A Delaware C corporation is a corporation incorporated under Delaware law and taxed as a separate entity from its owners. It is the default structure for startups that plan to raise venture capital, because investors know Delaware's corporate law and its Court of Chancery.
The filing itself is a one-page document and a fee. What trips founders up is everything around it: a share structure choice that can cost $42,000 if you get it backwards, a franchise tax bill that arrives looking like a typo, and a 30-day deadline nobody tells you about.
Quick Highlights
A Delaware C-corp is a corporation incorporated under Delaware law and taxed separately from its owners.
Delaware's incorporation filing fee is $109 as of the August 1, 2026 fee schedule, plus $50 for 24-hour or $100 for same-day expedited processing.
Authorize 10,000,000 shares at $0.0001 par value. Choosing no par value stock instead would turn that $109 filing fee into $42,100.
Your EIN is free when obtained directly from the IRS. Immediate online with an SSN; about four business days by fax and four weeks by mail without one.
Delaware charges $109 minimum to file. After that, expect $225 to $450 every March in franchise tax and the annual report ($450 for most startups that authorize 10,000,000 shares), plus a registered agent whose fee the provider sets.
Filing the certificate is not the finish line. Post-incorporation documents, 83(b) elections within 30 days, and foreign qualification in your operating state all still have to happen.
What is a Delaware C corp?
Owners of a Delaware C corp hold shares of its stock and are generally not personally liable for its debts. Venture investors expect Delaware law and its Court of Chancery, so it is the structure they usually ask for when you raise.
Rho, Stripe Atlas, Clerky and LegalZoom all form Delaware C corps; the steps and prices follow.
How to form a Delaware C corp in five steps
To form a Delaware C corp, choose a name, appoint a Delaware registered agent, file a certificate of incorporation with the Delaware Division of Corporations, adopt bylaws and issue founder stock, then get an EIN. You can file directly with the state or use a formation service such as Rho, Stripe Atlas, Clerky or LegalZoom.
Rho forms Delaware C-corps for $400 and opens your business account in the same flow, subject to approval. Funds can move once your EIN is issued.
Best for: Founders who want their Delaware C-corp formed and a business account opened in the same flow, subject to approval
Start your Delaware C-corp with Rho.
Choose a name. It must include a corporate designator such as Inc. or Corporation, and it has to be available in Delaware.
Appoint a registered agent. The agent needs a physical street address in Delaware and has to consent before you file.
File the certificate of incorporation. Authorize 10,000,000 shares at $0.0001 par value, the standard startup structure, and file with the Delaware Division of Corporations.
Adopt bylaws and issue founder stock. Complete the post-incorporation documents, and file 83(b) elections within 30 days.
Get your EIN and open a bank account. The EIN is free from the IRS.
The sections below cover what each step costs, with dated prices for Rho, Stripe Atlas, Clerky and LegalZoom, the share structure decision that can change your filing fee, and the checklist for after you file.
How much does it cost to incorporate a Delaware C-corp?
A Delaware C-corp costs at least $109 to file, per the Delaware Division of Corporations fee schedule revised August 1, 2026 and checked October 31, 2026.
After that, expect $225 to $450 every March: franchise tax of $175 or $400 at minimum, depending on the calculation method, plus a $50 annual report, both due March 1.
As of 10/31/2026, Stripe Atlas lists $500 including government fees and a first-year registered agent, Clerky lists $427, and LegalZoom starts at $149 plus state filing fees. Rho charges $400.
Here is where each number comes from. For the filing steps themselves, see how to incorporate a startup.
Delaware C-corp cost breakdown: state fees, franchise tax and annual report
Cost | Amount | When it's due |
|---|---|---|
Certificate of incorporation filing fee | $109 minimum | At filing |
24-hour expedited processing | $50 | At filing |
Same-day expedited processing | $100 | At filing |
Registered agent | Set by the provider, not by Delaware. As of 10/31/2026, Clerky's Company Lifetime Package lists $125 for the first-year agent fee and Stripe Atlas lists $100 a year after year one. | Year one, then annually |
Franchise tax, Authorized Shares Method | $175 minimum | By March 1 each year |
Franchise tax, Assumed Par Value Capital Method | $400 minimum | By March 1 each year |
Annual report | $50 | By March 1 each year |
Minimum total each March, Assumed Par Value Capital Method | $450 ($400 franchise tax plus $50 annual report) | By March 1 each year |
Many venture-backed startups authorize 10,000,000 shares, which puts the franchise tax on the Assumed Par Value Capital Method. That is the $400 minimum, so plan on $450 each March with the annual report. How Delaware franchise tax is calculated explains the two methods.
