How much does it cost to form a C-Corp in Delaware?

The state filing fee is $89. Franchise tax: $175 min (authorized shares) or $400 min (assumed par value). ClearFormation includes registered agent service in every plan.

How long does it take to incorporate in Delaware?

The Delaware Division of Corporations usually processes filings in 1-3 business days. Expedited options may be available from the state.

How do I form a C-Corp in Delaware?

Pick a compliant name, appoint an in-state agent, file Articles of Incorporation with the Delaware Division of Corporations ($89), adopt bylaws and issue stock, get an EIN, and file Annual Report + Franchise Tax filings.

Do I need a registered agent for a Delaware corporation?

Yes. Every Delaware corporation needs an in-state agent with a physical address. ClearFormation includes agent service in all 50 states.

Does a Delaware C-Corp have to file an annual report?

Yes. Delaware requires a Annual Report + Franchise Tax, due March 1, fee $50 (report) + franchise tax. $175 minimum, scales with authorized shares.

Should you be your own Delaware registered agent?

You can if you have a physical DE address and are there during business hours. Most corps use a commercial agent to keep their home off public records.

Does running a corporation in Delaware involve more paperwork than running other types of businesses?

Yes. A C-Corp needs bylaws, board meetings, minutes, a stock ledger, and Form 1120 each year. An LLC is simpler for owner-operated businesses.

What is the difference between an LLC and a corporation in Delaware?

Both give liability protection. An LLC defaults to pass-through tax with fewer formalities. A C-Corp pays corporate tax but can issue preferred stock and ISO options.

Is an LLC better than a corporation?

For owner-operated businesses without VC plans, an LLC is usually simpler. A C-Corp fits founders who need stock options or institutional investment.

How many people are needed to form a corporation in Delaware?

Delaware allows one shareholder and one director. A solo founder can be the sole incorporator, director, and all officers.

Can I form my Delaware corporation online?

Yes. Delaware accepts online filings through the Delaware Division of Corporations. ClearFormation files online and returns stamped docs to your dashboard.

How do I change my corporation's name in Delaware?

File Articles of Amendment with the Delaware Division of Corporations and pay the state fee. Update bylaws, bank accounts, and contracts that use the old name.

How do I dissolve my Delaware corporation?

Get board and shareholder approval, file dissolution papers with the Delaware Division of Corporations, pay state taxes, and file a final Form 1120.

Does Delaware have other professional entity types?

Delaware may offer professional corporations (PCs) for licensed fields. Check Delaware Division of Corporations rules for your profession.

Do I need an EIN for my Delaware C-Corp?

Yes. Every C-Corp needs an EIN for banking, payroll, and Form 1120. ClearFormation can file for non-US founders without an SSN.

LLC vs C-Corp in Delaware — which should I form?

An LLC is simpler and pass-through by default. A C-Corp fits VC fundraising and stock options. US VCs often prefer Delaware C-Corp for priced rounds.

Can a non-US resident form a C-Corp in Delaware?

Yes. Delaware has no US residency requirement for shareholders or directors. You need a US agent (included) and an EIN from the IRS.

Can I convert a Delaware LLC into a C-Corp later?

Yes. Delaware allows statutory conversion or a Delaware flip before a priced round. You file conversion papers and issue stock to former members.

What's the difference between a C-Corp and an S-Corp in Delaware?

Both file Articles of Incorporation with the Delaware Division of Corporations. An S-Corp elects pass-through tax via Form 2553 but caps at 100 US shareholders and one stock class.

When does forming a C-Corp in Delaware make sense (vs. Delaware)?

Form in Delaware if you operate mainly there and are not raising VC soon. US VCs usually prefer a Delaware C-Corp for institutional rounds.

Do C-Corps in Delaware need to hold annual meetings?

Yes. Hold at least one board meeting and one shareholder meeting each year with documented minutes to preserve the liability shield.

Does a Delaware C-Corp need a separate bank account?

Yes. Keep corporate and personal funds separate. You need stamped Articles, an EIN, and a board resolution to open the account.

