Delaware · Corporation
How to Start a Corporation in Delaware
Delaware is the default for venture-backed companies, and it charges a yearly price for the privilege. Know the tax math before you file.
See the stepsShort answer
To start a corporation in Delaware, file a Certificate of Incorporation with the Division of Corporations for $109 (one page; the fee varies with authorized stock). At checkout that is $109 for Delaware plus $123.75 for our formation, $232.75 before card processing. Every year after, by March 1, you file the annual franchise tax report with a $50 filing fee and pay franchise tax that starts at a $175 minimum under the Authorized Shares method.
Last checked .How do I incorporate in Delaware, step by step?
Delaware's quirk is the franchise tax. Your corporation owes it every year, and the state's default Authorized Shares method bills you by how many shares the certificate authorizes. Authorize ten million shares for a startup and the default bill can be far above what you actually owe, because the Assumed Par Value Capital method often comes out lower. The statute sets a $175 floor on the first method and a $400 floor on the second, and caps both at $200,000. The tax and a $50 annual report filing fee are due March 1. None of that is hard, but you should pick your share count and your method on purpose, not by accident.
Choose and check the name
Your name must contain a word such as company, corporation, incorporated or limited, or an abbreviation of one. The Division of Corporations can waive that requirement in some cases. Check availability in the Division's entity name search before you file, and reserve the name if you need time. See the Delaware name search guide.
Name a registered agent
A Delaware corporation must maintain a registered agent and registered office in Delaware; the agent can be the corporation itself or a Delaware resident individual or entity. 4 Ours is $74.25 a year. Delaware registered agent rules.
File certificate of incorporation
File the Certificate of Incorporation with Delaware. The fee at our checkout is $109. Details are below.
Adopt bylaws
Bylaws are the board's rules: how directors are elected, how meetings run and how officers are chosen. Every corporation we form includes them.
Name directors, officers and issue shares
A Delaware board has 1 or more directors, each a natural person. 5 Hold an organizational meeting, record it in minutes, and issue stock to the owners.
Get an EIN
The EIN is the corporation's federal tax ID. The IRS issues it free at irs.gov.
Register for state taxes
Register with Delaware Division of Revenue and One-Stop Business Registration: business license and withholding registration through One-Stop. 9
File the annual report
Put the first deadline on your calendar before you file anything else. See the Delaware annual report page and the filings below.
How much does it cost to incorporate in Delaware?
| Item | Cost | When |
|---|---|---|
| State filing fee (what our checkout charges) | $109 | At filing |
| Our formation, bylaws included | $123.75 | At filing |
| Total for the filing | $232.75 | Before card processing |
| With our registered agent for a year (Formation + Registered Agent) | $287.20 | At filing |
| With the Day-One Bundle | $331 | At filing |
| Annual franchise tax report (each year) | $50 6 | March 1 |
| Delaware franchise tax, minimum (each year) | $175 7 | March 1 |
| Registered agent after the first year | $74.25 a year | Optional |
Card processing is added at checkout and shown before you pay. Delaware's fees are the same whoever files.
Delaware at a glance
| Question | Delaware |
|---|---|
| Formation filing and state fee | Certificate of Incorporation, $109 1 |
| Expedited filing | 24-hour $50, same day $100, 2-hour $500, 1-hour $1,000 2 |
| Name rule | Must contain one of: association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate or limited (or an abbreviation); the Division may waive this 3 |
| Registered agent | Must maintain a registered agent in Delaware (the corporation itself, a resident individual, or a Delaware entity) at a registered office in the state 4 |
| Directors and officers | At least 1 director; officers: officers as stated in the bylaws or a board resolution; one person may hold any number of offices 5 |
| Annual report | Annual franchise tax report, $50, due March 1 6 |
| Franchise or minimum tax | Delaware franchise tax: Authorized Shares method ($175 minimum) or Assumed Par Value Capital method ($400 minimum); $200,000 maximum, due March 1 7 |
| Corporate income tax | 8.7% flat 8 |
Do I need a registered agent in Delaware?
A Delaware corporation must maintain a registered agent and registered office in Delaware; the agent can be the corporation itself or a Delaware resident individual or entity. 4 You can be your own agent if you have a street address in the state and are there in business hours, but the address goes on the public record. Ours, through our partner Registered Agents Inc, is $74.25 a year, or $178.20 with the formation. Delaware registered agent rules.
What goes in the Delaware certificate of incorporation?
The filing is a Certificate of Incorporation. Expedite fees sit on top: $50 for 24-hour, $100 for same day, $500 for 2-hour and $1000 for 1-hour service. Name a Delaware registered agent, set your authorized shares, and file.
Which annual reports and franchise taxes will a Delaware corporation owe?
Your first deadline is March 1 of the next year: file the annual franchise tax report ($50 filing fee) and pay the franchise tax. The minimum is $175 on the Authorized Shares method and $400 on the Assumed Par Value Capital method, with a $200,000 maximum.
