Delaware LLC Cost: Filing Fee & $400 Annual Tax (2026)

Q: How much does a Delaware LLC cost?

It costs $110 to file the Certificate of Formation with the Delaware Division of Corporations. After that, every LLC owes a flat $400 annual tax due June 1. A federal EIN is free, so the first-year state cost is about $510 before optional services.

Q: What is the Delaware LLC annual fee?

Delaware LLCs pay a flat $400 annual tax to the Division of Corporations, due June 1 each year, for the 2026 tax year onward. It replaced the previous $300 tax under House Bill 400. There is no separate annual report fee for LLCs.

Q: Is there an annual report fee for a Delaware LLC?

No. Delaware LLCs do not file an annual report and pay no report fee. Only the flat $400 annual tax applies. Annual reports and separate report fees apply to Delaware corporations, not LLCs.

Q: What is the penalty for paying the Delaware annual tax late?

If the $400 annual tax is not paid by June 1, Delaware adds a $200 penalty plus interest at 1.5% per month on the unpaid tax and penalty. After three years of nonpayment, the LLC's certificate of formation is canceled.

Q: Does a Delaware LLC pay sales tax?

Delaware has no state sales tax. Businesses that operate in Delaware instead pay gross receipts tax and need a Delaware business license, commonly $75 for a first location. LLCs that only hold Delaware registration without in-state operations owe neither.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

A Delaware LLC costs $110 to form - the fee to file the Certificate of Formation with the Delaware Division of Corporations - plus a flat $400 annual tax due June 1 each year. Delaware LLCs pay no annual report fee, Delaware has no state sales tax, and a federal EIN is free.

Quick Answer

Formation fee: $110 - Certificate of Formation (Division of Corporations)
Annual tax: Flat $400 (2026), due June 1 (§18-1107)
Annual report: None for LLCs (only corporations file one)
Late penalty: $200 plus 1.5% monthly interest
EIN: $0 - free from the IRS
Sales tax: None; gross receipts tax applies to in-state businesses

Upfront Cost to Form a Delaware LLC

The one required upfront cost to create a Delaware LLC is the $110 fee to file the Certificate of Formation with the Delaware Division of Corporations. Filing this document under Section 18-201 of the Delaware Limited Liability Company Act (Title 6, Chapter 18) is the legal act that brings the LLC into existence. There is no separate "startup" or "organization" tax at formation. For the step-by-step process, see how to form an LLC in Delaware.

Two costs are commonly bundled with formation but are optional or separate. First, if you hire a commercial Delaware registered agent because you lack a Delaware address, that agent charges its own annual fee, which the state does not set. Second, a federal EIN is free from the IRS - you never need to pay for one. Compare Delaware against other states with the national how much an LLC costs guide.

It is worth separating the state's mandatory charge from the many optional add-ons that filing services advertise. The only payment Delaware requires to create the LLC is the $110 Certificate of Formation fee. Name reservation, expedited processing, certified copies, and a certificate of good standing are all optional and are needed only in specific situations - for example, a lender or a bank in another country may ask for a certified certificate of good standing. If you see a much higher "formation package" price, most of the difference is the provider's service fee and a bundled year of registered-agent service, not a state charge.

The Flat $400 Annual Tax

The recurring cost that defines a Delaware LLC is the flat annual tax under Section 18-1107. For the 2026 tax year, that tax is $400 for every domestic LLC, regardless of income, size, or whether the LLC did any business. The amount rose from $300 under House Bill 400, which Delaware enacted in 2026. The tax is paid to the Division of Corporations, not the Division of Revenue.

Because it is flat, the annual tax is easy to budget: a dormant single-member LLC and a busy multi-member LLC both owe the same $400. This differs from states that charge income-based or revenue-based franchise taxes. Note that Delaware corporations calculate their franchise tax differently and can owe far more; this page covers LLCs only. For the annual-tax mechanics and deadlines, see Delaware LLC annual tax and filing requirements.

The timing of the first payment surprises many new owners. The annual tax for a given calendar year is due the following June 1, so an LLC formed partway through 2026 does not send its first $400 until June 1, 2027. There is no proration for a short first year - a company formed in December owes the same annual tax as one formed in January. Budget the $400 as a fixed yearly line item, and set a reminder before June 1 so a missed deadline does not add the $200 penalty and 1.5% monthly interest discussed below.

No Annual Report Fee for LLCs

A frequent point of confusion: Delaware LLCs do not file an annual report and therefore pay no annual report fee. The annual report requirement - and the report fee that goes with it - applies to Delaware corporations, which file a report and calculate franchise tax each year by March 1. An LLC's only recurring state obligation is the flat $400 tax. When a website lists a "Delaware annual report fee" for an LLC, it is describing the annual tax, not a separate report.

Delaware LLC Cost Table (2026)

The table below lists the charges most Delaware LLCs encounter, each verified against the Delaware Code, the Division of Corporations, or the Division of Revenue. Amounts are effective for 2026 and are set by the state, not by any filing service.

Item	Authority	Cost (2026)	When
Certificate of Formation (create the LLC)	§18-201	$110	One-time, at formation
Annual LLC tax (flat)	§18-1107	$400	Every year, by June 1
Late-payment penalty on annual tax	§18-1107	$200 + 1.5%/month interest	If paid after June 1
Certificate of Cancellation (close the LLC)	§18-203	$200	One-time, at close
Certified copy of a filed document	§18-1105	$50	Optional
Delaware business license (first location)	Division of Revenue	$75 (varies by activity)	Annual, if operating in DE
Federal EIN	IRS Form SS-4	$0 (free)	One-time

First-Year vs. Ongoing Cost

In year one, the required Delaware state cost is the $110 formation fee. The $400 annual tax for the 2026 tax year is due on June 1, 2027 - the year after formation - so a company formed in 2026 pays the $110 now and its first $400 tax the following June. In every later year, the recurring required state cost is the flat $400 tax. If you operate in Delaware, add the business license and gross receipts tax discussed below; if you only hold a Delaware LLC for out-of-state activity, the $400 tax is typically your only ongoing state charge beyond registered-agent fees.