How much does it cost to incorporate in Delaware?

The Delaware corporation filing fee is $89 for the Certificate of Incorporation (minimum, varies by authorized shares). Annual franchise tax starts at $175 (authorized shares method) or $400 (assumed par value method), plus a $50 annual report — all due March 1.

Why do startups incorporate in Delaware?

US venture capital defaults to Delaware C-Corps: the Court of Chancery specializes in business disputes, corporate statutes are founder- and investor-friendly, and decades of case law give predictable outcomes. If you are raising a priced US round, Delaware is the market standard.

Delaware C-Corp annual report and franchise tax

Delaware corporations file an annual report and pay franchise tax by March 1 each year. Minimum tax is $175 (authorized shares) or $400 (assumed par value). Late payment triggers $200 penalty plus 1.5% monthly interest.

Delaware C-Corp vs LLC for a startup?

VC-backed startups almost always choose a Delaware C-Corp for preferred stock, ISO option plans, and investor familiarity. A Delaware LLC is better for bootstrapped operators who want pass-through tax and simpler compliance without raising institutional capital.

Incorporation cost in DE

The corporation filing fee is $89. Franchise tax: $175 min (authorized shares) or $400 min (assumed par value). Ongoing: Annual Report + Franchise Tax ($50 (report) + franchise tax, due March 1). $175 minimum, scales with authorized shares.

DE · C-Corp formation

Form C Corp in Delaware

Incorporate a Delaware C-Corporation — the structure US venture capital expects. ClearFormation files your Certificate of Incorporation with the Delaware Division of Corporations and includes a Delaware registered agent in every plan.

Business Formation + Registered Agent

$298first year

+ $89 DE state filing fee

Delaware C-Corp formation ($149 one-time)
DE Registered Agent — 1 year included ($149/yr after)

Start your DE C-Corp

Delaware C-Corp at a glance

Quick reference for incorporating a for-profit C-Corporation in Delaware with the Delaware Division of Corporations.

State filing fee	$89
Processing time	1-3 business days
Filing agency	Delaware Division of Corporations
Registered agent	Required — physical DE street address
Annual report	Annual Report + Franchise Tax — $50 (report) + franchise tax, due March 1
Franchise / corporate tax	$175 minimum, scales with authorized shares
Registered agent (ClearFormation)	Included with formation

Franchise tax: $175 min (authorized shares) or $400 min (assumed par value).

How to form a C-Corp in Delaware

There are six steps. File Articles of Incorporation with the Delaware Division of Corporations, pay the $89 state fee, and appoint a Delaware registered agent. Most filings finish in 1-3 business days.

1
Step 1: Name your Delaware corporation
- Your name must include "Corporation", "Incorporated", "Company", or an abbreviation.
- It must be unique on Delaware Division of Corporations records.
- Search before you file.
- Words like "bank" may need approval.
- ClearFormation runs a name check before we file.
2
Step 2: Appoint a Delaware registered agent
- Delaware requires an in-state contact with a physical DE street address.
- They accept lawsuits and state mail during business hours.
- Most founders use a commercial agent for privacy.
- ClearFormation includes agent service in all 50 states.
3
Step 3: File with the Delaware Division of Corporations
- Submit Articles of Incorporation with the $89 state fee.
- Processing is usually 1-3 business days.
- You list your name, agent, authorized shares, and incorporator.
- ClearFormation prepares and files online for you.
4
Step 4: Issue stock and adopt bylaws
- Hold an organizational meeting: adopt bylaws, appoint directors, elect officers, and issue founder stock.
- If stock vests, file an IRS 83(b) election within 30 days.
- Included with ClearFormation.
5
Step 5: Get your EIN from the IRS
- You need an EIN to open a US bank account, hire staff, and file Form 1120.
- The IRS issues EINs for free.
- ClearFormation can file Form SS-4 for you — including for non-US founders without an SSN.
6
Step 6: Stay compliant in Delaware
- Delaware requires the Annual Report + Franchise Tax ($50 (report) + franchise tax), due March 1.
- $175 Minimum, scales with authorized shares.
- ClearFormation tracks deadlines and pre-fills your report.

