Delaware LLC in 2026: The $110 Filing, the New $400 Annual Tax and Registering in Your Home State

Delaware is the best-known state for forming companies, and a Delaware LLC is cheap to set up: $110 for the certificate of formation. The cost that matters is the yearly one. In May 2026 Delaware enacted HB 400, which raised the flat annual tax on LLCs from $300 to $400 starting with the 2026 tax year. This guide is for founders deciding whether Delaware is worth it and for anyone who has already formed there. It covers the filing, the registered agent, the annual tax and its June 1 deadline, foreign qualification in your home state, and worked budgets. Every fee was checked against the Division of Corporations' August 2026 fee schedule and the Delaware Code in October 2026.

Quick answer

To form a Delaware LLC, file a certificate of formation with the Delaware Division of Corporations and pay $110. You must keep a registered agent with a Delaware street address. There is no annual report, but every LLC pays a flat annual tax of $400 (up from $300 for tax year 2026), due June 1 for the year before. If you do business in another state, you must also register there as a foreign LLC.

• Certificate of formation: $110; 24-hour service $50 extra, same-day $100

• Annual tax: $400 from tax year 2026, first due June 1, 2027; never prorated

• Late: $200 plus 1.5% interest a month; unpaid for three years and the LLC is canceled

• Home-state registration often costs more than Delaware itself

What a Delaware LLC is and who it suits

A Delaware LLC is formed under the Delaware Limited Liability Company Act, Chapter 18 of Title 6 of the Delaware Code. Like any LLC, it is a separate legal person, so the company's debts and lawsuits are its own and the owners' personal assets are generally protected if they keep the business genuinely separate.

Delaware's reputation comes from three things. The Act gives owners wide freedom to write their own rules in the operating agreement. The Court of Chancery, a specialist business court, has decades of case law on LLC disputes. And the certificate of formation only has to name the company and its registered agent, so members' and managers' names do not appear on the state's filing. For investment funds, holding companies, joint ventures and companies planning to raise money from investors familiar with Delaware law, those features are worth paying for.

For a typical small business that operates in one state, the picture is different. A Delaware LLC run from Ohio is still taxed by Ohio, licensed by Ohio and sued in Ohio. It pays Delaware's annual tax and a Delaware registered agent, and then pays Ohio as well, because it has to register there as a foreign LLC. If you sell locally, a home-state LLC is usually cheaper and simpler. Our LLC registration guide compares the states, and Wyoming is the other common out-of-state choice.

What changed in 2026: HB 400

Delaware's legislature passed HB 400 and the governor signed it on May 21, 2026, according to Withum's summary of the bill. The change that matters for LLC owners is in section 18-1107 of the Act. The annual tax on every domestic LLC and every foreign LLC registered in Delaware went from $300 to $400, and the tax on each registered series of a series LLC went from $75 to $100. The current text of the Code shows the new amounts.

Delaware LLC costs before and after HB 400

Item	Tax year 2025	Tax year 2026 onward
Annual tax, domestic or foreign LLC	$300	$400
Annual tax per registered series	$75	$100
When paid	By June 1, 2026	By June 1, 2027
Late penalty	$200 plus 1.5% a month	$200 plus 1.5% interest a month
Certificate of formation	$110	$110 (fee schedule of August 1, 2026)

Annual tax, domestic or foreign LLC

Tax year 2025

$300

Tax year 2026 onward

$400

Annual tax per registered series

Tax year 2025

$75

Tax year 2026 onward

$100

When paid

Tax year 2025

By June 1, 2026

Tax year 2026 onward

By June 1, 2027

Late penalty

Tax year 2025

$200 plus 1.5% a month

Tax year 2026 onward

$200 plus 1.5% interest a month

Certificate of formation

Tax year 2025

$110

Tax year 2026 onward

$110 (fee schedule of August 1, 2026)

Timing. The higher tax applies from the 2026 tax year. Because Delaware LLC tax is paid in arrears, the payment owners made by June 1, 2026 covered 2025 at the old $300. The first $400 payment falls due on June 1, 2027, as Capitol Services and Withum both explain.

Other fees. Filing-fee changes under the same bill took effect on August 1, 2026, and the Division published a revised fee schedule that day. For a new LLC the certificate of formation still costs $110. Older guides, and even the Division's own "how to form" page as of October 2026, still mention a $300 annual tax; the statute and the Division's tax instructions page show $400.

Step 1: Choose and check the name

The name must contain "Limited Liability Company", "L.L.C." or "LLC", and it must be distinguishable on the Division's records from every other Delaware entity. Section 18-102 bars the word "bank" except for regulated banking entities. Search the Division's entity search before you commit, and use our LLC name checker to test variations and domains.