A simple way to picture it: year one is roughly the $110 filing fee plus whatever you pay a registered agent, and every year after is the $400 tax plus the agent. Nothing about the tax scales with how much the LLC earns, so a profitable year and a dormant year cost the same in Delaware fees. That predictability is one reason holding companies and single-asset entities are often organized in Delaware - the annual carrying cost is known in advance and does not require a bookkeeper to compute.

Business License and Gross Receipts Tax

Delaware has no state sales tax. Instead, a business that actually operates in Delaware must obtain a Delaware business license from the Division of Revenue and pay gross receipts tax on its Delaware receipts. The standard license fee is commonly $75 for a first business location plus $25 for each additional location, though the exact amount varies by business activity. Gross receipts tax rates also vary by activity, and Delaware applies monthly or quarterly exclusions before tax is owed, so many small businesses owe little or nothing in a given period. A holding-only Delaware LLC with no Delaware operations generally needs neither. See the national business license overview for context.

Optional and Third-Party Costs

Beyond the state fees, several costs are optional and depend on your situation. A commercial registered agent charges an annual fee the state does not set. Expedited filing at the Division of Corporations costs extra if you need same-day or faster confirmation. Certified copies and certificates of good standing carry per-document fees, such as $50 for a certified copy under Section 18-1105. If you register the LLC to do business in another state (foreign qualification), that state charges its own fees. None of these are required to keep a basic Delaware LLC in good standing - only the $400 annual tax and a registered agent are.

How Delaware Compares

Delaware's $110 formation fee is moderate, and its flat $400 annual tax is higher than the ongoing fee in many states but is predictable because it never scales with revenue. Founders often choose Delaware for its Court of Chancery and well-developed business case law rather than for low cost. If your business will operate primarily in your home state, compare the total Delaware cost - formation fee, annual tax, registered agent, and possible foreign-qualification fees in your home state - against forming directly at home. See what an LLC is and S-corp vs LLC to weigh structure alongside cost, and how to dissolve an LLC in Delaware for closing costs.

To make the trade-off concrete, consider a single-member consulting LLC run entirely from another state. In Delaware, its recurring required cost is the flat $400 annual tax plus a commercial registered agent's fee. If that same owner also has to register the Delaware LLC as a foreign LLC in the home state, the home state's registration and annual fees stack on top. For a business whose customers and operations are all in one state, forming in that state often costs less overall. Delaware tends to pay off when the priorities are its courts, investor familiarity, or a plan to raise venture capital - not headline cost.

Finally, remember which agency each cost belongs to, because mixing them up leads to missed deadlines. The $110 formation fee and the $400 annual tax are paid to the Division of Corporations. The business license and gross receipts tax are paid to the Division of Revenue. Federal income tax and the free EIN are handled with the IRS. Keeping these three lanes separate in your records is the simplest way to stay in good standing without overpaying.

If cash flow is tight in the early months, prioritize the two charges that keep the entity alive: the registered agent and the $400 annual tax. A business license lapse can be cured, and optional documents can wait, but losing your agent or falling behind on the annual tax is what triggers loss of good standing and, eventually, cancellation. Treat those two as non-negotiable recurring costs and treat everything else as discretionary.

Frequently Asked Questions

How much does a Delaware LLC cost?

It costs $110 to file the Certificate of Formation, plus a flat $400 annual tax due June 1. A federal EIN is free, so the first-year state cost is about $510 before optional services. See how to form an LLC in Delaware.

What is the Delaware LLC annual fee?

A flat $400 annual tax to the Division of Corporations, due June 1 for the 2026 tax year onward. It replaced the previous $300 tax under House Bill 400. There is no separate annual report fee.

Is there an annual report fee for a Delaware LLC?

No. Delaware LLCs file no annual report and pay no report fee - only the flat $400 tax. Annual reports apply to Delaware corporations, not LLCs.

What is the penalty for paying the Delaware annual tax late?

A $200 penalty plus 1.5% monthly interest on the unpaid tax and penalty. After three years of nonpayment, the LLC's certificate of formation is canceled.

Does a Delaware LLC pay sales tax?

No. Delaware has no state sales tax. Businesses operating in Delaware pay gross receipts tax and need a business license, commonly $75 for a first location.

Sources

Delaware Code, Title 6, Chapter 18, Subchapter XI - Taxation of LLCs (§18-1107, $400 annual tax, June 1, $200 penalty, 1.5% interest); Fees (§18-1105).
Delaware Division of Corporations - Annual Report and Tax Information (flat LLC tax; June 1 due date; penalty and interest).
Delaware Division of Corporations - How to Form a New Business Entity ($110 Certificate of Formation).
Delaware Division of Corporations - Pay LLC/LP/GP Taxes.
Delaware General Assembly - House Bill 400 (annual tax increased to $400).
Delaware Code, Title 6, Chapter 18, Subchapter II - Certificate of Cancellation (§18-203).
Delaware Division of Revenue - Step 3: Licensing & Registration (business license; gross receipts tax).
Delaware Division of Revenue - Gross Receipts Tax FAQs (no sales tax; exclusions).
IRS - Get an Employer Identification Number (free EIN).
IRS - Limited Liability Company (LLC) (federal tax treatment).
Legal Information Institute (Cornell) - 26 CFR 301.7701-3 (entity classification election).

LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current amounts with the Delaware Division of Corporations and Delaware Division of Revenue before acting.