The $109 is a minimum. It rises if you authorize no par value stock, a mistake covered in the share structure section below.
Figures come from Delaware's fee schedule revised August 1, 2026 and corp.delaware.gov, both read on October 31, 2026. For more on the agent, see how to choose a Delaware registered agent.
Delaware C-corp cost with a formation service: Rho, Stripe Atlas, Clerky, LegalZoom
Filing yourself costs the state fees above plus a registered agent. A formation service bundles the filing, the agent, and some paperwork for a flat fee. They bundle different things, so read the includes column before comparing prices.
Prices below are as of 10/31/2026. The Best for labels use three criteria: what the headline price includes, whether a registered agent is bundled, and whether a business account application opens in the same flow.
Service | Price as of 10/31/2026 | What the price includes | Best for |
|---|---|---|---|
Rho | $400 | Registered agent covered for year one, formation documents reviewed and approved by a licensed attorney, your EIN application filed for you, and your business account application in the same flow, subject to approval | Founders who want their Delaware C-corp formed and a business account opened in the same flow, subject to approval |
Stripe Atlas | $500 one-time, then $100 a year for registered agent service after year one | Delaware incorporation, government fees, and the first year of registered agent services | Founders who want government fees and a registered agent bundled into one price |
Clerky | $427 Pay Per Use, or $819 for the Company Lifetime Package | Both list expedited filing and a first-year registered agent service. The $819 package lists $203 in Delaware expedited filing fees and a $125 first-year registered agent fee. | Founders who want an expedited Delaware filing and a first-year registered agent from the same provider |
LegalZoom | Starts at $149, plus state filing fees | Corporation formation. State filing fees are billed separately. | Founders who prefer a lower starting price and are happy to add state filing fees on top |
Stripe Atlas lists government fees in its price and LegalZoom bills state filing fees separately, so check what each price includes before comparing totals.
What Rho's $400 Delaware C-corp incorporation covers
The $400 covers:
A registered agent for year one
Formation documents reviewed and approved by a licensed attorney
Your EIN application, filed for you
When you incorporate a Delaware C-corp with Rho, your business account application opens in the same flow, subject to approval. Banking, invoicing, cards, and bill pay, all live the moment your account is approved. Funds can move once your EIN is issued. To be eligible, you need at least one US-based owner or officer, a physical US operating address, and a business in an eligible industry.
Rho also forms LLCs for $349 all in, state filing fee included.
Whichever route you pick, Delaware franchise tax and the annual report are due every March.
Ready to form your Delaware C-corp? Start your incorporation with Rho.
Not ready yet? See the best incorporation services for startups.
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.
The share structure decision that can save you $42,000
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% to 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:
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."
Registered office address in Delaware and the name of your registered agent at that address.
Nature of the business. This may be stated generally as engaging in any lawful act or activity, and for a startup it should be.
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.
Name and mailing address of the incorporator.
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.
As of 10/17/2026, Stripe Atlas and Clerky include the first year of registered agent service in their prices. Check the renewal price, since that is where the recurring cost lives.
Getting your EIN
Your EIN is free when obtained directly from the IRS. The IRS is blunt about this: "Beware of websites that charge for an EIN. You never have to pay a fee for an EIN."
Method | Timing | Requirements |
|---|---|---|
Online | Immediate | Responsible party needs an SSN or ITIN and a US principal place of business |
Fax (Form SS-4) | About 4 business days | No SSN required |
Mail (Form SS-4) | About 4 weeks | No SSN required |
International phone | Same call | For applicants without US residence |
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.
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.
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.
Get your EIN.
Open a business bank account. You will generally need your filed certificate and your EIN.
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.
Calendar March 1. Franchise tax and annual report, every year, forever.
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 lowest 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 the guide to the best incorporation services for startups.
Incorporating with Rho
Rho incorporates your Delaware C corporation for $400. The Rho Incorporation announcement shows the flow end to end.
What that covers against the checklist above: every document reviewed by a licensed attorney, registered agent for year one, and your EIN application filed for you.
The sequencing is the useful part. When you incorporate a Delaware C-corp with Rho, your business account opens in the same flow, subject to approval, before your EIN arrives, rather than after the entity clears. Funds can move once the IRS issues your EIN and it attaches to your account.