If you are not ready to file, you can reserve a name for 120 days for $75. Reservations are non-refundable, and most founders skip them and file straight away.

Step 2: Appoint a Delaware registered agent

Section 18-104 requires every Delaware LLC to keep a registered office and a registered agent in the state. The agent receives lawsuits and official mail. It can be an individual who lives in Delaware, a business with an office in Delaware, or the LLC itself if it has a Delaware office. The agent's address must be a real street address that is generally open during business hours, and an agent may not work solely through a virtual office.

Most owners who live outside Delaware pay a commercial registered agent, often based in Wilmington or Dover. The state does not set agent prices. As an estimate based on providers' published 2026 pricing, budget agents charge about $39 to $50 a year, mainstream agents about $100 to $150, and compliance-focused firms $200 to $300 or more. Our Delaware registered agent guide explains how to compare them and what happens if an agent resigns: if you do not name a new agent within 30 days, the certificate of formation is canceled.

Step 3: File the certificate of formation

The certificate of formation is short. It states the LLC's name and the address of its registered office and the name of its registered agent, and an authorized person signs it. You do not list members, managers or the business purpose. Download the fillable form from the Division's website and submit it through the Division's online Document Filing and Certificate Request Service, or mail it to the Division in Dover with a cover sheet. Most commercial agents will also file it for you, which is the usual route for out-of-state owners.

The fee is $110. Delaware publishes no standard processing time and warns that times vary in busy periods, so pay for speed if you need the LLC quickly. On top of the filing fee, next-day (24-hour) service costs $50 with a 7:00 pm Eastern cut-off, same-day service costs $100 if the filing arrives before 2:00 pm, two-hour service costs $500 and one-hour service costs $1,000. Routine filings carry no extra charge.

You can order a certificate of good standing with the filing for $50 if your bank or home-state registration needs one. Our certificate of good standing guide explains when you need it.

Why filings get rejected. The usual reasons are a name too close to an existing entity, a missing "LLC" ending, a registered agent address that is a PO box, a missing signature or a missing fee. The Division returns rejected documents with a note; fix the problem and resubmit.

Forming a Delaware LLC

1. 1

   Check the name

   Search the Division's records and add LLC, L.L.C. or Limited Liability Company.

2. 2

   Hire a registered agent

   Pick an individual or business with a Delaware street address, or a commercial agent.

   Tip: Ask whether the agent's price includes annual tax reminders and mail scanning.

3. 3

   File the certificate of formation

   Submit online, by mail or through your agent and pay $110, plus any expedite fee.

4. 4

   Get the EIN and sign the operating agreement

   Apply to the IRS for a free EIN, then sign an agreement covering ownership and management.

5. 5

   Register at home

   If you do business in another state, register the LLC there as a foreign LLC.

   Delaware Division of Corporations — how to form

Step 4: EIN, operating agreement and bank account

EIN. Apply to the IRS for an employer identification number once the LLC exists. It costs Free ($0). Owners with a Social Security number or ITIN can apply online and get the number at the end of the session. Owners without one fax or mail Form SS-4, which takes longer. Our EIN application guide covers both routes.

Operating agreement. Delaware does not ask you to file one, but it is the heart of a Delaware LLC. The Act lets the agreement override most default rules, including who manages, how profits are split, how members leave and how far managers' duties go. Without one, the statute's defaults apply. Banks and investors will ask for it.

Bank account. Open an account in the LLC's exact name with the certificate of formation, the EIN letter and the operating agreement. Pay business costs only from that account.

Beneficial ownership. Since FinCEN's March 2025 interim final rule, companies formed in the United States do not file beneficial ownership information reports, so a new Delaware LLC has no BOI filing (current position: Not required for US-formed companies).

The annual tax: how much, when and what if you miss it

A Delaware LLC files no annual report. Instead it pays a flat annual tax, set by section 18-1107, for every calendar year in which it exists on the Division's records. For tax year 2026 onward it is $400. The tax is due on June 1 of the following year. You pay online through the Division's "Pay LLC/LP/GP Taxes" service by card or ACH; payments over $5,000 must go by ACH debit.

No proration. The Division says the tax is assessed if the LLC is active at any time from January 1 to December 31. An LLC formed on December 20, 2026 owes the full $400 for 2026 by June 1, 2027, then another $400 for 2027 by June 1, 2028. If you are forming late in the year and do not need the company yet, waiting until January saves a whole year of tax.

