Form Your Delaware S Corporation
Incorporate in the #1 state for business, then elect S-corp status with the IRS for pass-through taxation and payroll-tax savings on your distributions
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 report + $175 min. franchise tax — due March 1st annually
- State tax rate8.7% corporate income tax
- Expedited optionSame day (+$100)
Form your Delaware S-Corp — pay only the state filing fee, nothing more.
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Everything to launch your Delaware S-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 S-Corp in Delaware
Delaware is the gold standard for incorporation, and its corporate-friendly Court of Chancery and predictable case law make it a strong home for a corporation that elects S-corp status. The S election adds pass-through taxation and payroll-tax savings on top of that legal foundation, while Delaware's 8.7% corporate income tax applies only to income actually earned in the state.
Pass-through taxation - profits are taxed once on owners' returns, avoiding C-corp double taxation
Self-employment tax savings - only your reasonable W-2 salary is subject to payroll tax, not distributions
Most business-friendly court system in the US (Court of Chancery) hears corporate disputes
Strong credibility with banks, investors, and partners from a Delaware incorporation
No Delaware sales tax and no corporate income tax on income earned outside Delaware
Limited liability protection shields personal assets from business debts and claims
Well-established, predictable corporate case law refined over more than a century
Over 60% of Fortune 500 companies are incorporated in Delaware
Key features of a Delaware S-Corp
- S-corp status is a federal IRS election (Form 2553) layered onto a Delaware corporation
- Court of Chancery provides expert, jury-free resolution of corporate disputes
- Pass-through taxation with payroll-tax savings on distributions above a reasonable salary
- Strict eligibility: 100-shareholder cap, US owners only, single class of stock
- No Delaware sales tax and no corporate income tax on out-of-state income
Major industries in Delaware
Form your Delaware S-Corp in 6 steps
We handle every step while you stay in the loop. Processing takes 2-3 weeks standard (expedite available).
- 01
Form a Delaware Corporation
An S corporation is a tax election, not a state entity. File a Certificate of Incorporation with the Delaware Division of Corporations to create the corporation first. The state filing fee is $89.
- 02
Appoint a Registered Agent
Delaware requires a registered agent with a physical address in the state. Most out-of-state owners use a registered agent service since they do not reside in Delaware.
- 03
Issue Stock and Adopt Bylaws
Authorize and issue a single class of stock, appoint directors, and adopt corporate bylaws. S-corp eligibility requires one class of stock and no more than 100 shareholders.
- 04
Obtain an EIN
Apply for a free EIN from the IRS. You need it to file Form 2553, open a business bank account, and run payroll.
- 05
File IRS Form 2553 to Elect S-Corp Status
Submit Form 2553 to the IRS within 75 days of formation (or by March 15 to apply for the current tax year). This is the federal election that makes your Delaware corporation an S corporation.
- 06
Set a Reasonable Salary and Run Payroll
S-corp owner-employees must take a reasonable W-2 salary before distributions. Remaining profit can be paid as distributions that avoid self-employment tax.
Delaware S-Corp costs at a glance
Kicker formation is free — you pay only the required state fees. No hidden charges.
Delaware S-Corp requirements checklist
Everything you need to form and maintain a Delaware S-Corp in 2026.
- File a Certificate of Incorporation with the Delaware Division of Corporations ($89)
- Appoint a registered agent with a physical Delaware address
- Issue only one class of stock and keep shareholders to 100 or fewer
- All shareholders must be US citizens or resident individuals - foreign owners are not eligible
- File IRS Form 2553 within 75 days of formation (or by March 15 for the current year)
- Obtain an EIN and run payroll to pay owner-employees a reasonable salary
- File the annual report and pay franchise tax by March 1st each year
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 S-Corp questions, answered
Common questions about forming an S-Corp in Delaware. Can't find an answer? Talk to our team.
Is an S corporation a separate filing in Delaware?
No. An S corporation is a federal tax election, not a Delaware entity type. You first form a Delaware corporation by filing a Certificate of Incorporation with the Delaware Division of Corporations ($89), then elect S-corp status with the IRS by filing Form 2553.
How much does it cost to form an S corporation in Delaware?
The Delaware state filing fee for the underlying corporation is $89. Ongoing, you pay a $50 annual report fee plus a minimum $175 franchise tax (authorized-shares method) by March 1st. The IRS Form 2553 election itself is free. Our service fee is added on top of the state fee.
How long does Delaware take to process the corporation filing?
Standard processing through the Delaware Division of Corporations takes about 2-3 weeks. Expedited filing is available for an additional state fee if you need the corporation formed faster.
When must I file Form 2553 to elect S-corp status?
File IRS Form 2553 within 75 days of incorporating, or by March 15 to have the election apply to the current tax year. Miss the window and your Delaware corporation is taxed as a C corporation until the next eligible year.
Who is eligible to own a Delaware S corporation?
S corporations can have no more than 100 shareholders, all of whom must be US citizens or resident individuals, and only one class of stock is permitted. Foreign (non-resident) owners are not eligible - those businesses should consider a C corporation or LLC instead.
How does an S corporation save on taxes?
Profits pass through to owners and are taxed once on their personal returns, avoiding C-corp double taxation. Owner-employees take a reasonable W-2 salary subject to payroll tax, while remaining profit is paid as distributions that are not subject to self-employment tax.
What taxes does Delaware charge an S corporation?
Delaware has no sales tax. The state's 8.7% corporate income tax applies only to income earned within Delaware, so income from out-of-state operations is generally not taxed at the entity level. The corporation still owes the annual $50 report fee and minimum $175 franchise tax.
Does my Delaware S corporation have 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 Delaware-formed corporation owned by US persons does not file a BOI report; only foreign-formed entities registered in a US state still report.
Delaware government filing resources
Filing fees for common S-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 moreS-Corp is a federal IRS tax election (Form 2553), not a separate Delaware entity — it uses the identical Delaware corporation change-of-agent filing.
Learn moreS-Corp is a federal IRS tax election (Form 2553), not a separate Delaware entity — it uses the identical Delaware corporation revival filing.
Learn moreCorporations - Domestic, Dissolution (274/275/276): $224.00, PLUS all franchise taxes owed to dissolve.
Learn moreEverything you need to run your Delaware S-Corp
Formation is the first step — stay compliant and operational with these services.
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Ready to form your Delaware S-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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