Delaware Division of Corporations: A Founder's Guide (2026)

What the Division of Corporations does

The Division of Corporations sits within the Delaware Department of State, under the Secretary of State. Its core job is maintaining the official record of every business entity formed or registered in Delaware. Concretely, it:

• Accepts and records formation documents, amendments, mergers, and dissolutions

• Maintains the public database of entity names, file numbers, and registered agents

• Collects franchise taxes and annual reports

• Issues certificates of good standing and certified copies

What it does not do matters just as much. The Division does not give legal advice, help you pick an entity type, prepare your bylaws, or get you an EIN. It records what you file; everything upstream and downstream is on you or the service you use.

Common tasks at a glance

Expedite fees for filings other than new formations are higher ($100 for 24-hour, $200 for same-day), and all expedite fees are added on top of the base filing fee.

Searching whether your company name is available

Before you file anything, check that your name is free. The Division's General Information Name Search (linked from corp.delaware.gov, hosted at icis.corp.delaware.gov) is free and searches every entity on record.

A few tips founders learn the hard way:

• Search variations. Your name must be distinguishable from existing entities, not merely different by a suffix.

• Corporate names need a designator such as Inc., Corporation, Company, or Ltd. LLC names must contain "LLC" or "Limited Liability Company."

• A free Delaware name tells you nothing about trademarks or domains. Clear those separately.

• Not ready to file? $75 reserves an available name for 120 days.

The same page is also the fastest way to look up any Delaware company's file number, formation date, and registered agent.

Filing a certificate of incorporation or formation

The formation document for a corporation is the certificate of incorporation (what other states call articles of incorporation); for an LLC it is the certificate of formation. Three ways to get it filed:

1. The Division's Document Upload Service on corp.delaware.gov, which accepts PDF filings directly.

2. Mail or fax with a filing cover memo, the slowest option.

3. Through a registered agent or formation service, which is how most startups actually file. You need a Delaware registered agent on the certificate anyway, so this route adds no extra prerequisite.

Fees. The minimum state fee is $109 for a stock corporation and $110 for an LLC, plus $9 per page beyond the first. The corporate fee rises with authorized shares, which is why startup lawyers set 10,000,000 authorized shares at a tiny par value to stay near the minimum.

Timing. Standard processing has no published turnaround and can take from several days to a few weeks depending on backlog. The expedite menu is how you control it: $50 gets a new formation processed in 24 hours, $100 gets same-day if submitted by 2:00pm ET, and $500 or $1,000 buys two-hour or one-hour turnaround for genuine emergencies like a closing. For a routine incorporation, 24-hour service is the sweet spot, and most formation services default to it.

Our Delaware C corp guide covers what goes in the certificate itself; if you are forming an LLC instead, see the Delaware LLC formation guide.

Annual report and franchise tax portal

This is the page of corp.delaware.gov you will visit every year. Delaware corporations must file an annual report and pay franchise tax by March 1, both in one sitting through the Division's online franchise tax portal (linked as "Pay Taxes / File Annual Report"). You will need your seven-digit file number from the name search.

The annual report costs $50 and asks for basics: principal place of business, directors, and one officer. The franchise tax depends on the calculation method. The authorized shares method has a $175 minimum but scales brutally with share count; the assumed par value capital method has a $400 minimum and is almost always right for a startup with 10,000,000 authorized shares, cutting a five-figure default bill to $400. The portal shows the scary number first, so recalculate before you panic. Our Delaware franchise tax guide walks through both methods with examples.

LLCs skip the annual report and simply pay a flat $400 annual tax by June 1 through the same portal (Delaware raised the LLC tax from $300 to $400 starting with the 2026 tax year). Miss either deadline and the state adds a $200 penalty plus 1.5% monthly interest, and your company loses good standing until you catch up.

Ordering certificates of good standing and certified copies

A certificate of good standing is the state's official confirmation that your entity exists and is current on its obligations. Banks ask for it when opening accounts, investors ask for it at closings, and other states require it for foreign qualification.

• Short form ($50): confirms existence and good standing. What almost everyone needs.

• Long form ($175): additionally lists every document ever filed. Occasionally requested in M&A diligence.

• Certified copies ($50 plus $2 per page): state-certified duplicates of filed documents, most commonly your certificate of incorporation, which banks and payroll providers sometimes want.

Order through the Division directly or, more conveniently, through your registered agent. Expedited processing is available here too ($40 for 24-hour or $50 for same-day on a short-form good standing, on top of the certificate fee). The state will not issue a good standing certificate while franchise tax is unpaid, so check your status before a closing, not during it.

Contacting the Division

• Phone: (302) 739-3073 for filing questions, fee confirmations, and status checks

• Address: Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901

• Office hours: 8:00am to 4:30pm ET, Monday through Friday. Expedited filings are accepted later, up to 9:00pm ET for one-hour service.

• Website: corp.delaware.gov, with the name search, document upload, fee schedule, and franchise tax portal linked from the homepage

Staff are responsive by state-agency standards, but they discuss procedure only, not what you should file.

Skip the portal entirely

Everything above is what happens under the hood when you incorporate. If you would rather not learn a state filing system to start a company, Rho Incorporation handles the Division end to end: an attorney-reviewed Delaware C corp filing, registered agent included for the first year, your SS-4 (EIN application) prepared and submitted for you, and 83(b) election support, for $400, refunded when you open a Rho account and maintain a $10,000 average checking balance for 60 days. Once approved, you get same-day access to Rho business checking, corporate cards, treasury, and expense management.