penalties, interest, loss of good standing, and eventually dissolution or cancellation. The state does not prorate the LLC annual tax, so an entity that is active at any point during the year can owe the full amount. We can coordinate the annual report, franchise tax, and registered agent service so the deadlines stay together.
| Entity | Annual filing | Due | State fee |
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| Business corporation | Annual Report and franchise tax | March 1 | $50 annual report fee plus franchise tax (minimum $175 under the authorized-shares method) |
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| Limited liability company | Annual LLC tax | June 1 | $400 |
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| Nonprofit corporation | Annual Report | March 1 | $25 |
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Does Delaware require newspaper publication?
No. Delaware does not require corporations, LLCs, or nonprofit corporations to publish a newspaper notice of formation. The formation is complete when the Division of Corporations accepts the filing and the registered agent is in place.
Some other states, including Pennsylvania, New York, and Georgia, have publication requirements for certain entities. If a Delaware entity registers to do business in one of those states, the foreign registration or the entity’s activities may trigger a separate publication obligation. We can confirm the rule for each state where the entity will operate.
Delaware formation questions
The Delaware Certificate of Formation filing fee is $110. A registered agent, operating agreement, and expedited service are separate. The LLC also owes a $400 annual tax beginning in the year after formation, due June 1.
The minimum Certificate of Incorporation filing fee is $109 for a simple share structure. The total can be higher based on authorized shares and par value. After formation, the corporation files an annual report with a $50 fee and pays franchise tax, with a minimum franchise tax of $175 under the authorized-shares method.
The nonprofit Certificate of Incorporation filing fee is $109. The annual report fee is $25 and is due March 1. Nonprofits are generally exempt from Delaware franchise tax. IRS 501(c)(3) application fees and charitable registration costs are separate.
No. Delaware LLCs do not file an annual report. They pay a flat annual tax of $400, due June 1. The tax is not prorated and can apply even if the LLC had no revenue or activity during the year.
Yes. Delaware corporations, LLCs, and nonprofit corporations must maintain a registered agent and a physical Delaware registered office. Our Wilmington office can provide both, along with service of process forwarding and official state mail handling.
Many businesses do, but a Delaware entity that operates in another state usually must also register as a foreign entity there. That creates additional annual filings and fees. The decision should account for investors, financing, operations, and the cost of maintaining multiple state registrations.
Online filings are often processed the same day or within a few business days. Mail filings take longer. Expedited service is available for an additional fee, and the Division of Corporations publishes current cutoff times and expedite options.
Official Delaware resources
Fees, forms, and deadlines were reviewed in November 2026 and can change. This guide is
general information for attorneys, businesses, and nonprofit organizations. It is not legal,
tax, or accounting advice. Confirm the current requirement with the Delaware Division of Corporations, Delaware Secretary of State or your
professional adviser before filing.