Form Your Delaware C Corporation
Build on the structure venture capitalists require - issue stock, set up your cap table, and incorporate in the #1 state with the expert Court of Chancery
Filed in Delaware
The First State · DE
- State filing fee$89
- Processing time2-3 weeks standard (expedite available)
- Our formation feeFree (you pay $100 if you choose a paid plan)
- Annual report$50/yr report + $175 min. franchise tax — due March 1st annually
- State tax rate8.7% corporate income tax
- Expedited optionSame day (+$100)
Form your Delaware C-Corp — pay only the state filing fee, nothing more.
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Everything to launch your Delaware C-Corp
Free formation means you pay only the $89 state filing fee. All core services are included at no extra charge.
Certificate of Incorporation filing
We prepare and submit your Certificate of Incorporation to the Delaware Division of Corporations.
Registered agent
Required in Delaware — we act as your agent for the first year.
EIN from the IRS
Your federal Tax ID — required to open a US business bank account and file taxes.
Corporate bylaws
Professionally drafted corporate bylaws — defines ownership, voting, and profit splits.
Benefits of forming an C-Corp in Delaware
Delaware is the gold standard for the C Corporation - its Court of Chancery, modern corporate code, and deep body of case law make it the structure venture capitalists and institutional investors expect to see. The state's flexible stock and governance rules let founders authorize shares, build a cap table, and run priced rounds with the credibility that fuels fundraising.
The structure venture capitalists and institutional investors require to write a check
Issue stock and equity to founders, employees, and investors with a clean cap table
Court of Chancery delivers expert, predictable resolution of corporate disputes
Perpetual existence - the company survives changes in ownership and management
Preferred home for priced rounds, SAFEs, and stock-option pools
QSBS / Section 1202 gains may qualify for federal capital-gains exclusion on qualifying stock
Over 60% of Fortune 500 companies and most VC-backed startups incorporate in Delaware
No Delaware sales tax and no corporate income tax on operations conducted outside the state
Key features of a Delaware C-Corp
- Court of Chancery provides expert, judge-decided resolution of corporate disputes
- Investor-ready structure preferred by venture capital and institutional backers
- Issue multiple classes of stock for founders, employees, and priced rounds
- Perpetual existence independent of any single owner or director
- No Delaware sales tax and no corporate income tax on out-of-state operations
Major industries in Delaware
Form your Delaware C-Corp in 6 steps
We handle every step while you stay in the loop. Processing takes 2-3 weeks standard (expedite available).
- 01
Choose Your Corporation Name
Your name must include 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation such as 'Corp.' or 'Inc.' Search the Delaware Division of Corporations database to confirm availability.
- 02
Appoint a Registered Agent
Delaware requires a registered agent with a physical address in the state. Most founders use a registered agent service since they rarely reside in Delaware.
- 03
File the Certificate of Incorporation
Submit your Certificate of Incorporation to the Delaware Division of Corporations. The state filing fee is $89, and you set your authorized shares here. Standard processing is 2-3 weeks, with expedited filing available.
- 04
Adopt Bylaws and Appoint a Board of Directors
Adopt corporate bylaws and appoint at least one director. Hold an organizational meeting to issue founder stock, set up your cap table, and elect officers.
- 05
Issue Stock and File 83(b) Elections
Issue founder shares and, for restricted stock, file each 83(b) election with the IRS within 30 days of the grant to lock in tax treatment. Obtain a free EIN from the IRS for banking and payroll.
- 06
Pay the Annual Franchise Tax and Report
File the annual report and pay Delaware franchise tax by March 1st each year - a $50 report fee plus at least $175 in franchise tax under the authorized-shares method.
Delaware C-Corp costs at a glance
Kicker formation is free — you pay only the required state fees. No hidden charges.
Delaware C-Corp requirements checklist
Everything you need to form and maintain a Delaware C-Corp in 2026.
- File the Certificate of Incorporation with the Delaware Division of Corporations
- Appoint a registered agent with a physical Delaware address
- Appoint a board of directors (minimum one director) and adopt corporate bylaws
- Authorize and issue stock, and maintain a cap table of ownership
- Obtain an EIN from the IRS for banking, payroll, and tax filings
- File the annual report and pay franchise tax ($50 + $175 minimum) by March 1st
- Register as a foreign corporation in your home state if operating outside Delaware
Filing information
- Formation document
- Certificate of Incorporation
- Filing agency
- Delaware Division of Corporations
- Registered agent
- Required
- Corporate bylaws
- Recommended
- EIN
- Required
- Name reservation fee
- $75 (120 days)
Free formation — pay only the state fee
Kicker formation is free. You pay the $89 Delaware state filing fee and nothing more for the Starter plan. Optional plans add registered agent, EIN, corporate bylaws, and compliance.
