Delaware just raised the cost of keeping an entity in good standing.
House Bill 400 increases annual taxes and a range of service charges administered by the Delaware Secretary of State. Here's what's changing, when it hits, and what it means for your entity.
What's changing, and why it matters
HB 400 touches nearly every fee Delaware charges through the Division of Corporations. Filing and franchise tax increases are clearly stated, but the legislation also has "maximum up to expediting fee increases" that the state may elect to adopt in the future.
Franchise & annual taxes
Higher annual taxes for partnerships, LLCs, and foreign corporations, plus a higher per-series charge for registered series.
Service & document fees
New and increased charges for preclearance, written reports of record, and acceptance of service of process.
Key dates
The increases don't all land at once: different pieces of HB 400 phase in on different schedules.
Higher annual taxes for LLCs, LPs, LLPs, and registered series begin accruing for tax year 2026.
Filing, preclearance, written report, and service-of-process fees move to their new ceilings.
Your 2026 annual report comes due at the higher franchise tax.
The new fee schedule
Effective dates noted per table. All amounts are the new statutory ceilings.
Download the one-pager (PDF)Franchise & annual tax increases
Effective Jan 1, 2026 · Tax year 2026| Entity type | Previous | New |
|---|---|---|
| LLC / LP / GP | $300 | $400 |
| LLP / LLLP (per partner) | $200 | $300 |
| Foreign Corporation | $125 | $250* |
LLP / LLLP is charged per partner, capped at $180,000. *The Foreign Corporation non-compliance penalty also rises, from $125 to up to $200.
Registered domestic series
Charged per seriesThe per-series charge multiplies with each registered series, so it's worth double-checking your series count when estimating total annual tax.
Looking ahead, the new law also gives Delaware the ability to increase its expedited (rush) filing fees as early as 2027, although no changes have been announced at this time.
Other filing & service fees
Effective Aug 1, 2026| Filing type | Previous | New |
|---|---|---|
| Preclearance | $250 | $350* |
| Written Report of Record | $200 | $300 |
| SOS acceptance of service of process | N/A | $100 |
| Dissolution w/ Certificate of No Assets (Corp) | $10 | $50 |
*Corporation preclearance for documents filed under § 204 carries a higher ceiling of up to $1,500. The Written Report of Record fee for LLPs rises from $100 to $200.
What this means for you
The impact depends on what you're doing with your entity, and when.
If you have an active Delaware entity
- Your 2027 annual report will be billed at the higher 2026 franchise tax. This is when most active entities first feel the increase.
- If you have registered series, expect the per-series charge to rise from $75 to $100. Confirm your series count so the total is accurate.
- Routine filings placed after August 1, 2026 (copies, reports, preclearance) move to the new fee ceilings.
If you're dissolving, merging, or converting
- Filings submitted after July 31, 2026 are billed at the higher franchise tax for tax year 2026 immediately, so you don't wait for the 2027 annual report cycle.
- If timing is flexible, filing before August 1, 2026 avoids the new rate on this transaction.
If you're forming a new entity
- New LLCs, LPs, and partnerships formed today are already subject to the higher $400 annual tax for tax year 2026.
- Foreign corporations registering in Delaware should plan for the higher $250 registration-related fee ceiling.
Join us for a walkthrough of HB 400
We'll break down what's changing, when each increase hits, and how to plan for your 2026 tax year, with time for your questions. Registration opens soon.
Frequently asked questions
What is Delaware House Bill 400?
It's a 2026 Delaware law that updates a range of state taxes and fees handled by the Secretary of State. For most SingleFile customers, the change that matters is the increase to Delaware's annual (franchise) tax. HB 400 was signed on May 21, 2026, and the annual tax increase applies to the 2026 tax year.
Why is Delaware's tax going up?
The state says it's modernizing rates that hadn't changed in years and bringing them in line with today's operating costs. Delaware is still home to millions of entities and its respected Court of Chancery, so this changes what you pay, not the value of being incorporated there.
When does the increase take effect?
The franchise/annual tax increase applies to the 2026 tax year (effective January 1, 2026). When you actually pay depends on your entity: dissolutions, mergers, and conversions filed after July 31, 2026 pay the higher tax at filing, while most active entities first see it on the annual report filed in 2027.
What does "up to" actually mean for my bill?
Every figure in HB 400 is a maximum the state may charge, not an automatic flat fee. Your actual charge can be lower, and SingleFile always bills based on what Delaware actually assesses for your filing.
How much is the franchise/annual tax going up?
For LLCs, LPs, and general partnerships, the annual tax rises from $300 to as much as $400. LLPs and LLLPs go from $200 to as much as $300 per partner, now capped at $180,000. Foreign corporations rise from $125 to as much as $250 (with the non-compliance penalty going from $125 to as much as $200). Registered series of LLCs and LPs rise from $75 to as much as $100 each.
When will I actually pay the higher franchise tax?
It depends on your entity. If you dissolve, merge, or convert (filed after July 31, 2026), the higher tax applies at the time of that filing. For most active entities, it first shows up on the annual report you file in 2027.
I'm planning to dissolve, merge, or convert. What should I know?
Filings completed after July 31, 2026 are billed at the higher 2026 franchise tax rate right at filing, so you won't wait for the annual report cycle. If you're weighing the timing, reach out and we'll help you plan it.
Does this mean I should move my entity out of Delaware?
Probably not on its own. Some businesses do revisit where they form, especially if they're cost-sensitive or mostly operate elsewhere, but Delaware's legal framework and Court of Chancery are still big advantages. We're glad to talk through the tradeoffs for your situation.
Will my SingleFile pricing change?
These are Delaware state charges. Where they flow through to your filings, we pass along exactly what the state assesses (up to the legal maximums). If anything about your SingleFile service itself changes, we'll tell you directly.
Not sure how this affects your entity?
Tell us what you have registered in Delaware and we'll tell you exactly what changes, when, and what it'll cost.
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