How Much Does It Cost to Form a Corporation in Delaware?
Legal business registration — and keeping your business in good standing — involves necessary expenses and investment. Some of these costs are payable to the Division of Corporations, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a State of Delaware business license or permit may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Delaware Corporation Filing Fee
When setting up a corporation in Delaware, you’ll need to file a form and pay a filing fee. Here are the current Delaware corporation fees and filing times:
When you use Incfile to form a corporation in Delaware, we charge you the state filing fee and forward it to the Division of Corporations when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Incfile can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
Delaware Foreign Corporation Registration
Before you can bring an arm of your business from another state into Delaware, you must request Foreign Qualification in Delaware. This means the state gives you permission to conduct business there.
To request registration of a Delaware Foreign Corporation, you must complete a Qualification Certificate and pay a processing fee of $245. The state code may have additional registration requirement detailed in Title 8, Chapter 1, Subchapter 16, § 371, so contact the Delaware DOC directly for more information and to ensure you're in compliance with state law.
Foreign Qualification to Operate in Another State
If you plan to expand your Delaware corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Incfile provides a complete Foreign Qualification service for all states.
Delaware Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. Delaware is a little different in that it has two annual report requirements:
Your Delaware Annual Report can be filed online via the state's business portal and must include the filing fee of $50.
Your corporation's Franchise Tax Report and payment are due when you file your Annual Report. You'll find more information about the necessary Delaware Secretary of State forms and reporting requirements in the DE franchise tax section on the business taxes page of this guide.
Delaware Franchise Tax Report
Delaware Business Licenses and Permits
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
You are required to have Delaware corporation bylaws per Title 8, Chapter 1, Subchapter 1, § 109 of the state's legal code. You're not required to file them with the Division of Corporations but must store them on the business premises.
Bylaws outline rules for carrying out tasks related to managing your corporation including, but not limited to:
- the number of directors the corporation has
- how they'll be elected, their qualifications and the lengths of their terms
- when, where and how your board of directors can call and conduct meetings and
- voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Aside from their being legally required, a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other Delaware Corporation Filing Requirements and Fees
The State of Delaware requires you to complete a few more tasks before you can begin conducting business.
Appoint a Director
Delaware requires corporations to appoint a full board of directors per the state's General Corporation Law Title 8, Chapter 1, Subchapter 4, § 141, except in the case of a Close Corporation.
In Delaware, the board of directors elects officers, such as the president, CEO, etc. Delaware Corporation Law Title 8, Chapter 1, Subchapter 4, § 142 requires corporations' officers to be appointed by the board of directors.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every Delaware corporation must sell stock to its shareholders. The Certificate of Incorporation must authorize the sale of at least one share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
Delaware requires corporations to hold annual shareholder's meetings. If a meeting is missed, however, the General Corporations Law Title 8, Chapter 1, Subchapter 7, § 211 states, "A failure to hold the annual meeting at the designated time or to elect a sufficient number of directors to conduct the business of the corporation shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation..."
Get a Fictitious Name or DBA
If you want to register a fictitious name in Delaware (DBA), you must reach out to the Office of the Prothonotary in the county where your corporation is headquartered. You'll need to pay a filing fee of $25 to obtain your registered fictitious name.
Change the Registered Agent
If your corporation is based in Delaware, then you must have a Registered Agent in the state. You'll need to appoint one when you file your Certificate of Incorporation. You can also change to a new Registered Agent later by filing a form with the Division of Corporations and paying a fee of $50.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 120 days with the DE Dept of State by filing an Application for Reservation of Corporate Name and paying a fee of $75. First, conduct a Delaware corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the Delaware Secretary of State forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file a Certificate of Amendment with the Delaware DOC along with a filing fee of $194. You can do this yourself or Incfile can do it for you.
You'll need to file a Certificate of Amendment when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Certificate of Incorporation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, this proof is provided with a Certificate of Good Standing or Status. In Delaware, it's called a Certificate of Existence.
If you need to prove you have met your commitments, you’ll need to request a Delaware Certificate of Existence from the Division of Corporations. You can do this online via the state's business portal. The fee for this service is $50.
The information listed above details many of the fees a standard corporation will be required to pay in Delaware. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the Delaware taxes page.