Starter
- Certificate of Incorporation filing
- Name availability check
- Digital document delivery
- Formation status tracking
Booster
- Everything in Starter
- Registered agent (required in Delaware)
- EIN / Federal Tax ID
- Expedited processing (1–2 days)
- Corporate bylaws
- Priority support
- Kicker Voice — 3-day free trial
- Kicker Pay — free for 15 days
Founder
- Everything in Booster
- Business mailing address
- Bookkeeping — 3 months free
- Dedicated account manager
- Rush processing
- Kicker Voice — 6-day free trial
- Kicker Pay — free for 30 days
Kicker
- Everything in Founder
- ITIN filing & preparation
- Same-day priority processing
- 2nd year annual filing $0
- Kicker Voice 12-day + Kicker Pay 60 days free
Compare all plans on our pricing page.
Delaware C-Corp questions, answered
Common questions about forming an C-Corp in Delaware. Can't find an answer? Talk to our team.
Why do investors prefer a Delaware C Corporation?
Venture capitalists and institutional investors overwhelmingly require the Delaware C Corp because it offers a predictable corporate code, the expert Court of Chancery, and clean mechanics for issuing preferred stock in priced rounds. It is the default structure for nearly every VC-backed startup, which is why most term sheets assume it.
How much does it cost to form a Delaware C Corporation?
The state filing fee for the Certificate of Incorporation is $89, paid to the Delaware Division of Corporations. Ongoing, you owe a $50 annual report fee plus a minimum $175 franchise tax under the authorized-shares method, due by March 1st each year.
How long does it take to incorporate in Delaware?
Standard processing through the Delaware Division of Corporations takes about 2-3 weeks. Expedited service is available for an additional fee if you need your Certificate of Incorporation sooner.
How is a C Corporation taxed?
A C Corporation pays the flat 21% federal corporate income tax on its profits. Distributed dividends are then taxed again at the shareholder level - the 'double taxation' of C Corps. In Delaware, corporations that earn income in the state also face an 8.7% state corporate income tax, while Delaware charges no sales tax.
What is the 83(b) election and when do I file it?
If you receive restricted stock that vests over time, an 83(b) election tells the IRS to tax the shares at grant rather than as they vest. You must file it with the IRS within 30 days of receiving the stock - the deadline is strict and cannot be extended, so founders typically file immediately after issuing shares.
Could my company's stock qualify for QSBS benefits?
Qualified Small Business Stock under Section 1202 can let founders and early investors exclude a portion of capital gains on qualifying C Corporation stock, and those benefits may apply to a Delaware C Corp. The rules were revised in 2025, so eligibility and the exact exclusion depend on your facts - confirm current requirements with a tax advisor.
Does my Delaware C Corporation need to file a BOI report?
Under FinCEN's March 2025 interim final rule, US domestic entities and US persons are exempt from Beneficial Ownership Information reporting. A C Corporation formed in Delaware by US persons does not file a BOI report; only foreign-formed entities registered in a US state still report.
Do I have to live in Delaware to incorporate there?
No. You can form a Delaware C Corporation from any state or country - you only need a registered agent with a physical Delaware address. If you actually operate in another state, you will typically also register there as a foreign corporation.
Delaware government filing resources
Filing fees for common C-Corp services
Official Delaware state charges for the filings you may need after formation — our service fee is separate, and we confirm the current amount before filing.
$75.00 for all entity types (domestic and foreign), effective for 120 days.
Fee is the same for all entity types (domestic and foreign).
Learn moreCertified Copies (all entities, domestic and foreign): $50.00 per document PLUS $2.00 per page for the copies.
Apostille - commercial use: $30.00 each.
Corporations - Foreign, Qualification: $245.00 flat (covers C-Corp and S-Corp.
Learn moreDelaware has NO state or local sales tax, so sales-tax permits, seller's permits and resale/reseller certificates do not exist and 'sales for resale' are not exempt.
Learn moreState filing fee $50 for a stock corporation ($5 for a non-profit/exempt corporation) under 8 Del.
Learn moreCorporations - Domestic, Dissolution (274/275/276): $224.00, PLUS all franchise taxes owed to dissolve.
Learn moreEverything you need to run your Delaware C-Corp
Formation is the first step — stay compliant and operational with these services.
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Ready to form your Delaware C-Corp?
Formation is free — you pay only the $89 Delaware state filing fee. Personal-asset protection, pass-through taxation, and a complete document package, filed in 2-3 weeks standard (expedite available).
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