Delaware LLC Formation 2026: $110 Filing Fee + $300/yr Franchise Tax and the Court of Chancery Edge

Complete Fee Schedule with Expedited Options

The base Certificate of Formation filing fee is $110 (it rose from $90 on August 1, 2024). Delaware offers several tiers of expedited processing, each added on top of the base fee:

• Standard processing: $110 total — typically a few business days
• Next-day processing: $110 + $50 = $160
• Same-day processing: $110 + $100 = $210 (must arrive before 2:00 PM ET)
• 2-hour processing: $110 + $500 = $610
• 1-hour processing: $110 + $1,000 = $1,110

Registered Agent Requirement

Every Delaware LLC must continuously maintain a registered agent with a physical street address in Delaware. P.O. boxes are not permitted. The registered agent must be available during normal business hours to accept service of process and official state mail.

Who Can Serve as Registered Agent

• An individual who is a Delaware resident with a Delaware street address
• A business entity authorized to do business in Delaware with a Delaware office
• A professional registered agent company — the most common choice for non-residents

Cost of Professional Registered Agents

Professional registered agent services in Delaware typically cost $50–$300 per year. The variation depends on included services: basic agents provide only a Delaware address and document forwarding, while premium services include compliance reminders, annual report filing assistance, and mail scanning. Read our full guide on whether you can be your own registered agent in Delaware.

Delaware Franchise Tax for LLCs

Every Delaware LLC — regardless of revenue, activity, or number of members — pays a flat $300 annual franchise tax. This is due by June 1 every year. Unlike Delaware corporations (which have complex franchise tax calculations based on shares or assets), LLCs get a simple flat fee.

Late Filing Penalties

Missing the June 1 deadline triggers:

• $200 late penalty — assessed immediately
• 1.5% monthly interest — charged on both the $300 tax and the $200 penalty, accruing each month
• Certificate of Formation canceled — under 6 Del. C. § 18-1108, if the tax goes unpaid for three years from its due date, Delaware cancels your LLC, requiring a Certificate of Revival plus all back tax, penalties, and interest

Single-Member LLC Exemption Mechanics

There is no franchise tax exemption for single-member LLCs — the $300 applies to all Delaware LLCs regardless of membership structure. However, single-member LLCs with no revenue sourced from Delaware owe no Delaware income tax. The franchise tax is a separate obligation from income tax and cannot be avoided by having no in-state revenue.

Zero State Income Tax for Non-Residents

Delaware does not tax LLC income that is earned outside the state. If your Delaware LLC has no physical presence, no employees, and no business activity in Delaware, you owe zero Delaware state income tax.

This is a major reason entrepreneurs form LLCs in Delaware: the state provides its legal framework and Court of Chancery without taxing income earned elsewhere. However, there are critical caveats:

• Your home state still taxes you. If you live in California and own a Delaware LLC, California taxes your LLC income at California rates. Forming in Delaware doesn't reduce your state income tax burden.
• Federal taxes still apply. All LLC income is subject to federal income tax and self-employment tax regardless of where the LLC is formed.
• Delaware activity triggers Delaware tax. If your Delaware LLC has employees, an office, or customers in Delaware, that income is subject to Delaware income tax.

The Court of Chancery Advantage

The Delaware Court of Chancery is the single biggest reason sophisticated businesses choose Delaware. Established in 1792, it is a dedicated business court where disputes are resolved by expert judges — not juries.

Why This Matters

• Predictability: Over 200 years of case law means attorneys can reliably predict outcomes. Investors and their lawyers know exactly what Delaware law says about member disputes, fiduciary duties, and LLC governance.
• Speed: Chancery cases are resolved faster than general civil courts — business disputes don't wait behind personal injury and criminal cases.
• No juries: Decisions are made by judges who specialize in business law. This reduces unpredictability and outsized damage awards.
• Flexible LLC Act: Delaware's LLC Act is among the most permissive in the country, allowing members to customize governance, duties, and liability allocation through the operating agreement.

For a solopreneur running an online business, the Court of Chancery is largely irrelevant. But for businesses raising venture capital, bringing on partners, or structuring complex ownership, Delaware's legal infrastructure is a genuine competitive advantage.

Delaware vs. Home-State Filing: When Does Delaware Make Sense?

Delaware's reputation as the "best state for LLCs" is accurate for some businesses and misleading for others. Remember that operating outside Delaware means registering as a foreign LLC where you do business — and Delaware itself charges $200 to register an out-of-state LLC (see our Delaware foreign LLC registration guide). Here's a practical comparison:

Delaware Makes Sense When:

• You're raising venture capital or private equity — investors expect Delaware law
• You operate in multiple states with no single dominant state
• You need the Court of Chancery for complex governance or anticipated disputes
• You're structuring a holding company or multi-entity structure

Your Home State Makes Sense When:

• You operate primarily in one state — forming in Delaware means paying fees in both states
• You're a solopreneur or small business with no outside investors
• You want the simplest compliance burden — one state, one annual filing, one registered agent
• Your state's LLC fees are comparable to or lower than Delaware's $300/year franchise tax