Delaware franchise tax and annual fees: the $400 bill and what late costs
A Delaware LLC pays a flat US$400 a year, by 1 June, for the year before. No report, no owners named, nothing based on income.
Late, it's US$200 plus 1.5% a month, and after three unpaid years the LLC is cancelled. A corporation pays a different tax by 1 March. With us the LLC costs US$539 a year.
Delaware is the name investors trust, and it bills like a utility: same amount, same day, every year. The trouble is the first bill. It arrives months before most founders expect a second payment, and missing it starts a clock that runs for three years. Enter the day you formed, or plan to, and see exactly when each US$400 falls and what waiting would cost. Figures come from Delaware's statutes and its August 2026 fee schedule.
Key takeaways
- An LLC owes US$400 for each calendar year it exists, paid by 1 June of the next year. There's no annual report.
- No proration: forming on 2 January instead of 28 December pushes the first US$400 back a full year.
- Late costs US$200 plus 1.5% a month; after three unpaid years the LLC is cancelled, and revival is US$220 plus every arrear.
- A corporation files an annual report by 1 March (US$50) and pays franchise tax from US$175 or US$400, depending on the method.
- If your agent resigns, you have 30 days to name a new one.
- With Heirson the LLC costs US$539 a year, tax included.
When your first Delaware tax is due
Under 6 Del. C. 18-1107 the tax is charged for each calendar year the LLC is on the register, then collected the following June. So the gap between forming and paying can be as short as five months or as long as seventeen.
The Division of Corporations' LLC tax instructions set the 1 June date and charge the full year, with no proration. The IRS date applies to a single foreign owner on a calendar year.
Each calendar year costs US$400, collected the next 1 June. Forming in early January buys the longest gap.
Delaware LLC or corporation: which yearly bill is yours
Searches for "Delaware franchise tax" mix two different bills. An LLC pays a flat annual tax. A corporation pays a franchise tax worked out from its shares or assets, and files a report naming its directors.
| Each year | Delaware LLC | Delaware corporation |
|---|---|---|
| State charge | US$400, flat | Franchise tax from US$175 to US$200,000, plus a US$50 report fee |
| Due | 1 June, for the year before | 1 March, for the year before |
| What you file | The payment only | An annual report with the payment |
| Who's named | Nobody; only the agent is on record | Every director's name and address, and the signing officer |
| If late | US$200 plus 1.5% a month on tax and penalty | US$200 for a late report, 1.5% a month on unpaid tax |
| Left unpaid | Cancelled after 3 years | Charter void after 1 year |
| Bringing it back | US$220 plus every arrear | US$189 plus every arrear |
Corporation rules are in 8 Del. C. 502 to 511; LLC rules in 6 Del. C. 18-1107 to 18-1109.
LLC: US$400 by 1 June, nobody named. Corporation: a calculated tax and a report by 1 March.
Delaware LLC tax paid late: what it grows to
The US$200 penalty lands the day after 1 June. Interest then runs at 1.5% for each month or part of a month, on the tax and the penalty together, and each new 1 June adds another US$400 and US$200. Pick how long it's been unpaid.
On the third anniversary of a missed due date the certificate is cancelled under 6 Del. C. 18-1108, and Delaware publishes the list online by 31 October each year.
One missed year is about US$300 extra. Three missed years end the LLC.
Delaware corporation franchise tax calculator
This is the bill that frightens founders. Delaware's notice is worked out by the Authorized Shares method, so a startup with 10 million authorised shares sees a five-figure number. Filing with the Assumed Par Value Capital method in 8 Del. C. 503 usually brings it down to the US$400 minimum. Try your own numbers.
The rates: Authorized Shares US$175 up to 5,000 shares, US$250 up to 10,000, then US$85 per further 10,000; Assumed Par Value US$400 per US$1,000,000 or part, US$400 minimum; US$200,000 maximum either way. Gross assets are those on the federal return. Shares with a par value above the assumed par add to the second figure, which this estimate leaves out. A tax of US$5,000 or more is paid in instalments: 40% by 1 June, 20% by 1 September, 20% by 1 December and the rest by 1 March.
Two methods, the lower one wins, but only if you file with it.
Delaware registered agent renewal and the 30 day rule
Every Delaware LLC must keep a registered agent with an office in the state. The agent is the only name on your public record, and it's a private bill, usually charged on the anniversary of formation, not on 1 June.
The 30 day rule is in 6 Del. C. 18-104(d). An agent that stops being paid can resign, which is how an LLC nobody watches can be cancelled even with the tax paid. Ours is inside the US$139, so it renews with your tax.
Two private dates to keep: the agent's renewal and the 30 days after any resignation.
Closing, reviving or leaving a Delaware company
State fees are from the Division of Corporations' fee schedule revised 1 August 2026. Delaware adds US$100 for 24 hour handling or US$200 for same day on most of these filings.
Cancel before 31 December and you skip next year's US$400.
What a Delaware LLC costs to keep with Heirson
The US$400 goes to Delaware unchanged. For a single owner outside the US the bigger risk is federal: Form 5472 with a pro forma Form 1120, due 15 April and fined at US$25,000 if missed, under the IRS instructions for Form 5472. Our Form 5472 guide explains it.
US$400 to Delaware, US$139 to us, and US$179 more if we file Form 5472.
Delaware franchise tax and annual fees: questions, answered
How much is the Delaware LLC franchise tax in 2026?
When is the Delaware LLC tax due?
Is the Delaware tax reduced if I formed my LLC late in the year?
What is the penalty for paying the Delaware LLC tax late?
Does a Delaware LLC file an annual report?
How is Delaware corporation franchise tax calculated?
How do I close a Delaware LLC?
What does Heirson charge each year for a Delaware LLC?
Checking an entity's status? Our Delaware company search guide shows what each lookup costs. Comparing states? See Wyoming vs Delaware or Wyoming's annual report and fees.
Changelog
- 11 November 2026: first published.
- 13 November 2026: official sources linked inside the text.
Every 1 June paid before you think of it.
We keep the agent in place and pay the US$400 on time, for US$539 a year with the tax.