From $109 to file, rising with the stock you authorize. One $50 report and a franchise tax every March 1. Our AI mapped every step from Delaware’s own rules, so you can do this in one sitting.
The 10-minute walkthrough. Every step below links to its chapter.
Updated . Facts checked against the Delaware Division of Corporations, the Delaware Code and the IRS. Written by the EntityEngine Editorial Team.
The short answer
Forming a Delaware corporation takes five steps and one filing
To form a corporation in Delaware, choose a name with a designator like "Inc.", appoint a registered agent with a street address in Delaware, file a Certificate of Incorporation with the Delaware Division of Corporations for $109 or more, adopt bylaws and issue stock, and get a free EIN from the IRS. Every March 1 the corporation files an annual report ($50) and pays franchise tax, which starts at $175 or $400 depending on the method.
Fast facts
Delaware corporation costs and rules, verified October 1, 2026
Checked against the Delaware Division of Corporations fee schedule revised August 1, 2026, the Delaware Code, and the IRS.
Delaware corporation fast facts
Topic
Answer
Detail
State filing fee
$109 minimum
For a one-page certificate. It rises with authorized stock, and $9 is added for each extra page.
Expedited filing
$50 24-hour · $100 same day · $500 2-hour · $1,000 1-hour
Optional. Same-day must be in by 2:00 pm ET, 2-hour by 7:00 pm ET, 1-hour by 9:00 pm ET.
Standard processing time
Not published by Delaware
Anyone quoting a number of days is guessing.
Annual report
$50, due March 1
Filed online every year, together with the franchise tax.
Franchise tax
From $175 or $400, due March 1
Two methods; you pay the lower. Authorized Shares starts at $175. Assumed Par Value Capital has a $400 minimum.
Late penalty
$200 plus 1.5% a month
On the tax and the penalty. The corporation also falls out of good standing.
Registered agent
Required, Delaware street address
A virtual office, mail-forwarding service or P.O. box does not qualify.
Name reservation
$75 for 120 days
Optional. You can file the certificate without reserving first.
EIN
Free from the IRS
Instant online once Delaware has filed your certificate.
Delaware business license
Only if operating in Delaware
Delaware has no state sales tax, but a business operating in Delaware pays gross receipts tax.
Beneficial ownership report
U.S.-formed companies are exempt
FinCEN’s final rule (August 11, 2026, effective August 14, 2026) exempts companies created in the United States from beneficial ownership reporting.
In the video
What the 10-minute walkthrough covers
Jump straight to the part you need. Each chapter starts the video at that moment.
Our AI mapped it out, so you don’t have to
Every number on this page comes from Delaware’s own fee schedule, statutes and tax rules, checked on October 1, 2026.
Every fee, from the August 1, 2026 schedule
The $109 minimum filing fee, the $50 certified copy and all four expedite tiers, read from Delaware’s current fee schedule, not from another guide.
The March 1 franchise tax trap
A notice of $85,165 for 10,000,000 authorized shares, and the second method that usually brings it down to $400. We track the date for every corporation we form.
Name rules checked before you file
The required designator, the distinguishable-name test and the restricted words, so a rejection never costs you a second filing.
Registered agent rules, including the virtual-office ban
Delaware says an agent may not work solely through a virtual office or mail forwarding. We arrange a real Delaware agent and track the renewal.
Step by step
The 5 steps to form a Delaware corporation
The same order the video teaches. Each step tells you where to go, what it costs, and the one thing that trips people up.
1
Step 1: Choose your business name
Pick a name with a designator such as "Inc." or "Corporation" and check that it is distinguishable from every entity already on Delaware’s records.
Must include a designator: a word such as "Incorporated", "Corporation", "Company" or "Limited", or an abbreviation such as Inc., Corp., Co. or Ltd. (8 Del. C. § 102(a)(1)).
Must be distinguishable on the Division’s records from every other entity already on file. "Kind of different" is not enough.
"Bank" and "trust" are restricted unless the company really is one.
Reserving a name is optional: $75 holds it for 120 days.
You do not need to reserve the name to incorporate. Skip the $75 unless you are not ready to file yet.
2
Step 2: Choose your Delaware registered agent
Delaware requires a registered agent with a real street address in Delaware, on file from day one, to receive legal papers for the corporation.
Every Delaware corporation must keep a registered office and a registered agent in Delaware, at all times.
The agent can be the corporation itself (if it has a Delaware business office), an individual who lives in Delaware, a Delaware entity, or a foreign entity authorized to do business in Delaware.
The registered office is a Delaware street address with a business office that is generally open during business hours. A virtual office or mail-forwarding service alone does not qualify, and a P.O. box is not acceptable.