Form your DE C-Corp now

We prepare the filing, include a DE registered agent, and walk you through bylaws and stock.

Start your DE C-Corp

Questions?

How much does a Delaware C-Corp cost?

One-time state filing fee to the Delaware Division of Corporations
Ongoing state reports and any franchise or income tax
Federal EIN and annual Form 1120 corporate tax return

One-time Delaware formation cost

The Delaware C-Corp filing fee is $89. Franchise tax: $175 min (authorized shares) or $400 min (assumed par value). Bylaws and stock certificates are included with ClearFormation.

Ongoing Delaware C-Corp cost

The Annual Report + Franchise Tax is $50 (report) + franchise tax, due March 1. $175 minimum, scales with authorized shares. Every C-Corp also files federal Form 1120 and pays 21% federal corporate tax on profits.

What's included with ClearFormation

Registered agent service bundled into every plan
Bylaws, stock certificates, and organizational consent
Optional EIN filing for non-US founders without an SSN

Fees reviewed against Delaware Division of Corporations (last reviewed June 2026).

Ready to file in Delaware?

State fee is $89. Our formation plan includes your first year of DE registered agent service.

Start your DE C-Corp

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Post-incorporation checklist for a Delaware C-Corp

Stamped Articles from the Delaware Division of Corporations create your company legally. Complete these steps in the first 30 days:

1. Adopt bylaws and hold the organizational meeting

Appoint the initial board and adopt bylaws.
Elect officers and authorize a bank account.
Approve the founder stock plan at the organizational meeting.

2. Issue founder stock and file 83(b) elections

Issue founder shares at par value on day one.
If stock vests, each founder must file an IRS 83(b) election within 30 days.
Missing the 83(b) window cannot be fixed later.

3. Get your EIN and open a corporate bank account

Get a corporate EIN — never use a founder SSN for the business.
Bring stamped Articles, EIN letter, bylaws, and a board resolution to the bank.
Keep personal and corporate funds in separate accounts.

4. Lock in tax and compliance calendars

Federal Form 1120 is due April 15 for calendar-year corps.
State: Annual Report + Franchise Tax is $50 (report) + franchise tax, due March 1. $175 minimum, scales with authorized shares.
Foreign-owned corps may need Form 5472 with the corporate return.

5. BOI report — only if foreign-formed

Domestic US corps do not file a BOI report as of March 2025.
Foreign-formed entities registered in the US must file within 30 days of US registration.

Annual cadence: board meeting, shareholder meeting, Form 1120, Annual Report + Franchise Tax renewal, updated cap table.

Start your DE C-Corp today

Name check, state filing, registered agent, bylaws, and stock certificates in one checkout.

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Questions?

What is a Delaware C-Corp?

A Delaware C-Corp is a for-profit corporation filed with the Delaware Division of Corporations, taxed at the entity level (Form 1120), and built for stock issuance, employee equity, and venture fundraising. For a full LLC vs C-Corp comparison, see our LLC vs C-Corp guide.

Court of Chancery, founder-friendly statutes, and the default choice for venture-backed startups. Incorporate in DE when you operate primarily here and want a domestic corporation without a Delaware flip. Non-US founders can own 100%.

Why incorporate in Delaware?

VC-ready structure — preferred stock, board governance, ISO options.
One domestic filing — $89 with the Delaware Division of Corporations; simpler than DE + foreign qualification for local operators.
Limited liability — shareholders are generally not personally liable for corporate debts.

Delaware C-Corp pros and cons

Drawbacks to weigh before you incorporate:

Double taxation — corporate profits taxed at 21% federally, then dividends taxed again on personal returns.
More formalities — annual board and shareholder meetings, minutes, bylaws, and stock ledger maintenance.
Delaware corporate tax: $175 minimum, scales with authorized shares.
US VCs often prefer Delaware C-Corp over a Delaware domestic corporation for priced rounds.

