Delaware corporation
Incorporate in Delaware.
- From $109 to file
- Report due March 1
- No residency rule
What a Delaware corporation costs
The state's own fees, passed on at cost. Our package is separate and shown before you pay.
- Certificate of Incorporation
- From $109
- For a one-page certificate. Each extra page adds $9, and more authorized stock can raise it.
- Faster filing (optional)
- $50 to $1,000
- 24-hour $50, same day $100, 2-hour $500, 1-hour $1,000.
- Name reservation (optional)
- $75
- Holds a name for 120 days.
- Certified copy (optional)
- $50
- A stamped copy of your certificate, which some banks ask for, plus $2 a page. A good standing certificate is also $50.
- Annual report
- $50 a year
- Due every March 1, with the franchise tax.
- Franchise tax
- $175 or $400 minimum
- Depends on the method (explained below). The most anyone pays is $200,000.
- Our package
- From $19.99
- Filing, your company documents and first-year reminders. What each package includes
- Total to form
- From $128.99with Core
- From $308with Complete
- The state's fee, plus our package. Complete also covers rush processing, your registered agent, EIN and first annual report. Optional extras aren't included. The extra state fees, explained
How to incorporate in Delaware, step by step
- Choose a name Delaware will acceptIt must include a word such as "Corporation", "Incorporated", "Company" or "Limited", or an abbreviation like "Inc.", and be distinguishable on Delaware's records. "Bank" is barred, and "trust" brings banking supervision. Reserving a name is optional: $75 for 120 days.
- Appoint a registered agent in DelawareIt needs a Delaware street address that's open to accept legal papers, and forwards the yearly franchise tax notices. An individual agent must live in Delaware; no agent may work only through a virtual office or mail forwarding.
- Decide your sharesThe certificate states how many shares the company may issue and their par value. That choice affects the filing fee and the yearly tax: par-value stock is charged on its total par value, while no-par stock is charged per share, which adds up quickly with millions of shares.
- File the Certificate of IncorporationIt states the name, the registered agent, the purpose ("any lawful act or activity" is enough), the authorized shares and the incorporator's name and address. It's filed online through the Division's filing service or by mail, from $109.
- Organize the companyAfter filing, the incorporator or first directors adopt bylaws and elect the board. The board needs at least one person, directors don't have to own shares, and one person can hold several offices. Bylaws stay with the company; they aren't filed.
What we handle for your Delaware corporation
The step that catches founders out in Delaware is the share structure: with millions of authorized shares, the franchise tax can run into tens of thousands of dollars unless it's worked out the other way Delaware allows, from the company's assets and issued shares (the assumed par value method).
- We talk through your share structure before filing, since it decides both the filing fee and the yearly tax.
- We file your Certificate of Incorporation online, with a speed-up if you need one.
- Our registered agent is your Delaware address for legal papers and franchise tax notices, included for the first year with our Complete package.
- The incorporator can be us, and both our packages include bylaws and first board resolutions.
- Every March 1, we can file your annual report and franchise tax using the method that gives the lower tax.
Every year after
- What
- Annual Franchise Tax Report, plus franchise tax
- Due
- March 1 every year
- Report fee
- $50
Delaware franchise tax in detail: late fees, what's filed and reinstatement
Have us handle it every yearOr get a free reminder before it's due
What goes on the public record
The certificate shows the incorporator's name and mailing address, and that can be us. Each annual report lists every director's name and address and the officer who signs it, and Delaware sells copies to anyone. Stockholders aren't listed in either.
If you live outside the US
- Delaware has no residency or citizenship rule for owners, directors or officers.
- You'll need a commercial registered agent: an individual agent has to live in Delaware. Ours is included for the first year with our Complete package.
- Registered agents check every customer against US sanctions lists, wherever they live.
- At the federal level, the corporation files Form 1120 every year, plus Form 5472 if a foreign owner holds 25% or more.
Starting a US company from outside the USHow the EIN works from abroadOur registered agent
Questions people ask
How do I keep Delaware franchise tax low?
File under whichever method gives the lower tax. With millions of authorized shares, that means reporting the company's gross assets and issued shares so the Assumed Par Value Capital method can apply, with its $400 minimum.
When is the first franchise tax report due?
By March 1 of the year after you incorporate. The first year's tax is prorated for the part of the year the company existed.
Do directors' names become public?
Yes. The annual report lists every director's name and address, and Delaware sells copies to anyone. Stockholders aren't listed.
Do I need to live in the US to incorporate in Delaware?
No. Anyone can incorporate, wherever they live, and directors and officers have no residency rule. You do need a registered agent in Delaware.
Why do startups choose Delaware?
Investors and their lawyers know Delaware corporations well. It isn't required, though: a company that only works in one US state often does better incorporating there.