The Division lists more than a hundred commercial registered agents. Its own words: "Registered Agents are not regulated by the State of Delaware." Do your own due diligence.
Free only if the corporation has a real business office in Delaware. Otherwise a yearly fee to a Delaware provider.
Watch out
Most founders do not have a Delaware office, so this is the step that stops them. A P.O. box, virtual office or mail-forwarding service will not be accepted.
3
Step 3: File your Certificate of Incorporation
The filing that creates your corporation. In Delaware it is called the Certificate of Incorporation, and the fee depends on how much stock you authorize.
What goes in the certificate (8 Del. C. § 102)
The corporation’s name, with a required designator
The registered office’s street address in Delaware and the name of the registered agent there
The purpose (a general "any lawful act or activity" clause is allowed)
The number of shares the corporation may issue, and their par value or a statement that they have no par value
The incorporator’s name and mailing address
The incorporator’s signature, with the name printed or typed beneath it
What changes the filing fee
The $109 minimum covers a one-page certificate. Delaware says the fee varies based on stock: it rises with the number of authorized shares and their par value.
Delaware publishes fee calculators for par-value and no-par stock. Run one before you file.
$9 is added for each additional page.
How to file
Online through the Division’s Document Filing and Certificate Request Service. Fees are charged when the order is processed. Hours: Monday to Thursday 7:45 am to 11:59 pm, Friday 7:45 am to 10:30 pm Eastern.
Or by mail to the Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901, with a cover letter.
Visa, MasterCard, American Express and Discover are accepted. Payments over $5,000 must be ACH debit.
From $109 state fee, more if you authorize a lot of stock. Add $50 for 24-hour, $100 for same-day, $500 for 2-hour or $1,000 for 1-hour service.
Watch out
Delaware does not publish a standard turnaround. Anyone quoting "3 to 5 days" or "3 weeks" is guessing. If you need a date, pay for expedited service. Authorizing 10,000,000 shares is common for startups, and it also drives your first franchise tax notice (see the March 1 section below).
4
Step 4: Adopt bylaws and issue stock
The certificate creates the corporation. The organization meeting makes it work: bylaws, directors, officers and the first stock issuance.
Filing makes the corporation exist. Organizing makes it work.
After the certificate is filed, the incorporator or the initial directors hold an organization meeting, or sign a written consent instead of meeting, to adopt bylaws, elect directors, appoint officers and authorize the issuance of stock (8 Del. C. § 108).
Bylaws are the internal rulebook. They are not filed with the state, but a bank, an investor or a court will ask for them (8 Del. C. § 109).
This is the stage where most founders issue their own shares. Keep a stock ledger from day one.
If you plan to raise money, talk to a CPA or attorney about vesting and an IRS 83(b) election before you issue stock. The 83(b) election has a 30-day clock.
Bring the filed Certificate of Incorporation, the bylaws and the EIN letter. Banks ask for all three.
Issue founder stock and keep the cap table
Issue shares under the board’s authorization, sign the founder stock purchase agreements and record every grant and vesting schedule in a stock ledger from day one.
Get a Delaware business license only if you operate in Delaware
Delaware Division of Revenue, through Delaware One Stop. Delaware has no state sales tax, but a business operating in Delaware pays gross receipts tax.
Register in the state where you actually work
A Delaware corporation run from another state usually has to register there as a foreign corporation and pay that state’s fees too. The Delaware filing does not replace it.
Beneficial ownership report: nothing to file
FinCEN’s final rule (August 11, 2026, effective August 14, 2026) exempts companies created in the United States from beneficial ownership reporting.
Put March 1 on the calendar
The annual report and franchise tax are due every March 1 for as long as the corporation exists, alongside your annual meetings and board consents. EntityEngine’s Compliance Engine reminds you before it is due.
Heads up
The March 1 franchise tax that surprises new Delaware corporations
Every Delaware corporation files an annual report and pays franchise tax on or before March 1, online. The report fee is $50. Delaware calculates the tax two ways and you pay the lower: the Authorized Shares method starts at $175 and adds $85 for every 10,000 shares above 10,000, and the Assumed Par Value Capital method charges $400 per $1,000,000 of assumed par value capital, with a $400 minimum.
Here is the trap. Delaware prints your Annual Franchise Tax Notification using the Authorized Shares method, and a startup that authorized 10,000,000 shares sees $85,165. That number is real only if you do not recalculate. Run the Assumed Par Value Capital method and a company with modest assets owes the $400 minimum.
Miss March 1 and Delaware adds a $200 penalty plus 1.5% interest per month on the tax and the penalty, and the corporation falls out of good standing.
