Guide

Delaware C corp cost for non-US founders: fees and the test

Updated 2026-08-15

Delaware is the default in a very specific situation, and a costly reflex outside it. The distinction is whether American investors or American operations are already real.

Talk to a specialist

Question 1

Will the business carry on a regulated activity?

Financial services, payments and e-money, insurance, lending, crypto services, gambling, healthcare, and anything needing a licence to serve customers in a given country.

Delaware C corp fees and franchise tax

Incorporation: A state filing fee from $109, varying with authorised stock, per the Division of Corporations fee schedule revised 1 August 2026. Same-day and 24-hour services carry additional fees, and one-hour and two-hour priority services are priced separately.
Annual report: $50 for a non-exempt domestic corporation, $25 if exempt.
Franchise tax: Minimum $175 using the authorised shares method, or a $400 minimum under the assumed par value capital method, with a $200,000 maximum for both. Due on or before 1 March each year; missing it means a $200 penalty plus 1.5% interest per month on tax and penalty.
Registered agent: A commercial cost, not a state fee, and one you will pay every year for as long as the entity exists.

Figures from the Division of Corporations fee schedule and its annual report and franchise tax page, read 15 August 2026. Federal and state income tax are separate questions for the IRS and your adviser, and nothing here is tax advice.

The test

Are US investors already at the table? A term sheet or a named fund is a reason. An intention to raise in the US in two years is not yet one.
Are there US operations? Employees, an office, inventory, a US bank account customers insist on. These create obligations of their own, regardless of incorporation.
Do US customers require a US supplier? Some enterprise and public sector buyers do. Most do not, and will happily contract with a foreign company.
If none of the above, price the flip instead. Ask an adviser what it would cost to insert a US holding company later, for your cap table, today and after your next round. That number, not the incorporation fee, is the real decision.

What a flip involves

A flip exchanges the shares in your existing company for shares in a new US parent, so the old company becomes a subsidiary. Every shareholder and option holder is party to it, each with a tax position in their own country.

It is administratively straightforward and legally routine, and materially cheaper before a complex cap table, employee options and multiple share classes exist. Founders who wait until an investor demands it usually pay more, under time pressure during diligence.

The whole of this page is a description of published fees and common practice. Whether a US structure is right for you, and what it costs you personally, needs advisers in both countries who have seen your full position.

Want this checked against your actual position?

Tell us the shape of the business and we'll pass your details to up to three US incorporation services, who contact you directly.

What is the decision?

When do you need this?

Next: where to reach you.

Free, no obligation
Your details go to at most three advisers
No marketing lists, ever

Narrow it down before you pay for advice.

Four questions, a shortlist, and the published figures behind each one.

Talk to a specialist Run the checker

Questions, answered directly

How much does it cost to incorporate in Delaware?

The state filing fee starts at $109 for a certificate of incorporation, varying with authorised stock, per the Delaware Division of Corporations fee schedule revised 1 August 2026. Annually, a non-exempt domestic corporation pays a $50 annual report fee plus franchise tax with a $175 minimum under the authorised shares method, due by 1 March.

Should a non-US founder incorporate in Delaware?

Only when US investors or US operations are already real. Without them, a Delaware entity adds annual franchise tax, an annual report and a registered agent bill for a signal you may not need. Instead, incorporate where the business operates and flip into a US holding company if a round requires it. The earlier, the cheaper.

Sources

This site's own datasets, every figure quoted from its source and dated:

The Corporate Tax Rate Table carries 6 published figures read from 6 sources' own pages, from 0 to 22 percent, read 7 November 2026.
The Formation Cost Index carries 32 published figures read from 21 sources' own pages, from 153 to 22,540 USD, read 12 October 2026.

Talk to a specialist