- Delaware charges a $50 filing fee for a corporation's annual franchise tax report ($25 for exempt corporations). 6
- Delaware's annual franchise tax is due with the report by March 1: the minimum is $175 under the Authorized Shares method and $400 under the Assumed Par Value Capital method, and the maximum is $200,000. 7
- A Delaware C corporation pays 8.7% of Delaware taxable income (2024 Division of Revenue instructions). 8
How do I start an S corp in Delaware?
A corporation is a C corporation unless it elects otherwise. An S corp is a tax election, not another kind of entity. The order is plain: form the corporation, get the EIN, then file IRS Form 2553 within 2 months and 15 days after start of the tax year the election takes effect (or any time in the prior tax year) 11. Delaware exempts qualified S corporations from the corporation income tax if they hold a valid federal S election. 10
We file Form 2553 for $165. Run your own numbers in the calculator or read Delaware: S corp or C corp.
Should I form a corporation or an LLC in Delaware?
Shares, a board and officers. The usual choice when you plan to raise money from investors or issue stock options.
Fewer formalities and flexible ownership. Often the simpler choice for one owner or a small team.
Compare the two: How to start an LLC in Delaware.
Why do investors ask for a Delaware C corporation?
Venture investors usually ask for a Delaware C corporation because their standard financing documents are written for it, Delaware's Court of Chancery hears corporate disputes, and the Delaware General Corporation Law is a well-settled body of rules that lawyers on both sides already know.
Delaware also lets you pay franchise tax under whichever of its two methods comes out lower (see the annual filings above), which matters once you authorize millions of shares for founders and an option pool.
If you operate somewhere else, you form the Delaware corporation and then register it as a foreign corporation where you work, and you pay that state's fees too. See foreign qualification.
What do I do after filing in Delaware?
- Adopt the bylaws and hold the first board meeting; write minutes.
- Issue stock to the owners and keep a stock ledger.
- Get the EIN, open a business bank account and keep money separate.
A new Delaware business registers and licenses through the state One-Stop, which also handles withholding registration with the Division of Revenue. 9
Form your Delaware corporation
We file it for $123.75 plus the state fee ($109), with bylaws included. Add the registered agent for $178.20 in all, or take the Day-One Bundle at $222.
Form my corporation Formation + Registered Agent Day-One Bundle S-Corp Election
Common questions
How much does it cost to incorporate in Delaware?
The Certificate of Incorporation fee is $109 for a one-page document, and it varies based on authorized stock. Expedite service is extra: $50 for 24-hour, $100 same day, $500 for 2-hour and $1000 for 1-hour.
When is the Delaware franchise tax due?
March 1 each year, with the annual franchise tax report. The report carries a $50 filing fee. The tax is computed by the Authorized Shares method or the Assumed Par Value Capital method, whichever you choose to file.
What is the minimum Delaware franchise tax?
The minimum is $175 under the Authorized Shares method and $400 under the Assumed Par Value Capital method. The maximum under either is $200,000.
Can I get Delaware incorporation approved the same day?
Yes. The Division of Corporations offers 24-hour ($50), same day ($100), 2-hour ($500) and 1-hour ($1000) service for an incorporation, on top of the $109 filing fee.
How many directors does a Delaware corporation need?
One. The board must have 1 or more members, and each director must be a natural person. One person can also hold every office unless your documents say otherwise.
Sources 11 links, checked Nov 7, 2026
- Delaware charges $109 to file a Certificate of Incorporation (one page); the Division marks the fee as varying based on stock. corpfiles.delaware.gov, checked Nov 7, 2026
- For an incorporation, Delaware's expedite fees are $50 for 24-hour, $100 for same day, $500 for 2-hour and $1000 for 1-hour service, on top of the filing fee. corpfiles.delaware.gov, checked Nov 7, 2026
- A Delaware corporation's name must contain a word such as company, corporation, incorporated or limited, or an abbreviation of one. delcode.delaware.gov, checked Nov 7, 2026
- A Delaware corporation must maintain a registered agent and registered office in Delaware; the agent can be the corporation itself or a Delaware resident individual or entity. delcode.delaware.gov, checked Nov 7, 2026
- A Delaware board has 1 or more directors, each a natural person. delcode.delaware.gov, checked Nov 7, 2026
- Delaware charges a $50 filing fee for a corporation's annual franchise tax report ($25 for exempt corporations). delcode.delaware.gov, checked Nov 7, 2026
- Delaware's annual franchise tax is due with the report by March 1: the minimum is $175 under the Authorized Shares method and $400 under the Assumed Par Value Capital method, and the maximum is $200,000. delcode.delaware.gov, checked Nov 7, 2026
- A Delaware C corporation pays 8.7% of Delaware taxable income (2024 Division of Revenue instructions). revenuefiles.delaware.gov, checked Nov 6, 2026
- A new Delaware business registers and licenses through the state One-Stop, which also handles withholding registration with the Division of Revenue. onestop.delaware.gov, checked Nov 7, 2026
- Delaware exempts qualified S corporations from the corporation income tax if they hold a valid federal S election. revenuefiles.delaware.gov, checked Nov 6, 2026
- IRS: Form 2553 instructions irs.gov, checked Nov 6, 2026
Last verified Nov 7, 2026.
This page explains the rules; it is not legal or tax advice.