Types of corporations in Delaware

C-Corporation — default tax treatment; unlimited shareholders and multiple stock classes.
S-Corporation — same formation filing, but elect pass-through tax via IRS Form 2553 (100-shareholder cap, one stock class).
Professional corporation (PC) — may be required for licensed professions; check Delaware Division of Corporations rules.
Nonprofit corporation — separate filing path if you seek 501(c)(3) status (not covered here).

Is a Delaware C-Corp right for you?

Compare alternatives before filing:

LLC in Delaware — simpler pass-through tax for owner-operated businesses.
S-Corp vs LLC — payroll tax savings with added compliance.
LLC vs corporation — full comparison of structures.
Best state to form a business — if you're weighing Delaware vs Delaware.

Corporate governance in Delaware

A Delaware C-Corp is more formal than an LLC. After the Delaware Division of Corporations approves your filing:

Adopt corporate bylaws.
Appoint a board of directors.
Elect officers (President, Secretary, Treasurer — titles can vary).
Issue stock to founders at the organizational meeting.

What does a corporate board of directors do?

Oversees major decisions: budgets, stock issuances, CEO hire, financings.
Early-stage founders often sit on the board themselves.
Document decisions in written consents or meeting minutes.
Skipping minutes is the fastest way to lose corporate veil protection.

What kind of stock can I issue?

Authorize common stock for founders in your Articles of Incorporation.
Reserve preferred stock for future investors when needed.
List authorized share counts and par value on the formation document.
ClearFormation includes bylaws and stock certificates for founder issuance.

Officers and day-to-day operations

Officers run daily operations; the board sets strategy.
A solo founder can be the sole director and hold all officer roles.
Update cap table, bylaws, and board composition as you add co-founders or investors.

Foreign entities doing business in Delaware

Out-of-state corps with staff, offices, or major sales in Delaware may need to register as a foreign corporation with the Delaware Division of Corporations.
That filing needs a DE registered agent with a physical in-state address — included with ClearFormation.
If you incorporate in Delaware but operate elsewhere, you may need to foreign-qualify in those states instead.
See our foreign qualification guide or get a DE registered agent.

Delaware Division of Corporations contact information

File Articles of Incorporation with the Delaware Division of Corporations.
Search the state business database to confirm your name is available.
Keep stamped formation docs with your bylaws, stock certificates, and EIN letter for banking and investors.

How is a Delaware C-Corp taxed?

A Delaware C-Corp pays tax at these levels:

Files IRS Form 1120 and pays 21% federal corporate income tax on profits.
Dividends to shareholders are taxed again on personal returns — the classic double tax.
State level: $175 minimum, scales with authorized shares
File the Annual Report + Franchise Tax ($50 (report) + franchise tax) with the Delaware Division of Corporations.

You can elect S-Corp treatment (Form 2553) if you meet IRS rules. See S-Corp vs LLC. Operating outside Delaware? You may need to foreign-qualify elsewhere.

Quarterly estimated taxes and payroll

Profitable C-Corps often pay quarterly estimated federal tax (Form 1120-W).
With employees in Delaware, withhold payroll taxes and file state unemployment returns.
Budget for CPA support — corporate compliance is heavier than a pass-through LLC.

Foreign-owned C-Corps

25%+ foreign ownership may require IRS Form 5472 with the corporate return.
Non-US founders should plan for this from incorporation day.

How to dissolve a Delaware corporation

Get board and shareholder approval to dissolve.
File Articles of Dissolution with the Delaware Division of Corporations.
Pay outstanding state taxes and cancel foreign registrations.
File a final IRS Form 1120. Skipping formal dissolution can trigger ongoing report fees.

Common Delaware C-Corp mistakes

Missing the 83(b) election window. Founders with vesting stock must file within 30 days of issuance — there is no extension.
Skipping board meetings and minutes. Corporate formalities preserve the liability shield; skipping them is the #1 veil-piercing risk.
Commingling personal and corporate funds. Use a dedicated corporate bank account from day one.
Missing the annual report + franchise tax. Can cost you good standing or trigger administrative dissolution.

