Cost of a Delaware C Corp in 2026: Every Fee Itemized

The Delaware Division of Corporations charges a minimum of $109 to file a Certificate of Incorporation, under the fee schedule revised August 1, 2026. That figure covers a one-page document; add $9 for each additional page, so a typical two- or three-page startup charter costs $118 to $127 in state fees.

The fee varies with authorized stock because Delaware adds a tax on authorized capital under 8 Del. C. §391. For par value stock, each $100 of aggregate par counts as one assessable share, and the tax can never be less than $15. A startup that authorizes 10,000,000 shares at $0.00001 par has only $100 of aggregate par, so the stock tax stays at its floor and the filing fee stays at the minimum. Authorizing millions of shares with a high par value is the way to make this number grow, which is one reason startup charters use tiny par values.

Optional extras at formation:

• Certified copy of the filed certificate: $50
• 24-hour processing: $50
• Same-day processing: $100
• 2-hour processing: $500
• 1-hour processing: $1,000

Most founders do not need anything faster than 24-hour service unless a financing is closing that week.

The table below lists the government fees you should expect, plus the registered agent, which is a market price rather than a state fee. Delaware figures come from the Division of Corporations fee schedule and franchise tax pages; California figures from the Secretary of State and Franchise Tax Board. All were checked October 2026.

Your first Delaware annual report and franchise tax payment are due March 1 of the year after you incorporate. A company formed in October 2026 files its first report by March 1, 2027.

Delaware requires every corporation to keep a registered agent with a physical office in the state under 8 Del. C. §132. The agent accepts service of process and receives the franchise tax notices the Division of Corporations sends each December.

There is no state fee for having an agent, but commercial agents charge an annual fee. Published prices typically fall somewhere between about $50 and $300 a year, depending on whether you want only mail and process forwarding or extras such as compliance reminders and document storage. Treat that as a typical market range, not a quote. Many formation services include the first year and bill the renewal later, so check the renewal price before you sign up.

Cheap is fine if the agent is reliable. A missed lawsuit notice costs far more than the difference between a $50 and a $250 agent. If you want to change agents later, Delaware charges $50 to file the change.

Each year a non-exempt Delaware corporation pays a $50 annual report fee plus franchise tax, both due by March 1 and filed online. You owe the lower of two calculations, but only if you give the state the information it needs.

The Authorized Shares Method (ASM) looks only at authorized shares: $175 for 5,000 shares or fewer, $250 for 5,001 to 10,000 shares, and $85 for each additional 10,000 shares or portion of 10,000. For a startup with 10,000,000 authorized shares the arithmetic is $250 + (9,990,000 ÷ 10,000 = 999 increments × $85 = $84,915) = $85,165. That is the number on many founders' first notice.

The Assumed Par Value Capital Method (APVC) uses gross assets and issued shares. Divide total gross assets (from Form 1120, Schedule L) by issued shares to get an assumed par value, multiply by authorized shares, then charge $400 per $1,000,000 or portion of a million, with a $400 minimum.

Worked example: 10,000,000 shares authorized, 8,000,000 issued to founders, $250,000 of gross assets at year end. Assumed par is $250,000 ÷ 8,000,000 = $0.03125. Assumed par value capital is $0.03125 × 10,000,000 = $312,500, which is under $1,000,000, so the tax is the $400 minimum. Total annual cost to Delaware: $450 instead of $85,215.

The ASM only wins if you authorize very few shares. A company with 5,000 authorized shares pays $175, but you cannot run an option pool on 5,000 shares, which is why venture-style startups authorize millions and file under APVC. The maximum tax under either method is $200,000 ($250,000 for Large Corporate Filers). Missing the deadline costs a $200 penalty plus 1.5% interest per month.

If your Delaware corporation has employees, an office or meaningful sales in another state, you generally have to register there as a foreign corporation and pay that state's taxes. This is often the largest recurring cost, not Delaware.

California is the common case. A Delaware corporation files a Statement and Designation by Foreign Corporation with the Secretary of State ($100) and then a Statement of Information ($25), which corporations refile every year. California's Franchise Tax Board charges corporate tax at 8.84% of California net income with an $800 minimum. Newly incorporated or newly qualified corporations are exempt from the minimum tax for their first taxable year, though they still owe 8.84% on any income.

Other states charge their own fees. Florida, for example, charges $70 to authorize a foreign corporation ($35 filing plus $35 registered agent designation) and $150 for each annual report. Check your state's secretary of state fee schedule before budgeting, because these fees change.

Formation services charge their own package fee on top of the Delaware state fees. Whatever you pay LegalZoom, Stripe Atlas, Clerky, a law firm or an accounting firm, the state still collects the same $109 minimum filing fee and the same annual report and franchise tax.

When comparing packages, look at what is bundled and what renews:

• Whether the state filing fee is included or passed through
• How long the registered agent is free and what the renewal costs
• Whether you get startup documents (bylaws, board consents, stock purchase agreements, 83(b) election support) or only the certificate
• Whether an EIN application is included
• Whether they file the Delaware annual report under APVC or leave that to you

Prices change often, so we do not list them here. Check each provider's current pricing page and compare the total two-year cost, not the headline price.

A founder in Australia or anywhere else outside the US pays the same Delaware fees: $109 or so to incorporate, a registered agent, and $50 plus franchise tax each March 1. What changes is the federal paperwork and the absence, at first, of any US state registration.

If the company has no US employees, office or sales footprint in a particular state, it usually does not need to foreign-qualify anywhere, so there is no California-style $800 tax in year one. The company still needs an EIN (non-US founders apply on Form SS-4 without an SSN) and files a federal Form 1120 every year, even with no income.

A US corporation that is at least 25% foreign-owned must also file Form 5472 with its Form 1120 to report transactions with its foreign owner. The penalty for missing it is $25,000 under IRC §6038A(d), which makes it the most expensive mistake on this list.

Beneficial ownership (BOI) reports are no longer a cost for a Delaware corporation. FinCEN's March 2025 interim final rule, made permanent by a final rule effective August 14, 2026, exempts entities created in the US from BOI reporting; only foreign entities registered to do business in a US state must file.

Your home-country tax position (for example, whether Australian tax residency of the directors creates issues there) is separate and needs advice in that country.

For a Delaware C corp that operates in California, the government fees and agent cost come to roughly $400 in year one and about $1,400 in year two. Here is the arithmetic for a hypothetical company incorporated in 2026 with a three-page charter and 10,000,000 authorized shares, assuming a $150 registered agent.

Year one (2026):

• Delaware filing fee: $109 + 2 extra pages × $9 = $127
• Registered agent: $150 (assumed)
• California registration: $100 + $25 Statement of Information = $125
• California minimum tax: $0 (first taxable year exemption)
• Total: about $402

Year two (2027):

• Delaware annual report and franchise tax under APVC: $50 + $400 = $450
• Registered agent renewal: $150
• California minimum franchise tax: $800
• California Statement of Information: $25
• Total: about $1,425

A founder with no US state presence would skip the California lines and pay closer to $277 in year one and $600 in year two. Professional fees (legal documents, bookkeeping, the federal Form 1120 and state returns) are extra and vary widely with complexity.

We usually tell founders to budget for the Delaware fees once and then stop worrying about them; the real money is in state taxes where you operate and in getting the franchise tax filed under the right method. This is general information, not tax advice for your specific facts.