What It Costs to Form and Maintain a Delaware Corporation

Incorporating in Delaware has a state filing fee for the Certificate of Incorporation, set by the Division of Corporations. That fee is what makes your corporation exist on the state's records. It's shown, along with everything else, in the receipt card on this page — we keep the displayed amount matched to what the state actually charges, so there's no gap between the number you see and the number you pay.

Expedited processing

Delaware is unusually generous with speed, and you pay for it. On top of standard processing (about ten business days), the state offers a menu of expedited tiers — same-day, 24-hour, and even one-hour and two-hour service — each with its own added fee. If you're racing a financing close or a bank deadline, expedited service is worth it; if you have time, standard processing keeps the cost down. The choice is yours, and the receipt card reflects whatever tier you select.

Where costs vary

The state filing fee for a Delaware corporation can depend on details like your authorized shares, since Delaware's fees and later franchise tax both key off that number. Authorizing an enormous share count "just in case" isn't free — it can raise costs at filing and, more significantly, at franchise tax time. Set your share structure deliberately rather than defaulting to a giant round number.

This is the part first-time Delaware owners underestimate. Every Delaware corporation owes an annual report fee and an annual franchise tax, both due March 1, every year, for as long as the corporation exists. The franchise tax is the piece that varies — and can vary enormously — depending on how you calculate it.

Two ways to calculate the franchise tax

Delaware offers two methods, and you may pay whichever produces the lower amount:

• Authorized shares method: keyed to the total number of shares your corporation is authorized to issue. Authorize a large number and this method can generate a very large bill.
• Assumed par value capital method: based on your issued shares and total gross assets. For a startup with modest assets, this almost always produces a far smaller number than the authorized shares method.

The practical lesson: don't panic at the first franchise tax notice, which often uses the authorized shares method by default. Recalculate under the assumed par value capital method — for most small and early-stage corporations, that's the number to pay. This single point saves Delaware founders real money every year.

The registered agent fee

Because Delaware requires a registered agent continuously and most owners are out of state, agent service is a real recurring cost to budget for alongside the franchise tax. Standalone providers bill it as its own annual service fee, separate from state charges — the price of keeping a lawful Delaware address for a company run from elsewhere. With Mainstay Filing there's no such standalone line: the agent sits inside the same flat yearly fee that covers our filing work, year after year.

The filing fee and franchise tax are the obvious costs. A few others tend to surprise people, especially those who chose Delaware while operating in another state.

Foreign qualification in your home state

If your corporation is formed in Delaware but you actually do business in another state, you'll likely have to register there as a foreign corporation — which means that state's registration fee, its annual report or franchise obligation, and a second registered agent in that state. For a business that's really based elsewhere, this is the hidden cost of the Delaware decision: you end up paying two states, not one.

Federal EIN

Getting an EIN from the IRS is free if you apply directly at IRS.gov. Don't pay a third party for something the IRS hands out at no cost in about ten minutes. Budget zero for the EIN itself.

Amendments and later filings

Changing your corporate name, amending your share structure, or updating the certificate each carries its own state filing fee. These aren't formation costs, but they come up as a company evolves — raising a round, restructuring equity — and each amendment is a separate paid filing with the Division of Corporations.

There are two kinds of money involved in a Delaware corporation, and it helps to keep them separate. The first is state fees — the Certificate of Incorporation filing fee, any expedite charge, and the recurring franchise tax and annual report — all set by Delaware and collected by the state. We don't mark these up. What the state charges is what appears on the receipt card, matched to the current amounts.

The second is our service fee — one flat amount each year that pays for preparing your filing correctly, submitting it, keeping your Delaware registered office continuous through our agent service, and preparing and filing the annual report as March 1 approaches. When you look at the receipt card on this page, you're seeing both layers laid out plainly, so you always know which dollars go to Delaware and which pay for the work of getting the filing done and the entity maintained.

What we don't do is bury a big markup inside a "state fee" line or spring recurring charges you didn't agree to. The franchise tax is Delaware's; our single yearly fee — agent and annual report included — is ours; and both are visible. Our aim is a cost picture with no surprises — which, given how the Delaware franchise tax surprises people, is worth something on its own.