Delaware Franchise Tax and Annual Compliance in 2026 — What Changed, and What You Owe

Delaware's annual bill just moved, and most of the internet hasn't caught up yet. If you've seen "$300/year" quoted for a Delaware LLC anywhere recently — including possibly in our own older content — that number needs an asterisk as of 2026. Here's the current state of play, direct from the Division of Corporations.

Corporations: the Franchise Tax

Delaware corporations owe an annual Franchise Tax, calculated by whichever of two methods produces the lower bill:

• Authorized Shares Method: US$175 minimum (up to 5,000 shares), US$250 for 5,001–10,000 shares, plus US$85 per additional 10,000 shares (or part), capped at US$200,000.
• Assumed Par Value Capital Method: US$400 minimum, then US$400 per US$1 million (or part) of assumed par value capital, same US$200,000 cap.
• The cap rises to US$250,000 for entities classified as "Large Corporate Filers."

Companies owing US$5,000 or more must pay in quarterly estimates (40% by 1 June, 20% by 1 September, 20% by 1 December, the remainder by 1 March). This mechanism is unchanged for 2026.

LLCs, LPs and GPs: the flat tax just went up

Historically this was a flat US$300/year, due 1 June, with no report required. That's changed: Delaware House Bill 400, signed 21 May 2026, raises the LLC/LP/GP annual tax to US$400, effective for the 2026 tax year. The Division of Corporations' own instructions page, updated 1 August 2026, now states the US$400 figure directly. Practically, the higher amount will first actually be billed in payments due 1 June 2027 — the payment made 1 June 2026 still covered the 2025 tax year at the old US$300 rate. If you're budgeting for 2027 onward, use US$400, not US$300.

HB 400 also raised the registered-series fee (US$75 → US$100) and the LLP/LLLP per-partner fee (US$200 → US$300, cap raised to US$180,000).

Annual recurring obligations

What happens if you're late

Corporations and LLCs/LPs/GPs alike face a US$200 penalty for missing the deadline, plus 1.5% interest per month on the unpaid tax and penalty. A Delaware entity that falls behind can't be dissolved, merged, or converted until its back taxes are settled — worth knowing if you're planning to wind down rather than keep paying.

This is a state-level obligation only — it has no bearing on your federal (IRS) filing requirements, which apply separately regardless of Delaware standing.

Where to confirm this yourself

• Delaware Division of Corporations — Franchise Tax overview: corp.delaware.gov/frtax
• Franchise tax calculation methods: corp.delaware.gov/frtaxcalc
• LLC/LP/GP tax instructions (updated Aug 2026, shows the new $400 figure): corp.delaware.gov/alt-entitytaxinstructions
• Payment portal: icis.corp.delaware.gov

How Otonomos helps

We register and maintain Delaware corporations and LLCs, including structures using Delaware's blockchain "ledger of truth" statute for tokenised shares — and we track legislative changes like HB 400 so your renewal budget doesn't quietly go stale.

Set up your Delaware entity with Otonomos: Book a free call · Browse the jurisdiction catalog

Sources: Delaware Division of Corporations, corp.delaware.gov; Delaware House Bill 400 (2026); cross-checked against Withum and Harvard Business Services (delawareinc.com) coverage of the HB 400 transition. Verified against live official Delaware government pages, Aug 2026.

Disclaimer: No legal, tax, or regulatory advice. Confirm current fees and deadlines with the Delaware Division of Corporations before relying on any figure above. This covers state-level obligations only — federal tax obligations are separate and unaffected.