A Delaware LLC formed in October 2026

October 2026

Certificate of formation filed ($110)

Weeks 1–3

EIN, operating agreement, bank account, foreign registration at home

June 1, 2027

Annual tax for 2026 due ($400)

June 2, 2027

Unpaid: $200 plus 1.5% interest a month; good standing lost

June 1, 2030

Still unpaid three years after the due date: certificate of formation canceled

Late payment. If the tax is not paid by June 1, the LLC owes a penalty of $200 plus 1.5% interest a month. The LLC also ceases to be in good standing, which blocks certificates of good standing and can stall bank, lending and home-state filings. Good standing comes back once the tax, penalty and interest are paid.

Cancellation and revival. Under section 18-1108, if the annual tax stays unpaid for three years from its due date, the certificate of formation is canceled on the third anniversary of that due date. To bring the LLC back you file a certificate of revival for $220 and pay all back taxes, penalties and interest. Closing an LLC properly is cheaper: a certificate of cancellation costs $220, and the Division requires the annual tax for the year of cancellation to be paid first.

Foreign qualification: registering in your home state

This is the part that changes the economics. If your Delaware LLC does business in another state, that state treats it as a foreign LLC and expects it to register before it trades there. What counts as doing business varies, but an office, employees, a shop, or regular work for local customers almost always qualifies. Owning a Delaware LLC that only holds investments usually does not.

Registering means filing an application for authority or registration with the home state, usually with a Delaware certificate of good standing, appointing a registered agent there and paying that state's fee and yearly charges. Skipping it has consequences. In California, an unregistered or suspended foreign LLC doing business in the state faces a $2,000 penalty from the Franchise Tax Board, and in most states an unregistered LLC cannot bring a lawsuit in the state's courts until it registers.

The table shows why many small-business owners who form in Delaware end up paying twice. A Los Angeles consultant pays California's $800 whether the LLC is formed in California or Delaware, so Delaware adds its annual tax and an agent fee on top without removing any California cost. See our California LLC cost guide for the LLC fee bands.

Taxes: what Delaware does and does not charge

Income tax. For federal purposes, a one-owner LLC is a disregarded entity and a multi-owner LLC is a partnership unless it elects to be taxed as a corporation. The annual tax is a flat charge for the LLC's existence, not a tax on its profit. Profit is taxed by the states where you live and where the business earns its income, which for an out-of-state owner with no Delaware operations is usually not Delaware. If the LLC elects S corporation treatment, the federal rules in LLC vs S corp apply.

Business license and gross receipts tax. Forming in Delaware does not require a Delaware business license. If you actually do business in Delaware, you need one from the Division of Revenue, from $75 a year for most service businesses, and you file the gross receipts tax, with a monthly exclusion of $100,000 a month ($300,000 a quarter) for most activities. Our Delaware business license guide covers rates and filing.

No sales tax. Delaware has no state sales tax, but that only helps sales made in Delaware. A Delaware LLC selling into other states collects those states' sales tax when it has nexus there.

What it costs: worked first-year budgets

The table compares three owners. State fees come from the Division's fee schedule and the other states' published fees. Registered agent lines are market estimates based on providers' published prices, not official figures.

Reading the numbers. The Wilmington owner gets a cheap, simple Delaware company. The Texas founder pays more for the Texas foreign registration than a Texas LLC would cost to form, then pays Delaware's $400 every June. The Los Angeles consultant pays California's $800 either way, so Delaware adds $525 a year in tax and agent fees with no tax saving. Over five years, a Delaware LLC formed in 2026 costs $110 plus five annual taxes, or $2,110 in Delaware charges alone, before agent fees.

Try our startup cost calculator to add insurance, accounting and licences to these figures.

Worked examples

A fund-style holding company. Priya and two co-founders in New Jersey want an LLC to hold stakes in three property deals, with an operating agreement that limits managers' duties and lets members exit on set terms. They form in Delaware with a commercial agent, pay $110 plus the $50 24-hour fee, and keep the holding LLC out of New Jersey operations, so it has no foreign registration. They set a calendar reminder for May each year to pay the $400 tax.

An investor-ready startup that may convert. Marcus in Austin forms a Delaware LLC because his angel investors know Delaware law and he may convert to a Delaware corporation before a priced round. He registers in Texas for $750, files Texas franchise tax reports showing no tax due, and pays Delaware's annual tax each June.

A December filing that cost an extra year. Dana forms her Delaware LLC on December 18, 2026 to "be ready for January". Because the tax is not prorated, she owes $400 for 2026 by June 1, 2027 and another $400 for 2027 a year later. Filing on January 2 would have saved one full year of tax.

Delaware LLC launch checklist

0/6

• Name checked on the Division's records, with an LLC ending
• Registered agent with a Delaware street address hired
• Certificate of formation filed and stamped copy saved
• EIN issued and operating agreement signed by all members
• Foreign registration filed in every state where the LLC does business
• Reminder set for May each year to pay the June 1 annual tax

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Common mistakes and how to fix them

Budgeting the old $300 tax. From the 2026 tax year it is $400. Update spreadsheets and client quotes.

