🇺🇸 United States, Delaware
Delaware is renowned for its mature corporate law and specialized Court of Chancery, making it a common incorporation state for U.S. startups and public companies, typically as LLCs or C-Corporations. The LLC annual franchise tax is a fixed $300 (due by June 1 each year); the C-Corp annual franchise tax has a minimum of $175 or $400 depending on the calculation method (plus a $50 annual report fee, due by March 1), with late penalties and interest. Venture capital-backed companies and those planning to raise funds in the U.S. often prefer Delaware C-Corp. The following is a neutral compilation of public information; tax rates and fees are subject to change, so always refer to the latest regulations from the Delaware Division of Corporations.
United States, Delaware Key conditions at a glance
| Common Company Types | LLC, C-Corporation |
|---|---|
| Corporate income tax | Federal corporate tax 21%; generally exempt from state income tax if not operating within the state |
| LLC Annual Franchise Tax | Fixed $300/year (regardless of size), due by June 1 each year, no separate annual report required |
| C-Corp Annual Franchise Tax | Minimum $175 (Authorized Shares Method) or $400 (Assumed Par Value Capital Method), cap $200,000 ($250,000 for large filers); plus $50 annual report fee, due by March 1 |
| Estimated establishment costs | State fees plus registered agent fees, totaling from a few hundred dollars (registered agent annual fee typically $100–$300) |
| Late Penalties | LLC late penalty: $200 plus 1.5% monthly interest (subject to official rules) |
| Substance/Reporting Requirements | Must maintain a registered agent; C-Corp files federal tax and annual report; LLC depends on tax election (default pass-through) |
| Who is it suitable for? | For those planning to raise funds/IPO in the U.S. and needing a mature corporate law environment (C-Corp); for those seeking simple maintenance and fixed tax burden (LLC) |
United States, Delaware Key considerations
- Delaware C-Corp is a familiar structure for venture capital, but it entails U.S. federal tax and filing obligations, and the annual franchise tax is more complex than for LLCs (calculated based on shares or assets, not a fixed amount).
- LLCs may opt for pass-through taxation; the U.S. tax treatment for foreign shareholders is more complex, and professional advice is recommended.
- LLC $300/year is a fixed amount, making cash flow planning straightforward; for C-Corp, the number of shares/assets must first be determined to estimate the actual franchise tax (which may be significantly higher than the $175 minimum).
United States, Delaware Application process
- Choose the type (LLC or C-Corp) and name.
- Appoint a registered agent and submit incorporation documents.
- Obtain EIN (Federal Tax ID) and open a bank account as needed.
- Pay annual license tax and file tax returns as required.
United States, Delaware Frequently Asked Questions
Can foreigners establish a Delaware company?
Yes, Delaware does not require shareholders or directors to be U.S. citizens or residents. However, a registered agent must be maintained, and the U.S. tax and reporting obligations for foreign shareholders can be more complex; it is advisable to consult a tax professional.
How much tax/fees does a Delaware LLC pay annually?
The Delaware LLC annual franchise tax is a fixed $300 (regardless of company size), due by June 1 each year, with no separate annual report required. Late payment incurs a $200 penalty plus 1.5% monthly interest. Additionally, an annual registered agent fee (typically $100–$300) must be paid.
How is the Delaware C-Corp franchise tax calculated? Is it expensive?
The C-Corp franchise tax is calculated using the lower of two methods: Authorized Shares Method (minimum $175) or Assumed Par Value Capital Method (minimum $400), with a general cap of $200,000 ($250,000 for large filers). Companies with a large number of shares or significant assets may owe substantially more than the minimum; it is advisable to estimate the tax before incorporation. An additional $50 annual report fee is due by March 1.
How can I verify whether the company incorporation, tax, and compliance regulations for this jurisdiction are up to date?
Tax systems, annual fees, economic substance, and UBO (Ultimate Beneficial Owner) rules in each jurisdiction are frequently amended. Recommendations: ① Check official company registry or tax authority announcements of the jurisdiction (official source links are provided at the bottom of this page); ② Verify the data date indicated on this page; ③ Understand post-incorporation annual filing, accounting, audit, and economic substance obligations—do not focus solely on incorporation fees; ④ Stay alert to agent claims that exaggerate tax savings or suggest no filing or compliance obligations after incorporation, and consult qualified tax/legal professionals for major decisions. This site provides a neutral compilation of public information; always refer to the latest official announcements.
United States, DelawareWhere to search for the official company registration of , and is it public?
| Official registry | Delaware Division of Corporations — Entity Search |
|---|---|
| Can the public search the register? | ⚠️ Limited online search (name/status only) |
| Notes | Online search for company name, status, and file number, but shareholder, director, or beneficial ownership information is not publicly disclosed. |
| Official search | Go to official registry search ↗ |
The above is a compilation of public information from official company registration authorities; public search rules and beneficial ownership disclosures are subject to change, so please refer to the latest official regulations. See the comparison table of registration transparency across jurisdictions →
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Official sources：Delaware Division of Corporations · Data date：2026-07。This page serves as a neutral compilation of publicly available information for reference only, notTax / LegalRecommendations are based on the latest official announcements.