When you form with EntityEngine, we arrange your Delaware registered agent for you, and the Compliance Engine tracks the renewal. EntityEngine is not a law firm and does not give legal or tax advice.
FAQ
Delaware corporation questions, answered
Plain answers, each one checked against the state’s own rules.
How much does it cost to incorporate in Delaware in 2026?
The Delaware filing fee for a Certificate of Incorporation starts at $109 for a one-page certificate and rises with the number of authorized shares. $9 is added for each extra page, and a certified copy costs $50. Expedited filing is $50 (24-hour), $100 (same-day), $500 (2-hour) or $1,000 (1-hour). After that, every year the corporation pays a $50 annual report fee plus franchise tax, which starts at $175 or $400 depending on the method.
How long does it take to incorporate in Delaware?
Delaware does not publish a standard processing time, so treat any specific number of days as a guess. If you need a date, pay for expedited service: $50 for 24-hour, $100 for same-day (in by 2:00 pm ET), $500 for 2-hour or $1,000 for 1-hour service.
What is the Delaware franchise tax and how is it calculated?
Every Delaware corporation pays an annual franchise tax, calculated two ways. The Authorized Shares method charges $175 for 5,000 shares or fewer, $250 for 5,001 to 10,000 shares, and $85 more for each additional 10,000 shares or part of 10,000. The Assumed Par Value Capital method charges $400 per $1,000,000 of assumed par value capital, with a $400 minimum. You pay whichever is lower. The tax is capped at $200,000 for most corporations, and tax of $5,000 or more is paid in quarterly installments.
Why does my Delaware franchise tax notice show tens of thousands of dollars?
Delaware prints the Annual Franchise Tax Notification using the Authorized Shares method. A startup that authorized 10,000,000 shares sees $85,165 on that notice: $250 for the first 10,000 shares plus $85 for each of the 999 additional 10,000-share blocks. That number is real only if you do not recalculate. Run the Assumed Par Value Capital method, which uses your issued shares and gross assets, and a company with modest assets owes the $400 minimum. You pay the lower of the two.
When is the Delaware annual report due, and what if I am late?
Every Delaware corporation files an annual report and pays franchise tax on or before March 1, for the prior year. It must be filed online, and the report fee is $50. Miss the date and Delaware adds a $200 penalty plus 1.5% interest per month on the tax and the penalty, and the corporation falls out of good standing.
Do I need a registered agent in Delaware, and can I be my own?
Yes. Every Delaware corporation must keep a registered agent at a Delaware street address. You can be your own agent only if the corporation has a real business office in Delaware that is generally open during business hours. A P.O. box, virtual office or mail-forwarding service does not qualify, so most out-of-state founders hire a commercial registered agent.
Do I need to live in Delaware to incorporate there?
No. Under Delaware law any person or entity can incorporate a Delaware corporation without regard to where they live. The one thing that must be in Delaware is your registered agent, with a street address in the state. If you run the business from another state, that state will usually require you to register the Delaware corporation there as a foreign corporation.
What goes in a Delaware Certificate of Incorporation?
Six things: the corporation’s name, the registered office’s Delaware street address and the registered agent’s name, the purpose (a general "any lawful act or activity" clause works), the number of authorized shares and their par value, the incorporator’s name and mailing address, and the incorporator’s signature. The fee starts at $109 and rises with authorized stock.
Do I need a Delaware business license?
Only if the corporation actually does business in Delaware. Then it needs a business license from the Delaware Division of Revenue, registered through Delaware One Stop, and pays Delaware gross receipts tax. A corporation formed in Delaware but operating elsewhere generally does not need one.
Should I incorporate in Delaware or in my home state?
Delaware is the default for venture-backed startups because of its Court of Chancery, predictable corporate law and investor familiarity. It does not by itself lower the taxes of most small operating businesses, and a Delaware corporation run from another state must also register as a foreign corporation there and pay that state’s fees. If you are not raising venture capital, incorporating in your home state is often simpler. This is general information, not legal or tax advice.
Should I form a Delaware corporation or a Delaware LLC?
A corporation fits companies that plan to issue stock, raise venture capital or grant stock options, because investors expect that structure. A Delaware LLC is simpler to run, has pass-through taxation by default and files no annual report; it pays a flat $400 annual tax instead. If you are not sure, an LLC can convert to a corporation later. See our Delaware LLC guide to compare. This is general information, not legal or tax advice.
Facts verified October 1, 2026. Delaware changes fees by statute and publishes a revised schedule; we re-check this page when it does.
This page is general education, not legal or tax advice. EntityEngine is not a law firm, a government agency or a registered agent. Filing and registered agent services are arranged through third-party providers.
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