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How much does it cost a non-resident to file a Delaware LLC in 2026?
Delaware charges a one-time $110 filing fee to file a Certificate of Formation, the document that creates a Delaware LLC. That $110 is the only mandatory state fee at formation, and it applies whether you live in Wilmington or in Pune.
Quick Answer: Forming a Delaware LLC as a non-resident costs $110 in state filing fees. Keeping it alive costs more: a $400 annual LLC franchise tax due every June 1, plus a registered agent (typically $50–$300 per year from a commercial provider). Delaware's $110 is cheap. The recurring bill is what people forget.
Split the money into three buckets, because they behave differently:
| Cost item | Who charges it | One-time or recurring | Typical 2026 amount |
|---|---|---|---|
| Certificate of Formation filing fee | Delaware Division of Corporations | One-time | $110 |
| Registered agent | Commercial provider | Recurring, every year | $50–$300/year |
| LLC annual franchise tax | Delaware Division of Corporations | Recurring, every June 1 | $400 |
| Expedited processing | Delaware Division of Corporations | Optional, one-time | Check the current official fee |
Delaware does not require an operating agreement (the internal document that sets out ownership and how decisions get made), and there is no state-level business licence fee for a standard LLC. Those are not line items.
The $400 is due the June 1 that follows the year you form. Form in March 2026 and the first $400 lands June 1, 2027. Form in January and it is still June 1, 2027 - the state does not pro-rate your first year.
What does the $110 Delaware filing fee actually cover?
The $110 pays Delaware to review and record your Certificate of Formation. That is the whole transaction. The state looks at the document, checks the name is available, records it, and your LLC legally exists.
It does not cover everything else you need to run a business:
- Registered agent service - a separate provider cost, billed yearly.
- A US business address - if you need one beyond the agent's address, that is another service.
- An EIN - the Employer Identification Number, the US tax ID for your company. The IRS issues it free. Anyone charging you a mandatory EIN fee is charging for handling, not for the number.
- Any annual obligation - the $400 franchise tax is not prepaid by your filing fee.
The Certificate of Formation itself is short. It needs the LLC name, the name and physical Delaware address of the registered agent, and the signature of whoever files it (the organizer). You can file by mail, fax or online through the Delaware Division of Corporations.
The $110 goes to the state, not to a formation company. If a provider quotes you a single "Delaware LLC package" number, ask them to break out the $110 and show you what their own service costs on top. Providers can charge for convenience. You can know what you are paying for.
The $400 annual franchise tax: why it is due every June 1
Every Delaware LLC owes a flat $400 annual franchise tax, due by June 1 each year. Revenue does not matter. Activity does not matter. A dormant LLC with zero customers owes the same $400 as one doing $2 million.
This is the part that catches non-residents. The Delaware franchise tax you read about in startup articles - the one calculated on authorized shares, running into tens of thousands of dollars for some corporations - is the corporate franchise tax. It applies to corporations. An LLC pays the flat $400. A search result about a C-Corp's five-figure franchise bill does not apply to your LLC.
| Obligation | Amount | Deadline | Penalty if late |
|---|---|---|---|
| LLC annual franchise tax | $400 flat | June 1, every year | $200 penalty plus 1.5% monthly interest |
Miss June 1 and Delaware adds a $200 penalty plus 1.5% interest per month on the unpaid tax and penalty. Keep missing it and the state can void the LLC - your company stops legally existing, which costs more to fix than $400.
The tax is owed even if the LLC earned nothing and even if you have never set foot in the US. Delaware charges for the privilege of being a Delaware LLC, not for doing business in Delaware.
Registered agent: required, recurring, and never optional
Delaware law requires every LLC to keep a registered agent - a person or company with a physical street address in Delaware, available during business hours to receive legal papers and official state mail on the LLC's behalf. A PO box does not qualify. Neither does a virtual mailbox with no physical Delaware location.
The agent's job is narrow but real: if someone sues your LLC, the lawsuit gets served on the agent, and the agent forwards it to you. If Delaware sends a franchise tax notice, it goes to the agent first. Without one, your formation filing gets rejected, and an existing LLC falls into bad standing.
Cost sits typically at $50–$300 per year from commercial providers. That is a provider fee, not a government fee - the state does not charge you for having an agent, it charges you for not having one (by rejecting your filing).
Could you be your own registered agent? Technically yes, if you have a physical Delaware address and are physically there during business hours. For a founder in India, that is not a real option. Budget the agent as a permanent annual line item, not a year-one setup cost.
Delaware versus Wyoming for a non-resident LLC: which costs less to keep?
Wyoming is cheaper to maintain every year for a solo non-resident. Delaware carries more weight with US investors and banks. Those are the two facts that decide this.
| Factor | Delaware | Wyoming |
|---|---|---|
| Formation fee | $110 | Check the current official fee |
| Annual state obligation | $400 flat franchise tax | Annual report fee, minimum around $60 based on Wyoming-located assets |
| Deadline | June 1 | First day of the anniversary month of formation |
| Registered agent | Required, physical state address | Required, physical state address |
| State income tax on a non-resident owner's foreign income | None | None |
| Investor familiarity | High - the default for VC-backed startups | Lower, but recognised |
| Privacy | Member names not in the public formation filing | Member names not required in the public filing |
The annual gap is real: roughly $240 a year, every year, before agent fees. Over five years that is about $1,200 that buys you nothing if you never raise money.
