Introduction
Every Delaware LLC owes a recurring state tax, even if it earned nothing last year. For 2026 the figure is $400 (USD) per LLC, and confirming it on the Delaware Division of Corporations site before you pay is good practice.
Many owners, including Australian founders using Delaware for a US-facing business, assume the tax works like the corporation formula. It doesn't. LLCs pay a flat amount, with no authorised shares or assumed par value calculation.
This guide covers the 2026 amount, due date, fee components, late-payment consequences, and the gap between the state's charge and your wider compliance costs. All figures are in US dollars, since they are Delaware charges.
Key Takeaways
- The 2026 Delaware LLC annual tax is a flat $400, regardless of revenue or profit.
- The 1 June 2026 payment covers calendar year 2025, with no first-year proration.
- Registered agents, federal filings and tax preparation cost extra.
- Late payment adds a $200 penalty plus 1.5% monthly interest.
How Much Does a Delaware LLC Pay in 2026?
The annual tax is $400 per LLC, and it applies to domestic Delaware LLCs and foreign LLCs registered to do business in Delaware. The Delaware Division instructions set out the payment rules, and an annual-tax amendment took effect on 1 January 2026.
The amount is fixed by statute. Revenue, assets, profit, member count, management style and federal tax classification don't change it. The statute lists no exemption for ordinary LLCs.
Due Date and Payment Year
Delaware collects the tax in arrears. The deadline is 1 June 2026, and that payment covers calendar year 2025. A 2026 payment due in June 2027 covers the 2026 year.
There is no proration. If your LLC was active in state records at any point during a calendar year, the full tax applies. Trading activity is irrelevant; record status is what counts.
Example: An LLC formed in November 2025 owes the full $400 for 2025, payable by 1 June 2026.
Series LLCs and Final Years
A series LLC pays the $400 plus $100 annually per registered series. Protected series carry no separate annual tax in the statute. If you dissolve the LLC or end a foreign registration, the full tax for that year is due before filing.
Delaware LLC Annual Tax vs Other Business Costs
The $400 is only one line item. Other costs sit outside it.
State Transaction Fees
These apply when you file something, not every year. The state's current schedule lists:
| Transaction | Base fee (USD) |
|---|---|
| Domestic LLC formation | $110 |
| Foreign LLC registration | $200 |
| Domestic LLC amendment | $220 |
| Change of agent only | $50 |
| Short-form good standing certificate | $50 |
| Long-form good standing certificate | $175 |
Check the Division's live fee schedule before filing, as amounts get revised.
Annual Report and Registered Agent
Delaware LLCs don't file an annual report. You still pay the tax. Every LLC must maintain a registered agent with a Delaware address to accept service of process and forward the tax notice. Agent pricing varies by provider, so compare scope and renewal terms.
Federal Reporting for Foreign Owners
A US LLC wholly owned by a foreign person (including an Australian resident) is a foreign-owned disregarded entity. Under the IRS Form 5472 instructions, it files Form 5472 with a pro forma Form 1120 when it has reportable transactions. Those include capital contributions and distributions.
Failure-to-file penalties escalate fast:
- $25,000 initial penalty
- $25,000 per related party for each 30-day period of continued failure after IRS notice
No revenue and no reportable transactions are different tests. Zero income doesn't automatically mean zero filing.
Your Australian tax obligations are a separate layer, so get local advice on those too.
2026 Fee Breakdown and Late-Payment Costs
What Delaware Charges
- Annual tax: $400 per LLC
- Registered series: $100 each, per year
- Payment methods: Visa, Mastercard, American Express, Discover, or ACH (required for payments over $5,000)
Pay through the Division's official tax portal. The official payment-method guidance doesn't mention a card surcharge, so check at checkout. Any bank or currency-conversion charge on your account is a private cost.
What Happens If You Pay Late
- $200 penalty for a missed payment
- 1.5% interest per month (or part of a month) on both the tax and the penalty
- A $50 penalty per series if the series charge is unpaid by 1 June
Status Consequences
A domestic LLC that misses the deadline loses good standing, and so do its registered series. A foreign LLC that fails to pay ceases to be registered in Delaware. While unpaid, the state generally won't issue good standing certificates or accept most filings, and the LLC can't maintain Delaware court actions.
If the tax stays unpaid for three years, the formation certificate is cancelled on the third anniversary. Revival requires a certificate of revival, all back tax, penalties and interest, and the filing fee ($220 on the current schedule).
Key Factors That Affect the Total Cost
The franchise tax is a fixed amount. Your total annual cost still depends on several factors beyond the state fee.
Domestic vs Foreign Registration
Domestic and registered foreign LLCs pay the same $400. The consequences of non-payment differ: domestic LLCs lose good standing and face cancellation, while foreign LLCs lose their registration.
