Initial Fees and Licensing Costs in Delaware

April 13, 2006

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If you're going to operate your business in Delaware you may incur some initial start up costs and annual fees depending on the type of entity you operate your business as — for example, are you a corporation, a partnership or a sole proprietor?

One reason that Delaware has become the most popular state in the country for businesses to incorporate in is the state's low fee structure for small businesses. Fees for filing the original certificate of incorporation are based upon authorized capital stock, whether issued and outstanding or not. In the case of par value stock, each $100 authorized counts as one share. Since each $100 unit is counted as one taxable share, the minimum tax of $15 applies in all instances where the total authorized capital stock with par value is $100,000 or less.

The following list of fees shows what a domestic corporation can expect to pay when incorporating in Delaware:

Authorized Capital Stock with Par Value	Fee
Up to 20,000 shares	2 cents per share
Over 20,000 shares and not over 200,000 shares	$400 + 1 cent for each share over 20,000 shares
Over 200,000 shares	$2,200 + 2/5 cent for each share over 200,000
Authorized Capital Stock with No Par Value	Fee
Up to 20,000 shares	1 cent per share
Over 20,000 shares and not over 200,000 shares	$200 + 1/2 cent for each share over 20,000 shares
Over 200,000 shares	$1,100 + 2/5 cent for each share over 200,000

Additional fees apply to Delaware domestic corporations, relating to such things as amendments, mergers, and conversions of the business entity.

If you intend to form a foreign corporation that will do business in Delaware, a foreign or domestic limited liability company (LLC), a general partnership, limited partnership or a limited liability partnership (LLP), these are some of the fees that will apply:

Type of Document to Be Filed	Fee
foreign corporation filing certificate of qualification	$160
foreign corporation merger	$50
LLC certificate of formation or domestication	$90
foreign LLC	$100
resignation of LLC agent with appointment	$70
resignation of LLC agent without appointment	$2.50
limited partnership certificate of organization, domestication, amendment, restatement, cancellation, restoration or merger	$200
statement of general partnership existence	$100
statement of LLP qualification domestic and foreign (per partner)	$200

Delaware also requires that you obtain a business license and pay a licensing fee based on the nature of your business. For this reason, we recommend that you check with the state to make sure you are complying with the licensing requirements for your particular occupation or line of business.