Cost of Delaware C-Corp | Complete Fee Breakdown 2025-2026

The filing fee to incorporate in Delaware is $89, but the real annual cost of maintaining a Delaware C-corp is between $1,500 and $5,000 depending on your structure.

Initial Formation Costs

The Delaware Division of Corporations charges $89 to file a certificate of incorporation. This covers a standard filing with 1,500 or fewer authorized shares. If you authorize more shares, which you should for a startup, an additional tax applies based on the number of authorized shares at $0.02 per share for shares between 1,501 and 5,000, and $0.01 per share above 5,000, up to a maximum filing fee of $200 on top of the base $89. Most startups authorize 10,000,000 shares, which results in a filing fee of approximately $289. If you need same-day or 24-hour expedited processing, add $50 to $1,000 depending on urgency. A certified copy of the filed certificate costs $50.

Registered Agent Fees

Delaware requires every corporation to maintain a registered agent with a physical address in the state. This is the entity that receives legal process and state correspondence on your behalf. Annual registered agent fees range from $49 to $300 depending on the provider. Budget providers like Northwest Registered Agent and Incfile charge around $49 to $125 per year. Full-service providers like CSC (Corporation Service Company) or CT Corporation charge $200 to $300 per year and include additional services like compliance monitoring. SpryTax partners with a registered agent provider and includes the service in our formation package at no additional markup.

Annual Franchise Tax

Every Delaware corporation must pay an annual franchise tax and file an annual report. The minimum franchise tax is $400 per year. The tax is calculated using one of two methods: the Authorized Shares method or the Assumed Par Value Capital method. The Authorized Shares method charges $400 for up to 5,000 shares, $400 plus $85 per additional 10,000 shares up to 10,000, and so on, up to a maximum of $200,000. For a startup with 10,000,000 authorized shares, the Authorized Shares method produces a tax of approximately $170,165. However, the Assumed Par Value Capital method almost always produces a much lower number for startups, often the $400 minimum, because it factors in the par value of issued shares and total gross assets. You are allowed to pay whichever method produces the lower amount. The annual report filing fee is $50, due on or before March 1.

Foreign Qualification Costs

If your Delaware corporation does business in another state, you likely need to register as a foreign corporation there. California charges $100 for foreign qualification and requires a Statement of Information filing every year ($25). New York charges $225 for the application for authority. Texas charges $750. Each state also requires its own registered agent, adding $49 to $300 per state per year. If you have employees, an office, or significant revenue in a state, you generally need to qualify there. A typical startup operating in Delaware and California should budget $200 to $500 annually in California state compliance costs on top of the Delaware costs.

Total Year-One and Ongoing Costs

For a standard Delaware C-corp with 10,000,000 authorized shares, operating primarily in one other state, the year-one costs typically break down as: Delaware filing fee ($289), registered agent ($100), legal formation documents ($500 to $2,500 if using an attorney, or included with services like SpryTax or Clerky). Ongoing annual costs include: Delaware franchise tax ($400 minimum using Assumed Par Value method), Delaware annual report ($50), registered agent ($100), and foreign qualification annual fees ($100 to $300). The total ongoing annual cost is roughly $650 to $1,000 at the minimum. Add $1,500 to $3,000 for annual corporate tax return preparation (Form 1120), and the full annual compliance cost for an early-stage Delaware C-corp runs $2,000 to $4,000.

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The True Cost of a Delaware C-Corp: Every Fee Itemized