FAQs
A Delaware C corporation is a corporation incorporated under Delaware law and taxed as a separate entity from its owners. It has shareholders, directors and officers, and it is the structure most venture-backed startups use because investors know Delaware's corporate law and its Court of Chancery.
An LLC is a flexible entity whose profits pass through to its owners' personal tax returns. A C corp pays its own corporate income tax and issues stock, which is what venture investors expect. If you plan to raise a priced equity round, starting as a C corp avoids a conversion later.
File a certificate of incorporation with the Delaware Division of Corporations, either directly or through an incorporation service. Then appoint a registered agent, adopt bylaws, issue founder stock, and apply for an EIN from the IRS.
Delaware charges at least $109 to file a certificate of incorporation, per its fee schedule revised August 1, 2026. Expedited processing adds $50 for 24 hours or $100 for same day. After that, expect $225 to $450 every March in franchise tax and the annual report, plus a registered agent whose fee the provider sets. Formation services set their own prices. As of 10/31/2026, Rho charges $400, Stripe Atlas $500, Clerky $427 or $819, and LegalZoom starts at $149 plus state filing fees.
Every year by March 1, you owe Delaware a $50 annual report fee and franchise tax. Franchise tax has a $175 minimum under the Authorized Shares Method and a $400 minimum under the Assumed Par Value Capital Method, which is the one most startups with 10,000,000 authorized shares land on. Registered agent fees recur annually after year one and are set by the provider.
Authorizing 10,000,000 shares at $0.0001 par value keeps the filing fee at the $109 minimum. Issuing those same shares as no par value stock instead would raise the filing fee to $42,100.
Yes, the IRS issues EINs at no cost. Founders with a Social Security Number can get one immediately online, while those without one should expect a wait of several weeks via fax or mail.
The 83(b) election must be filed within 30 days of the date founder stock is transferred, with no extensions allowed. Missing this deadline is one of the most expensive routine mistakes in startup formation.
Yes, Delaware requires every corporation to maintain a registered agent with a physical street address in the state who is available during normal business hours to accept service of process.
Delaware is the right choice if you plan to raise venture capital, since investors expect it and Delaware's corporate case law is the deepest and most predictable in the country. If you are bootstrapping a business that will never take outside investment and operates in one state, incorporating in your home state may be more cost-effective.
Filing creates the entity but not an operating company. You still need post-incorporation documents, issued founder stock, an EIN, a business bank account, and foreign qualification in any state where you actually operate.
Rho incorporates your Delaware C-corp for $400. Every document is reviewed by a licensed attorney, the registered agent is covered for year one, and your EIN application is filed for you. Your business account opens in the same flow, subject to approval.
Creating a Delaware C-corp costs at least $109 in state filing fees. After that, expect $225 to $450 every March in franchise tax and the annual report. Formation services set their own prices. As of 10/31/2026: Rho $400, Stripe Atlas $500, Clerky $427 or $819, and LegalZoom from $149 plus state filing fees.
The state filing fee is $109 minimum, per the fee schedule revised August 1, 2026. It can rise depending on your stock structure. Expedited processing costs $50 for 24 hours or $100 for same day.
The minimum is $175 under the Authorized Shares Method or $400 under the Assumed Par Value Capital Method. A startup with 10,000,000 authorized shares typically pays on the Assumed Par Value Capital Method, so $400 is the realistic minimum. It is due by March 1 each year, and the annual report fee is separate.
The annual report fee for a non-exempt domestic corporation is $50. It is due on or before March 1, the same date as franchise tax.
Delaware requires one, and the provider sets the price, not the state. As of 10/31/2026, Clerky's Company Lifetime Package lists $125 for the first-year agent fee and Stripe Atlas lists $100 a year after year one. Stripe Atlas and Clerky include the first year in their prices, and Rho covers your registered agent for year one when you incorporate a Delaware C-corp with Rho. For how to choose one, see the Delaware registered agent guide.
As of 10/31/2026, each company's own pricing page shows Stripe Atlas at $500 one-time, including government fees and the first year of registered agent services. Clerky is $427 Pay Per Use or $819 for its Company Lifetime Package. LegalZoom's corporation service starts at $149 plus state filing fees.
With Rho, yes. When you incorporate a Delaware C-corp with Rho, your business account opens in the same flow, subject to approval. Banking, invoicing, cards, and bill pay, all live the moment your account is approved. To be eligible, you need at least one US-based owner or officer, a physical US operating address, and a business in an eligible industry.