Delaware

State formation fee

$110

Total with first-year membership

$509

Annual duty cost

$400/yr

Report pattern

June 1 each year — the annual tax for LLCs and LPs; corporations file an annual report and pay franchise tax by March 1 (minimum total $175)

On fee alone, Delaware is the 28th cheapest of the 51 jurisdictions in this Atlas to form in. Fee is the smallest part of the decision — the duty below is the part that repeats.

What it takes here

You form a Delaware LLC by filing a Certificate of Formation with the Delaware Division of Corporations, in Dover. The state fee is $110, collected by us at cost as a pass-through — the state keeps its fee; our $399 first-year membership is separate and labelled as ours on the pricing page. (If you are forming a corporation instead, the state's minimum fee is $89 — it scales with authorized shares and document pages, and it is not the LLC figure on this sheet.) Nothing in the Delaware filing asks where you live or whether you hold a US tax number: a non-resident forms on the same certificate, at the same fee, as anyone else. Delaware's fame is real but it belongs mostly to corporations and their courts; this sheet prices the LLC you would actually own, and for an LLC the Delaware story is simpler and more expensive than the slogan — a modest filing fee up front, and the heaviest flat annual tax in this Atlas behind it.

Name rules

Your company name must contain a limited-liability designator — “Limited Liability Company” or an accepted abbreviation such as “LLC” — and must be distinguishable from names already on the records of the Delaware Division of Corporations. A name that implies a regulated activity (banking, insurance, trust) or a government affiliation invites rejection or a consent requirement in Delaware as in most states. For a non-resident there is a second, quieter naming point: the name on the Certificate of Formation is the name the IRS will print on your EIN confirmation (the CP 575), and it is the name your bank and payment processors will match against your documents. Pick the final name before filing; amending it later is a second state filing with a second fee.

Publication

Delaware imposes no newspaper-publication requirement on a new LLC. The publication duty that founders read about belongs to a small set of states — New York, Arizona and Nebraska are the ones in this Atlas — and it does not travel with you if you form here.

Forms, office and processing

The filing office is the Delaware Department of State, Division of Corporations. The formation document is the Certificate of Formation, and Delaware's certificate is the shortest in this Atlas: name, registered agent, registered office — the state deliberately asks an LLC for almost nothing at formation, and in return it trusts the annual tax, below, to do the talking. This sheet prints no day-count for Delaware: the Division publishes no standard processing time we can quote to you as a promise, so we do not invent one. What we commit to in writing, before anything is filed, is the fee, the duty and the due pattern on this sheet.

The foreign-registration warning

Forming in Delaware does not licence you to operate everywhere. If your LLC will have an office, employees, inventory or a sustained physical presence in another state, that state will generally require foreign qualification there — a second registration, a second agent and a second set of duties, on top of this one, and on top of the $400 below. Non-residents most often trip on this by forming in a famous state while living-adjacent operations, warehousing or staff sit somewhere else. “Everyone forms in Delaware” is a sentence about other people's companies; the state of formation should follow the business, not the other way round, and the diagnostic on this site asks where your customers and operations are for exactly this reason.

Your registered agent in Delaware

Delaware requires every LLC to keep a registered agent with a physical address in Delaware, continuously, for the life of the entity. The agent is how the state — and anyone with legal process to serve — reaches a company whose owners may be anywhere on earth; Delaware registers more entities than it has residents precisely because this agent infrastructure exists. A founder who lives abroad cannot be their own Delaware agent: you have no Delaware street address to give. For a non-resident the agent is a service you buy, and keeping it in place is part of what keeps the LLC in good standing between tax dates.

Membership includes the registered agent for year one. Renewal is $399 a year — the same membership price on every sheet in this Atlas — and it buys three things: the registered-agent renewal, the annual state filing service, and the compliance calendar. State fees and duties themselves stay pass-through at cost. Cancelling stops those services; it does not dissolve your LLC. If you move the agent elsewhere, the duty calendar below does not move with it: the tax duty belongs to the LLC, not to the agent.

Duty calendar

Annual LLC tax — due Jun 1 — $400/yr. (Corporations: annual report + franchise tax due Mar 1, minimum total $175.)

1. Jan
2. Feb
3. Mar
4. Apr
5. May
6. Jun
7. Jul
8. Aug
9. Sep
10. Oct
11. Nov
12. Dec

Filled cell = a month in which this state’s duty falls due. June carries the LLC tax; March is marked because a Delaware corporation's report and franchise tax fall due then — if you hold both forms, both months are yours.

