⬤ Delaware · Incorporation

How to Incorporate in Delaware?

Incorporate in Delaware the venture-ready way – CountSure sets a clean share structure, files your Certificate of Incorporation, and minimizes your March 1 franchise tax. The startup standard – with the franchise-tax trap handled.

Requirements, costs & steps to incorporate in Delaware

Delaware is where most venture-backed companies incorporate – the Court of Chancery, a century of corporate case law, and investor familiarity make it the default for startups planning to raise capital. Incorporating is straightforward, but the franchise tax has a famous trap: Delaware’s default calculation can show a startup an $80,000+ bill that a second method usually reduces to a few hundred dollars. This guide covers the cost, the filing steps, both franchise-tax methods, and ongoing compliance. To compare structures first, read our LLC vs. corporation guide, or let our Delaware incorporation service file it all for you.

The short answer: To incorporate in Delaware you file a Certificate of Incorporation with the Division of Corporations (filing fees start around $109, higher with more authorized shares), appoint a Delaware registered agent, set your authorized stock, adopt bylaws, and issue shares. Every Delaware corporation then files an annual report ($50) and pays franchise tax by March 1. Franchise tax uses the greater-of-your-benefit method: Authorized Shares (min $175) or Assumed Par Value Capital (min $400) – you pick whichever is lower.

You can verify the fees from official website of Delaware – Click here to verify

⬤ Key takeaways

What you need to know?

Filing fee: Certificate of Incorporation starts around $109; the minimum covers a modest share count, and fees rise with authorized shares/capital.
Annual report + franchise tax: Due MARCH 1 each year - $50 report fee plus franchise tax (LLCs, by contrast, pay $300 with no report on June 1).
Two franchise-tax methods: Authorized Shares (min $175) vs. Assumed Par Value Capital (min $400); max $200,000 ($250,000 for large filers). Use whichever is lower.
The startup trap: The DEFAULT Authorized Shares Method can bill a 10M-share startup ~$85,000; the Assumed Par Value method usually drops it to a few hundred. Always compute both.
Directors: At least one; director and one officer’s names are disclosed on the annual report (not the Certificate).

Delaware corporation at a glance

The essentials for incorporating and maintaining a Delaware corporation. Verify all figures before publishing.

Requirement	Detail (2026)
Formation document	Certificate of Incorporation
Filing agency	Delaware Division of Corporations
State filing fee	From $109 (rises with authorized shares)
Registered agent	Required; physical Delaware address
Directors	Min. 1; disclosed on annual report, not the Certificate
Bylaws	Required (internal; not filed)
Annual report	$50, due March 1 (electronic filing mandatory)
Franchise tax	Authorized Shares (min $175) or Assumed Par Value (min $400)
Max franchise tax	$200,000 ($250,000 large corporate filers)
Estimated payments	Quarterly if tax ≥ $5,000

⬤ Step by step

How to incorporate in Delaware, step by step

Seven steps from a venture-ready share structure through your March 1 filing.

Choose a compliant corporate name

Delaware corporate names must include “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation, and be distinguishable from existing names. Reserve a name for 120 days for $75 if desired.

Appoint a Delaware registered agent

Required – a person or company with a physical Delaware address that accepts service of process. Most corporations use a commercial agent. CountSure can serve as your registered agent.

Set your authorized shares carefully

This is the single most important tax decision at formation. A common startup structure is 10,000,000 authorized shares at a very low par value (e.g., $0.0001) – that keeps the Assumed Par Value franchise tax near the minimum. Authorizing lots of shares with a high par value can inflate your bill.

File your Certificate of Incorporation

File with the Division of Corporations. The Certificate lists the corporate name, registered agent, authorized shares and par value, and incorporator. Filing fees start around $109 and scale with authorized shares.

Adopt bylaws, appoint directors, and issue stock

Hold an organizational meeting: adopt bylaws (internal, not filed), appoint directors and officers, and issue shares to founders. Keep minutes and a cap table.

Get an EIN and elect tax status

Obtain a free EIN; to elect S-corp treatment file IRS Form 2553 (note: many VC-backed startups stay C-corps).

File the annual report and franchise tax by March 1

Each year, file the $50 annual report and pay franchise tax by March 1 – computing BOTH methods and paying the lower. If your tax is $5,000+, Delaware requires quarterly estimated payments.