Formation Date and Federal Classification
Formation month doesn't change the first payment. Single-member, multi-member, manager-managed and member-managed LLCs all owe the same amount. A federal election doesn't change the Delaware tax either, though it changes your IRS filings.
Professional Support
Registered agent fees, bookkeeping, tax preparation and compliance monitoring can exceed the state tax many times over. When comparing packages, check:
- Whether government fees are included or billed separately
- What the renewal price is after year one
- Whether federal filings such as Form 5472 are covered
Low-Cost vs High-Cost Delaware LLC Compliance
The $400 is the same either way. What differs is service, effort and risk.
Direct State Cost
The low-cost route is paying the tax yourself through the Delaware portal after confirming your entity record and deadline. The higher-cost route uses a provider that bundles reminders, payment handling and document access. Those extras are optional; the tax and a registered agent are not.
Administrative Burden
Doing it yourself means tracking each deadline on your own:
- Delaware franchise tax due 1 June
- Registered agent renewal
- Federal filing dates
The IRS extension (Form 7004) for a foreign-owned disregarded entity must be submitted by the regular due date. For a calendar-year entity, the 2025 return was due 15 April 2026.
Professional support saves time, but ask about transparent renewal pricing and whether cross-border filings are included.
Long-Term Risk
Skipping optional services saves money. Skipping the tax doesn't. A missed payment can bring:
- Penalties and interest
- Possible revival fees
- Lost access to good standing certificates
Banks and counterparties often request those certificates.
How to Estimate the Right 2026 Budget
The Delaware tax is not the whole bill. Build the budget in layers.
Build Separate Cost Categories
- Government-required: the $400 annual tax, plus $100 per registered series
- Required by service providers: registered agent renewal
- Federal and professional: Form 5472 and pro forma Form 1120 preparation, bookkeeping, tax advice
- Optional or occasional: good standing certificates, amendments, banking or payment charges
Get quotes for categories two to four, since no official benchmark exists for them.
Check Entity-Specific Details
Confirm these before you finalise numbers:
- File number and domestic or foreign status
- Series status and formation date
- Federal tax classification and ownership
- Beneficial ownership reporting to FinCEN, where applicable
- Registrations in other states
Payment of the Delaware tax doesn't satisfy IRS compliance, and the two run on different calendars.
Plan for Deadlines and Contingencies
Pay before 1 June, save the confirmation, check your good standing status, and set a reminder for next year. Hold a contingency for late fees, reinstatement or an unexpected filing.
What Most People Miss About Delaware LLC Costs
- Hidden extras: Owners focus on the flat tax and forget agent renewals, US federal information returns, tax preparation and payment charges.
- Corporation methods: Authorized shares and assumed par value calculations apply to corporations, not LLCs.
- Cross-border exposure: Foreign-owned LLCs face the Form 5472 penalty even with no income.
For Australian owners coordinating US and Australian compliance, VJM Global offers US entity formation, tax and accounting support, and has served 250+ Australian businesses. Confirm whether Delaware-specific filing support is included in your engagement.
Conclusion
The 2026 Delaware LLC annual tax is a flat $400, due 1 June 2026 for calendar year 2025, with no proration and no link to revenue. It is entirely separate from the corporation franchise tax formula.
An accurate budget also factors in late-payment risk, registered agent costs, federal filings and any cross-border reporting. Verify your entity's balance on Delaware's official portal. If you have foreign ownership, a foreign registration or federal filing questions, talk to a qualified tax professional.
Frequently Asked Questions
What is the annual franchise tax for a Delaware LLC?
It is a flat $400 per LLC for 2026. That differs from the corporation franchise tax, which uses share-based formulas.
How do I calculate franchise tax in Delaware?
LLCs don't calculate it. You pay the fixed $400, plus $100 per registered series if you have any. Authorised shares and assumed par value methods apply only to corporations.
Who must pay Delaware franchise tax?
Every domestic Delaware LLC and every foreign LLC registered to do business in Delaware. The statute lists no exemption for ordinary LLCs.
When is Delaware LLC franchise tax due in 2026?
1 June 2026, covering calendar year 2025. There is no proration for partial years, and any LLC active in state records during the year owes the full amount.
Is Delaware LLC franchise tax based on income or assets?
No. Revenue, profit, assets, member count and federal tax classification don't affect the amount. An LLC with no income still owes $400.
What happens if I miss the Delaware LLC franchise tax deadline?
You owe a $200 penalty plus 1.5% monthly interest on tax and penalty. A domestic LLC loses good standing, and after three unpaid years its certificate is cancelled and needs revival.
