How to Form a Corporation in Delaware
By Edmond Hui · Facts verified July 29, 2026 against primary state sources
Edmond Hui · Founder, MyStateLLC
Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.
What you file in Delaware
Incorporation filing
| Document | Certificate of Incorporation (minimum filing fee $89; no form number) |
| Fee | from $89 |
| Recurring report | Annual Franchise Tax Report (filed online; no paper form number) — every year, $50 |
| First report due | March 1 (annual report filed together with the franchise tax) |
This page covers the state filing and the charges that follow it. For the procedural side — name availability, registered agent, bylaws and the federal EIN — see the formation guide and how to get an EIN, both of which apply to corporations as well as LLCs.
What it costs to incorporate and stay filed
State filing charges only. Corporate income tax and franchise tax are excluded — both depend on income or net worth, so no flat figure would be true for every corporation.
| Charge | Amount | How often |
|---|---|---|
| Certificate of Incorporation (minimum filing fee $89; no form number) | from $89 | One time |
| Annual Franchise Tax Report (filed online; no paper form number) | $50 | Every year |
| First-year state filing charges | $139 | — |
| Five-year state filing charges | $339 | — |
Delaware is the 18th cheapest of 49 states on the incorporation filing fee alone. Nationally the fee runs from $35 in Montana to $300 in Texas, averaging $113.06. It is a one-off charge, so over five years it is usually outweighed by the recurring report fee and any annual franchise or minimum tax.
States that are cheaper to incorporate in
A cheaper filing fee elsewhere rarely saves money if you actually operate in Delaware. Every state sets its own threshold for what counts as transacting business, and where that threshold is met an out-of-state corporation is generally required to register as a foreign corporation — which would mean fees in both states rather than one. Whether it applies to you depends on facts this page cannot see, so check foreign qualification in Delaware before incorporating elsewhere to save on the filing fee.
Delaware corporation vs Delaware LLC
State filing charges only. Corporate income tax and franchise tax are excluded because both depend on income or net worth, so no flat figure exists for either entity.
| Corporation | LLC | |
|---|---|---|
| Formation filing fee | $89 | $110 |
| Report cadence | Every year | Not required |
| Report fee | $50 | No report required |
| Entity-level tax on the LLC side | — | Annual LLC Tax (alternative entity tax) |
Worth noticing: a corporation is $21 cheaper to file here than an LLC. That is the exception nationally — corporations are the cheaper filing in only 15 of the 50 states, the two entities cost the same in 25, and the LLC is cheaper in 10.
Full Delaware LLC cost breakdown · LLC vs C-corp explained · LLC vs S-corp explained
State taxes a Delaware corporation pays
Corporate income tax
| Applies | Yes |
| Rate | 8.7% on federal taxable income allocated and apportioned to Delaware |
Franchise or gross-receipts tax
Corporations (unlike LLCs) owe an annual franchise tax, computed under either the Authorized Shares Method (minimum $175) or the Assumed Par Value Capital Method (minimum $400). Maximum tax is $200,000 for standard corporations and $250,000 for Large Corporate Filers. Non-exempt domestic corporations also pay a $50 annual report fee (exempt corporations $25). Both are due March 1. LLCs file no annual report and instead pay a flat $300 alternative-entity tax due June 1.
What these totals leave out: the filing-charge figures on this page are what you pay the business filing office. They exclude corporate income tax and any franchise or gross-receipts tax, because both depend on income, net worth or receipts. The section above sets out what Delawarelevies — or that it levies neither. Where a state's franchise tax carries a flat minimum, that minimum is an unavoidable annual cost these totals do not include, and over five years it can be the larger number.
Delaware specifically: the annual franchise tax has a $175 minimum under the Authorized Shares Method and a $400 minimum under the Assumed Par Value Capital Method, per the note above. At the $175 floor that is more over five years than every filing charge on this page combined, so the five-year filing total badly understates what it costs to keep a Delaware corporation in good standing.
C-corp return: Form 1100 (Delaware Corporate Income Tax Return)
Electing S-corporation status in Delaware
Delaware follows the federal S election. Full Delaware S-corporation election guide.
Frequently Asked Questions
Where these numbers come from
This page covers the state filing required to incorporate in Delaware and the charges that follow it. Every figure was checked against Delaware's own published sources on July 29, 2026— the state business filing agency's fee schedule, the governing statute, and where a state tax applies, the state Department of Revenue. Commercial formation-service pages were used as leads only and are never cited. Anything the review could not confirm from an official source is left blank on this page rather than filled with an estimate.
Corporate income tax and franchise tax are quoted as the state publishes them, as rate schedules and thresholds, and are excluded from every dollar total here. They depend on income or net worth, so there is no flat figure that would be true for every corporation.