Delaware C Corp: Setup, Costs, and Requirements (2026)

What a Delaware C corp actually costs

Here is the full cost picture for year one, separated into what you pay Delaware and what you pay everyone else.

Two notes on that table. First, the $109 filing fee is current as of Delaware's fee schedule revised August 1, 2026 — most guides still quote $89, which is out of date. Second, registered agent pricing is set by the market, not the state; Delaware does not regulate or publish agent fees.

So a realistic all-in first year, doing it yourself with 24-hour expedited processing and a budget registered agent, is roughly $210 to $260 in hard costs, plus your franchise tax and annual report the following March.

The share structure decision that saves you $85,000

Before anything else, understand this, because it is the single highest-leverage decision in the entire formation process and it takes about ten seconds to get right.

The convention for startups is 10,000,000 authorized shares at $0.0001 par value. That is not arbitrary. Three separate mechanisms make it the right answer.

1. Low par value keeps your franchise tax near the floor

Delaware calculates franchise tax two ways and lets you pay the lower one. The favorable method uses your assumed par value, but with a floor: if your assumed par value ever falls below your stated par value, Delaware uses your stated par against every authorized share.

With $0.0001 par and 10,000,000 shares, that floor is $1,000 of capital, which is economically nothing. With $1.00 par and the same 10,000,000 shares, the floor becomes $10,000,000 of assumed par value capital, which is $4,000 in tax every year regardless of whether your company owns anything at all.

2. Low par value keeps your filing fee at the minimum

Delaware assesses incorporation fees on authorized capital, counting each $100 of authorized capital as one assessable share at $0.02.

For the standard structure: 10,000,000 × $0.0001 = $1,000 of capital, which is 10 assessable shares, which is $0.20 — below Delaware's $15 statutory minimum, so the fee stays at the $109 schedule minimum.

Now issue those same 10,000,000 shares as no par value stock instead. Delaware charges $0.01 per share for the first 20,000, half a cent for the next 1,980,000, and 0.4 cents for everything above 2,000,000:

• 20,000 × $0.010 = $200

• 1,980,000 × $0.005 = $9,900

• 8,000,000 × $0.004 = $32,000

• Total filing fee: $42,100

Same company, same share count, one checkbox different.

3. Ten million shares is enough headroom

It accommodates a founder split, a 10–20% option pool, and a couple of preferred rounds without filing a certificate of amendment, which costs $214 at minimum and also varies with stock.

What goes in your certificate of incorporation

Delaware law specifies exactly what the document must contain:

1. Corporate name, which must include one of a list of permitted words or abbreviations — "corporation," "incorporated," "company," "limited," and several others, with restrictions on "trust" and "bank."

2. Registered office address in Delaware and the name of your registered agent at that address.

3. Nature of the business. This may be stated generally as engaging in any lawful act or activity, and for a startup it should be.

4. Capital stock. The total number of authorized shares and the par value of each, or a statement that shares are without par value. If you have multiple classes, the designations, powers, preferences, and rights of each.

5. Name and mailing address of the incorporator.

6. Names and addresses of initial directors, if the incorporator's powers terminate on filing.

The registered agent requirement

Delaware requires every entity to maintain a registered agent in the state. The agent must have a physical street address in Delaware, not a PO box, and be open during normal business hours to accept service of process. The agent has to consent to the appointment before you file.

Delaware explicitly notes that registered agents are not regulated by the state and it makes no representations about any agent on its list. Pricing varies from around $50 a year at the budget end to a few hundred at national brands.

If you use an incorporation service, year one is almost always bundled. Check the renewal price, since that is where the recurring cost lives.

Getting your EIN

Your EIN is free. The IRS is blunt about this: "Beware of websites that charge for an EIN. You never have to pay a fee for an EIN."

Two rules that catch founders out. The "responsible party" must be an individual, not another entity. And the IRS issues one EIN per responsible party per day.

If you do not have an SSN, the online route is closed to you and the realistic wait is weeks, not minutes. That single fact reshapes the launch timeline for international founders more than any other item in this guide.

After you file: the checklist nobody hands you

Filing the certificate creates the entity. It does not give you an operating company. The remaining steps are where most first-time founders lose weeks.

1. Post-incorporation documents. Action of incorporator, bylaws, initial board consent, stock purchase agreements, and invention assignment agreements. Without these you have a corporation with no directors, no officers, and no issued stock.

2. Issue founder stock and file 83(b) elections. The 83(b) has a hard 30-day deadline from the date of transfer, with no extensions. Getting this wrong is the most expensive routine mistake in startup formation.

3. Get your EIN.

4. Open a business bank account. You will generally need your filed certificate and your EIN.

5. Foreign qualify where you actually operate. Incorporating in Delaware does not exempt you from registering in the state where you have employees or an office. Each state sets its own fees and its own definition of doing business, so check the specific rules where you are.

6. Calendar March 1. Franchise tax and annual report, every year, forever.

Why Delaware at all?

Worth stating plainly, because Delaware is not automatically right for every company.

Use Delaware if you plan to raise venture capital. Investors expect it, their documents assume it, and Delaware's corporate case law is the deepest and most predictable in the country. The Court of Chancery hears business disputes without juries, with judges who do this all day.

Consider your home state if you are bootstrapping a business that will never take outside investment and will operate in one state. You will pay Delaware fees and your home state's fees, plus a registered agent, for benefits you may never use.

The tell is straightforward: if you expect a term sheet, incorporate in Delaware. If you do not, do the math on paying twice.

Common mistakes

• Choosing no par value stock, which turns a $109 filing fee into $42,100.

• Authorizing too few shares, then paying $214 plus to amend when you need an option pool.

• Missing the 83(b) window. Thirty days, no exceptions.

• Forgetting to foreign qualify in your operating state, which can mean penalties and losing the right to sue in that state's courts.

• Paying the franchise tax notice as it arrives instead of recalculating. That mistake is worth tens of thousands of dollars, and it has its own guide: Delaware franchise tax explained.

• Paying for an EIN. It is free.

Doing it yourself vs using a service

Filing directly with Delaware is entirely possible and gets you the cheapest hard cost. What you do not get is the post-incorporation paperwork, which is the part that actually matters at diligence.

Services like Stripe Atlas and Clerky bundle the filing with the document set. For a full comparison of the field, see our guide to the best incorporation services for startups.

Incorporating with Rho

Rho incorporates your Delaware C corporation for free, with a $400 refundable deposit returned once you open a Rho account and maintain a $10,000 average checking balance for 60 days.

What that covers against the checklist above: every document reviewed by a licensed attorney, registered agent for year one, your EIN application filed for you, and 83(b) elections handled. About 80% of filings complete within 24 hours.

The sequencing is the useful part. Your business account opens in the same flow rather than after the entity clears, so banking, invoicing, cards, and bill pay are live the moment your account is approved — including before your EIN arrives. Delaware C corporations are supported today, with LLC support coming soon.