Delaware franchise tax: the two methods (and the trap)

Delaware bills corporations by the Authorized Shares Method by default – based purely on how many shares you authorized. For a startup that authorized 10 million shares, that default notice can read around $85,000. Don’t panic: you’re allowed to recompute using the Assumed Par Value Capital Method (based on issued shares and gross assets), which for most early-stage companies brings the tax down to the $400 minimum. The rule is simply: calculate both, pay the lower. Minimums are $175 (Authorized Shares) and $400 (Assumed Par Value); the maximum is $200,000, or $250,000 for large corporate filers.

⬤ Directors & documents

Director & formation requirements

Delaware keeps shareholder names private and discloses directors only on the annual report. Here’s what to get right.

Ongoing Delaware corporation compliance & taxes

Corporate records

Keep the Certificate, bylaws, cap table and stock ledger, director/officer lists, and minutes of shareholder and board meetings. Delaware’s respected corporate law is only protective if you observe the formalities.

Annual report + franchise tax - due March 1

Every domestic corporation files an annual report ($50) and pays franchise tax by March 1, electronically. The report lists your principal place of business, directors, and at least one officer. Late filing is a $200 penalty plus 1.5%/month interest, and unpaid tax can void your charter. Corporations owing $5,000+ pay quarterly estimated taxes (40% June 1, 20% Sept 1, 20% Dec 1, remainder March 1).

Income tax and the out-of-state question

Incorporating in Delaware doesn’t by itself create Delaware income tax if you don’t do business there – but you’ll owe income tax and filings in the states where you actually operate, and you must foreign-qualify there. Weigh Delaware’s legal benefits against running two sets of compliance.

S corporation election

Delaware recognizes the federal S-corporation election (Form 2553). Note that many venture-track companies deliberately remain C-corporations because S-corp shareholder limits conflict with raising institutional capital.

EIN and state tax ID

An EIN is required to hire and bank. If you operate in Delaware, register with the Division of Revenue; otherwise register in your operating state(s).

Delaware incorporation cost breakdown

The full picture before optional services.

Item	Cost (2026) · paid to
Certificate of Incorporation	From $109 · Division of Corporations (rises with shares)
Annual report	$50 / year · Division of Corporations, due March 1
Franchise tax (min.)	$175 or $400 · Authorized Shares vs. Assumed Par Value (pay lower)
Franchise tax (max.)	$200,000 / $250,000 · standard max / large corporate filer
State business license	$75 / year · Division of Revenue (if operating in DE)
Registered agent (optional service)	~$49–$300/yr · third party
EIN	$0 · IRS (free)

⬤ Expert view

Insight from our team

Our guidance reflects hands-on filing experience across all 50 states and the District of Columbia, reviewed against current Secretary of State and Department of Revenue requirements.

“The Delaware franchise-tax panic is the most predictable call I get every February – a founder opens a notice for eighty-five thousand dollars and thinks the company’s finished. It isn’t. That’s the Authorized Shares default; we recompute on the Assumed Par Value method and it’s almost always the four-hundred-dollar minimum. The real work is at formation: set 10 million authorized shares at a tiny par value so the math stays cheap for years. Get the share structure right on day one and the annual tax is a non-event.”

Parth Shah
CountSure

⬤ Keep exploring

Related guides & services

Delaware incorporation Questions

How much does it cost to incorporate in Delaware?

Filing fees start around $109 and rise with authorized shares. Each year you’ll pay a $50 annual report fee plus franchise tax (minimum $175 or $400 depending on method), due March 1.

Why did Delaware send me an $85,000 franchise tax bill?

That’s the default Authorized Shares Method applied to a large authorized-share count. Recompute using the Assumed Par Value Capital Method – for most startups it drops to the $400 minimum. Always calculate both and pay the lower.

When is the Delaware corporate franchise tax due?

March 1 each year, along with the annual report. Corporations owing $5,000 or more must make quarterly estimated payments through the year.

How many shares should my Delaware corporation authorize?

A common venture-ready structure is 10,000,000 shares at a very low par value (e.g., $0.0001), which keeps the Assumed Par Value franchise tax near the minimum while leaving room for investors and option pools. A professional can tailor this.

Should I incorporate in Delaware or my home state?

Delaware is the standard if you’re raising venture capital or want its legal framework. If you’re a small operating business in another state, incorporating at home is usually simpler and cheaper, since Delaware still requires foreign qualification where you operate.

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Incorporate in Delaware with CountSure

From a venture-ready share structure and Certificate of Incorporation to bylaws, stock issuance, EIN, and your March 1 franchise-tax filing (computed both ways to minimize it), CountSure handles Delaware incorporation start to finish.