C-Corp vs LLC in Delaware: which should you form?

Both entities give you the same liability shield. The main differences are tax, ownership, and fundraising options.

Form an LLC in Delaware if

You want pass-through tax with less paperwork.
You do not plan to raise US venture capital.
You run a consulting firm, agency, store, or freelance business.

Form a C-Corp in Delaware if

You plan to raise from VCs or angels via SAFEs.
You want to grant ISO stock options to employees.
You need multiple share classes for investors.

Rule of thumb: US VCs usually prefer a Delaware C-Corp. A Delaware C-Corp fits local operating businesses not on the VC track.

Delaware C-Corp questions

Also for Delaware founders: Form an LLC in Delaware · Delaware registered agent

Ready to form your DE C-Corp?

Everything you need to launch and maintain your Delaware corporation.

Everything you need to launch and maintain
your Delaware corporation — all in one place.

Start your Delaware C-Corp

Questions?

Form C Corp in Delaware

Business Formation + Registered Agent

Delaware C-Corp at a glance

How to form a C-Corp in Delaware

Step 1: Name your Delaware corporation

Step 2: Appoint a Delaware registered agent

Step 3: File with the Delaware Division of Corporations

Step 4: Issue stock and adopt bylaws

Step 5: Get your EIN from the IRS

Step 6: Stay compliant in Delaware

Form your DE C-Corp now

How much does a Delaware C-Corp cost?

One-time Delaware formation cost

Ongoing Delaware C-Corp cost

What's included with ClearFormation

Ready to file in Delaware?

Post-incorporation checklist for a Delaware C-Corp

1. Adopt bylaws and hold the organizational meeting

2. Issue founder stock and file 83(b) elections

3. Get your EIN and open a corporate bank account

4. Lock in tax and compliance calendars

5. BOI report — only if foreign-formed

Start your DE C-Corp today

What is a Delaware C-Corp?

Why incorporate in Delaware?

Delaware C-Corp pros and cons

Types of corporations in Delaware

Is a Delaware C-Corp right for you?

Corporate governance in Delaware

What does a corporate board of directors do?

What kind of stock can I issue?

Officers and day-to-day operations

Foreign entities doing business in Delaware

Delaware Division of Corporations contact information

How is a Delaware C-Corp taxed?

Quarterly estimated taxes and payroll

Foreign-owned C-Corps

How to dissolve a Delaware corporation

Common Delaware C-Corp mistakes

C-Corp vs LLC in Delaware: which should you form?

Form an LLC in Delaware if

Form a C-Corp in Delaware if

Delaware C-Corp questions

How much does it cost to form a C-Corp in Delaware?

How long does it take to incorporate in Delaware?

How do I form a C-Corp in Delaware?

Do I need a registered agent for a Delaware corporation?

Does a Delaware C-Corp have to file an annual report?

Should you be your own Delaware registered agent?

Does running a corporation in Delaware involve more paperwork than running other types of businesses?

What is the difference between an LLC and a corporation in Delaware?

Is an LLC better than a corporation?

How many people are needed to form a corporation in Delaware?

Can I form my Delaware corporation online?

How do I change my corporation's name in Delaware?

How do I dissolve my Delaware corporation?

Does Delaware have other professional entity types?

What does a corporate board of directors do?

What kind of stock can I issue?

Do I need an EIN for my Delaware C-Corp?

LLC vs C-Corp in Delaware — which should I form?

Can a non-US resident form a C-Corp in Delaware?

How is a Delaware C-Corp taxed?

Can I convert a Delaware LLC into a C-Corp later?

What's the difference between a C-Corp and an S-Corp in Delaware?

When does forming a C-Corp in Delaware make sense (vs. Delaware)?

Do C-Corps in Delaware need to hold annual meetings?

Does a Delaware C-Corp need a separate bank account?

How much does it cost to incorporate in Delaware?

Why do startups incorporate in Delaware?

Delaware C-Corp annual report and franchise tax

Delaware C-Corp vs LLC for a startup?

Incorporation cost in DE

Ready to form your DE C-Corp?