Neither state taxes a non-resident owner's foreign-source income at the state level. That is a state-tax statement, not a federal one - more on that below.
If you are weighing structures before committing, see the whole picture of US LLC formation for non-residents rather than comparing two states in isolation.
What does Delaware buy you that Wyoming does not?
Delaware gives you the Court of Chancery - a specialised court for business disputes with a deep body of case law - plus plain familiarity. US venture investors, their lawyers and many banks have read thousands of Delaware documents. Nobody has to learn anything new.
That matters in specific situations:
- You plan to raise venture capital from US funds.
- You will add US co-founders or grant equity to employees.
- You expect to convert the LLC to a C-Corp later, and want the conversion to be boring.
Here is the honest case against. A single-owner LLC run from India, selling to customers outside the US, with no VC plans and no US co-founders, gains almost nothing from Delaware and pays roughly $240 more every year for the privilege. The "startups incorporate in Delaware" advice was written for startups that raise money. If that is not you, the advice does not apply.
"Delaware is required" is also usually overstated. Many US banks and payment processors - Mercury and Stripe among them - accept LLCs from either state. Whether a given provider approves your application is that provider's decision, not something an LLC in any state guarantees. An LLC makes you eligible to apply. That is all.
Tip: if you are unsure, pick the state that matches your next 18 months, not your ten-year dream. Moving an LLC later is possible but costs money and paperwork.
If you decide Delaware is right, NexFyla's Delaware LLC formation service handles the filing and registered agent side.
Note: this is general information, not legal or tax advice. Cross-border tax treatment depends on your home country, your treaty position and how the LLC is classified - talk to a qualified tax professional before you rely on any of it.
Common mistakes non-residents make with Delaware LLC fees
Treating $110 as the total cost. It is the entry ticket. The $400 franchise tax arrives the following June 1 and surprises people who never added it to their budget.
Missing June 1. No grace period worth relying on. The $200 penalty plus 1.5% monthly interest turns a $400 bill into a bigger one fast, and repeated non-payment can void the LLC.
Confusing the LLC franchise tax with the corporate franchise tax. The share-based calculation belongs to corporations. An LLC pays $400 flat. Reading the wrong article leads people to over-budget wildly, or to assume the $400 does not apply to them.
Letting the registered agent lapse. A lapsed agent means the LLC is not in good standing, which blocks bank applications and can complicate contracts. It is an annual bill - set a reminder.
Using a PO box or a non-Delaware address as the agent address. The state rejects it. The agent must have a physical Delaware street address.
Assuming Delaware removes US federal tax obligations. It does not. A single-member LLC owned by a non-resident generally has US federal filing duties - Form 5472 and a pro forma Form 1120 are the common ones for a foreign-owned single-member LLC - and penalties for missing them are steep. Delaware only decides state tax. Federal rules are a separate question, and federal tax support for Form 5472 and Form 1120 is where that conversation starts.
Frequently asked questions about Delaware LLC fees for non-residents
Is the Delaware LLC filing fee really only $110? Yes. The state formation fee is $110, paid once. Your total first-year cost also includes the registered agent and the $400 franchise tax due the following June 1.
When is the Delaware LLC annual franchise tax due? June 1 every year. It is a flat $400 for LLCs. Late payment adds a $200 penalty plus 1.5% monthly interest.
Do I need a registered agent in Delaware if I live abroad? Yes. Delaware requires a physical Delaware address, so most non-residents use a commercial agent costing roughly $50–$300 per year.
Is Delaware cheaper than Wyoming for a non-resident LLC? Usually not to maintain. Wyoming's annual cost is lower. Delaware's edge is investor familiarity and the Court of Chancery, not price.
Does a Delaware LLC mean I pay no US tax? No. Delaware does not tax a non-resident owner's foreign-source income at state level, but US federal filing obligations can still apply. Get advice for your situation.
Can I form a Delaware LLC without visiting the US? Yes. Filing, the registered agent and the EIN can all be handled remotely. No US residency or travel is needed. If you need the tax ID, getting an EIN as a non-US resident covers the process.
The bottom line on Delaware LLC costs
Add it up before you file: $110 once, then roughly $400 plus agent fees every year, forever, whether or not the LLC earns anything. If you are raising US venture money, that is a fair price for the Court of Chancery and investor familiarity. If you are a solo founder in India with no funding plans, Wyoming does the same job for less each year.
Whichever state you pick, put June 1 in your calendar the day the LLC is approved, and keep the registered agent renewal on the same reminder. Those two habits prevent almost every expensive Delaware mistake a non-resident makes.
NexFyla helps non-US founders form US companies and set up EIN and US business banking support. If you want help with US LLC formation, EIN and business setup, NexFyla can assist.
*Last updated: October 2026.*
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