Delaware: your LLC now pays $400 a year instead of $300

In the Delaware Code the law is simply Chapter 273 of Volume 85 of the Session Laws; in the legislature it was House Bill 400. It changes the fees and taxes the Secretary of State charges across the whole of corporate law. Two dates in it matter.

Retroactive to January 1, 2026, the annual LLC tax rises from $300 to $400. The same applies to the limited partnership and to the general partnership with a filed statement. Each registered series of an LLC now costs $100 a year instead of $75.

Since August 1, 2026, new fees apply to almost everything you have the agency expedite or pre-clear. Pre-clearance of a document costs $350 instead of $250. A written report from the register costs up to $200 instead of up to $100. And the expedite fees Delaware charges for processing within hours have in some cases more than doubled.

Delaware is famous for getting things done in an hour that take weeks elsewhere. That fame now has a new price. Since August, the caps up to which the state may set expedite fees are:

• within 30 minutes: up to $10,000, previously up to $7,500,
• within one hour: up to $2,500, previously up to $1,000,
• within two hours: up to $1,500, previously up to $500,
• same day: up to $500, previously up to $300,
• within 24 hours: up to $300, previously up to $150.

These are statutory caps. The actual amounts are set by the Division of Corporations in its fee schedule, and the law expressly allows it to adjust that schedule up to the new limits. So if you order expedited service with the old amount in mind, you may get a surprise at checkout, just like Jonas that evening.

For the Delaware corporation, the franchise tax itself does not change. The annual report is still due March 1, and the minimum tax under the authorized shares method stays at $175. More on that, and on why Delaware sends no reminder, in our article Delaware doesn't send reminders, Delaware strikes you off.

It does get more expensive for foreign corporations registered in Delaware and for anyone having documents pre-cleared. The annual report of a foreign corporation costs $250 instead of $125, and the late filing penalty rises from $125 to $250. Pre-clearance here too costs $350 instead of $250, and documents ratifying defective corporate acts under Section 204 of the General Corporation Law cost $1,500.

Take Jonas. From Regensburg he runs a Delaware LLC through which he holds two US projects, each in its own registered series. He also has a Delaware corporation that the Boston investor is set to buy into.

The LLC's annual tax. Until now $300 for the LLC and twice $75 for the series, $450 in total. For tax year 2026 it is $400 plus twice $100, $600 in total. That is $150 more a year, payable by June 1 of the following year.

The rush certificate. Jonas needs his documents within two hours. The statutory range for that used to be up to $500 and is now up to $1,500. In the worst case that is $1,000 more for a single evening.

Pre-clearance of the charter amendment the investor requires: $350 instead of $250, so $100 more.

Altogether, this fall could cost Jonas up to $1,250 more than the same process in the spring. Not enough to sink a project. But enough to show that Delaware is billing for its reputation.

Because Delaware knows what it is selling. No other state has such a dense body of corporate case law, and no other has its own court, the Court of Chancery, that has dealt with nothing else for generations. Investors, banks and lawyers around the world know these rules, and that is exactly what founders pay for.

Corporate law that every investor understands is a kind of language. If you speak it, you have less to explain. For a funding round, a later sale or an IPO, that is worth real money, which is why a $100 annual increase will not drive anyone out of Delaware who is there for those reasons.

It is a different story if you chose Delaware only because the name sounds familiar.

For most founders from Europe, Delaware is not the obvious choice, and this increase widens the gap a little. If you are not raising venture capital and are building a business with real operations in a particular state, you have to register there anyway. Then you pay twice: to Delaware and to the state where you actually work.

An example: if you open a store or an office in Austin, you need Texas registration either way. A Texas LLC saves you the second layer. Texas charges no fee for the annual Public Information Report, and the franchise tax for the 2026 and 2027 reports is zero as long as annual revenue stays below $2.65 million.

If you have neither investors nor a location in a particular state and want a lean, low-maintenance structure, also take a look at the Wyoming LLC. The detailed trade-offs are in our overview Which US state is best for your company.

And if you are planning an LLC with no business activity in the US at all, a different structure is designed for that. Our sister site zerotax.llc explains it.

This is where many owners will stumble this fall. A Delaware LLC's annual tax is due by June 1 of the following year. The $400 applies to tax year 2026. So the first payment at the new rate is the one due June 1, 2027.

Miss it and you pay more than the tax. The law imposes a $200 penalty plus interest of one and a half percent for every month or part of a month, and an LLC that does not pay for three years loses its good standing. What that means for liability and why a bank account can depend on it, we covered in detail in June in On June 1, Delaware collects its annual tax.

Some Division of Corporations pages still showed the old $300 this summer. What counts is the statute, and since May 21 it says $400.

You can read this increase as a budget measure, and it is one. Delaware funds a substantial share of its state budget from corporate fees and franchise taxes. But it comes at a time when other states are openly courting companies, Texas above all, with its own business court and the promise of lower costs.

Delaware is not answering with discounts but with confidence. The message: we cost more because we are better. For companies that need exactly that, the message holds. For everyone else, it is a reason to ask honestly which state is right before forming, not after.

Will you raise capital from American investors in the next five years? Then Delaware is almost always right, and the new fees are a footnote. For a company with investors, the Delaware C Corporation is the standard every investor expects.

Will you operate, hire staff or rent space in a particular state? Then weigh the double registration against the name. In most cases, the state where you actually are wins.

Do you need speed? Delaware still delivers it like no other state. But plan for it. Order documents a week ahead and you pay the normal rate. Need them at the last minute and you pay the new expedite fee.

He paid. Of course he paid: the investor won't wait, and $1,500 is a rounding error next to a funding round. But afterwards he stuck a note next to his screen that reads: request documents from Wilmington two weeks ahead.

Maybe that is the real lesson of this law. Delaware doesn't punish founders, it punishes haste. If you know your deadlines and order your documents in time, you will barely notice the increase beyond the $100 a year.

Our team in Austin has guided Delaware formations since 2008, and we know the rhythm of this agency. If you want to form an LLC under the best-known corporate law in the world, with fixed costs and no last-minute expedite fees, you will find everything you need on our Delaware LLC formation page. For an overview of all entity types and states, see US company formation, and all packages with prices are under Services & Fees.

And if a year from now you are sitting in your office at seven in the evening while the clock runs in Wilmington, let it be only because you chose to.

Consultation & implementation

If you'd like to find out what this means for your own situation, the best step is to book a consultation.