The recurring duty is the line that decides what Delaware costs you in year three, not just year one. The annual tax is flat: $400 for every LLC, every year, whatever the company earned, holds or did. There is no annual report for a Delaware LLC to file alongside it — the tax replaces the report — and there is no smaller tier for a dormant or tiny company. Priced into the five-year table on this sheet at $400 a year, it is the difference between a cheap formation and a cheap company: Delaware is $10 more than Wyoming to form and $340 a year heavier to keep, every year, for as long as the LLC exists. Founders who choose Delaware should choose it for a reason that survives that arithmetic — a counterparty, an investor or a structure that actually requires Delaware — not for the filing fee.

If it is late. The tax is due June 1 and the state charges for lateness on top of the $400; an LLC that stops paying is not in good standing, and a company that is not in good standing cannot produce the certificates that banks, processors and counterparties ask for when it matters. For a founder abroad, the practical risk is identical to every state in this Atlas and easier to hit here because the date is fixed rather than tied to your own formation month: June 1 arrives whether or not anyone reminded you. The compliance calendar in the membership exists for this line.

If the duty is missed altogether. Continued non-payment puts the entity's existence itself at risk: Delaware cancels charters for failure to pay the annual tax, and a cancelled LLC stops existing as a Delaware entity until it is revived — a second process, with its own filings and the back taxes settled — while contracts, accounts and processor relationships built on it are exposed in the meantime. The name protection goes with the charter. None of this is a reason to fear the state; all of it is a reason to treat June 1 as a fixture, not a surprise.

Cost of ownership

Compare that five-year figure, not the formation fee, against any other state you are considering — the compare tray in the Atlas does it side by side for up to three states. A state that is $100 cheaper to form and $300 a year heavier to keep is the expensive state.

Where Delaware sits in this Atlas: 28th of 51 by formation fee ($110), and 47th by the five-year cost of ownership ($3,705). The year-one total of $509 is the $399 first-year membership with the state fee passed through at cost; after that, the meter runs at the $399 yearly membership renewal plus the state duty of $400 a year. The state duty itself makes up 43.2% of the five-year total; the rest is the membership — the first year and its renewals. That sits above the Atlas median five-year cost of $2,295, by a margin the $400 tax explains on its own. Judged on five years instead of filing day, Delaware is one of the most expensive states in this Atlas to keep — and that longer view is the one a non-resident owner actually lives with.

Non-resident specifics in Delaware

Delaware's recurring state cost for a domestic LLC is the duty on this sheet — Annual LLC tax — due Jun 1 — $400/yr. Two cautions decide whether that stays the whole story. First, tax follows activity, not paperwork: if your customers, property or people are in another state, that state can require foreign qualification there and tax the activity there, whatever this sheet says. Second, an LLC is a state-law shell around a federal tax position: a foreign-owned single-member LLC is disregarded for federal income tax by default, which is exactly the status that carries the Form 5472 duty described in the non-resident section below — the state choice does not change it. One more Delaware-specific caution, because founders abroad repeat it constantly: the Court of Chancery's reputation was built on corporation cases. An LLC's disputes are governed first by its own operating agreement under Delaware's LLC Act — the document matters more here, not less.

The federal layer, which no state choice removes. A single-member LLC owned by a non-resident is, by default, a disregarded entity for US federal income tax — and since 2017 that status carries an annual information duty: Form 5472 attached to a pro-forma Form 1120, due each year the LLC exists, reporting reportable transactions with its foreign owner (funding the company counts). The penalty for a missing or late Form 5472 starts at $25,000. Multi-member LLCs are taxed as partnerships by default and file Form 1065, with their own withholding questions when US-source income reaches foreign partners. None of this is a reason not to form; all of it is a reason to form with the calendar already drawn. The EIN guide on this site walks the Form SS-4 route for founders with no SSN or ITIN — the route this brand covers as part of year one, filing on paper with “foreign” written where a US tax number would go — plus the CP 575 you receive, and the 5472 duty in full.

Address and banking reality. Your Delaware LLC's address on the state record is its registered office — the agent's address — which is a service address, not your trading address, and should never be sold to you as one. Banks and payment processors will ask for the beneficial owner's foreign address and passport-grade identification, and many will ask why the company sits in Delaware; “my operations and customers are there” is an answer, a fee table is not. Form where the answer is true.

Sources: formation fee and duty verified against official state sources — Delaware Department of State, Division of Corporations: https://corpfiles.delaware.gov/Augustfee2018.pdf (Division of Corporations fee schedule) · fees and duties verified 2026-11-07. Federal figures (Form 5472 penalty) per IRS instructions for Form 5472.