Forming in Delaware but skipping home-state registration. If you operate at home, register there as a foreign LLC. Late registration can bring back fees and penalties, so register as soon as you start trading.

Missing June 1. There is no grace period. Pay in May, keep the receipt, and if you are late, pay the tax and the late penalty ($200 plus 1.5% interest a month) at once to restore good standing.

Letting the agent lapse. Agents resign clients who stop paying, and the LLC is canceled if no new agent is named within 30 days. Keep the agent's contact email current.

Abandoning the LLC instead of cancelling it. An unused LLC still owes the annual tax every year. If you no longer need it, pay the current year's tax and file a certificate of cancellation for $220.

Official links

• Delaware Division of Corporations — how to form a business entityForms, filing methods, name reservation
• Delaware Division of Corporations — fee schedule (PDF, August 2026)$110 certificate of formation
• Delaware Division of Corporations — LLC/LP/GP tax instructionsPay the $400 annual tax by June 1
• Delaware Code Title 6, Chapter 18, Subchapter XI§ 18-1107 annual tax, § 18-1108 cancellation
• IRS — Apply for an EINFree

What to do next

If Delaware still fits after the home-state numbers, check your name with our LLC name checker, choose an agent using our Delaware registered agent guide, file the certificate and get your EIN. Then register in your home state before you start trading there, and put the June 1 tax in your calendar. If the numbers don't work, our LLC registration guide compares forming at home with Delaware and Wyoming.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

How much does a Delaware LLC cost?

The Division of Corporations charges $110 to file a certificate of formation. Every year after that the LLC owes the flat annual tax, which HB 400 raised to $400 starting with tax year 2026. You also need a registered agent in Delaware, which most out-of-state owners pay a commercial firm for. If you operate in another state, add that state's foreign registration fee and any annual charges there.

When is the Delaware LLC annual tax due?

The annual tax is due on June 1 for the previous calendar year. The tax for 2025 was $300, due by June 1, 2026. The tax for 2026 is $400, due by June 1, 2027. The tax is not prorated, so an LLC that exists on any day of a year owes the full amount for that year.

Does a Delaware LLC have to file an annual report?

No. A Delaware LLC files no annual report and lists no members or managers with the state each year. It only pays the flat annual tax online by June 1. Delaware corporations are different: they file an annual report and pay franchise tax by March 1.

What happens if I don't pay the Delaware LLC tax?

A late payment adds a penalty of $200 plus 1.5% interest a month on the tax and penalty. The LLC also stops being in good standing, so you cannot get a certificate of good standing until you pay. If the tax stays unpaid for three years after its due date, the certificate of formation is canceled, and you then need a certificate of revival to bring it back.

If I live in another state, do I have to register my Delaware LLC there too?

Usually yes. If the LLC does business where you live, such as having an office, staff or customers you serve locally, that state treats it as a foreign LLC that must register. California charges $70 to register and then its $800 annual tax; Texas charges $750; New York charges $250 to register. You then pay both states every year.

Can a non-US resident form a Delaware LLC?

Yes. Delaware does not require members or managers to live in the United States or be citizens. The LLC needs a registered agent with a Delaware street address, and the owner will usually need an EIN from the IRS, which non-residents without a Social Security number request by fax or mail using Form SS-4. Banks set their own rules for opening accounts.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 12 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.Division of Corporations Fee Schedule (revised August 1, 2026) — Delaware Department of State, Division of Corporations · accessed 12 October 2026
2. 2.Delaware Code Title 6, Chapter 18, Subchapter XI — §§ 18-1107 and 18-1108 — Delaware General Assembly · accessed 12 October 2026
3. 3.Delaware Code Title 6, Chapter 18, Subchapter I — §§ 18-102 and 18-104 — Delaware General Assembly · accessed 12 October 2026
4. 4.LLC/LP/GP Tax Instructions — Delaware Division of Corporations · accessed 12 October 2026
5. 5.How to Form a New Business Entity — Delaware Division of Corporations · accessed 12 October 2026
6. 6.Expedited Services — Delaware Division of Corporations · accessed 12 October 2026
7. 7.Delaware businesses face increased annual taxes and filing costs — Withum · accessed 12 October 2026
8. 8.E-Alert: Delaware fee and annual tax changes — Capitol Services · accessed 12 October 2026
9. 9.Limited liability company — California Franchise Tax Board · accessed 12 October 2026
10. 10.California business entity fee schedule (Form LLC-5) — California Secretary of State · accessed 12 October 2026
11. 11.Get an employer identification number — IRS · accessed 12 October 2026
12. 12.Beneficial Ownership Information — FinCEN · accessed 12 October 2026