Delaware LLC for Non-Residents: The Tax Is $400, Not $300

The statute:

The Division of Corporations' franchise tax instructions agree:

Delaware requires all domestic and foreign LLCs, LPs and general partnerships formed or registered there to pay an annual tax of $400.00.[2]Delaware Division of Corporations, LLC/LP/GP franchise tax instructions

And the Division of Corporations' tax FAQ, on the same website, says:

Delaware's Division of Corporations tax FAQ still states the LLC annual tax as $300.00, which is the figure superseded by the statutory $400.00.[3]Delaware Division of Corporations, Frequently Asked Tax Questions

Same agency, same sentence, different number. Neither page carries a last-updated date, so a reader has no way to tell which is current from the pages themselves.

The statute governs. The FAQ is stale.

House Bill 400, "AN ACT TO AMEND TITLE 5, TITLE 6, TITLE 8, TITLE 12, AND TITLE 29 OF THE DELAWARE CODE RELATING TO FEES AND TAXES ADMINISTERED BY THE SECRETARY OF STATE," primary sponsor Rep. Harris, signed May 21, 2026.

Partnership and LLC annual tax changes took effect January 1, 2026; most other fee changes followed. The bill required a supermajority vote because it raises a tax rate.

So the tax year that began January 1, 2026 is charged at the new rate, and the payment due June 1 reflects it.

Where a Delaware agency page and the Delaware Code disagree, the Code wins. Agency FAQ pages lag amendments, and this one has lagged by at least eight months.

Apply it beyond this figure. If a state agency page carries no date and you are about to rely on it for a number, find the statute.

Delaware LLC annual tax is due on or before June 1, and late payment carries a $200 penalty plus 1.5% interest per month on tax and penalty.[4]Delaware Division of Corporations, LLC/LP/GP Franchise Tax Instructions

Delaware LLC annual tax is due on or before June 1, and late payment carries a $200 penalty plus 1.5% interest per month on tax and penalty.[4]Delaware Division of Corporations, LLC/LP/GP Franchise Tax Instructions

Note that the interest compounds on the penalty as well as on the tax, so a missed payment is not the same size of problem a year later that it was on the day.

The statute sets the due date:

"The annual tax for a domestic limited liability company shall be due and payable on the first day of June following the close of the calendar year or upon the cancellation of a certificate of formation."

6 Del. C. § 18-1107(c).

Delaware LLCs do not file an annual report. The tax is the whole obligation, which is simpler than most states.

The difference between the two states is the gap in that table. For a bootstrapped software business with one owner it buys nothing you will use. For a company raising institutional venture capital it buys investor familiarity and a body of corporate case law that lawyers on both sides already know, which shortens negotiations.

Note that US venture investors generally expect a Delaware C corporation, not an LLC. If that is the path you are on, the state is only half the question.

You are bootstrapping and have no investors. You are paying the difference every year than Wyoming for features you will not use.

You expect it to help with banking. It does not. Mercury and Relay test where the owner lives, not the state of formation.

You think it reduces your tax. It does not change your federal position, and a foreign-owned single-member LLC still files Form 5472 with a pro forma 1120.

Is the Delaware LLC tax the older figure or the newer one? The newer one. The statute and the Division of Corporations' franchise tax instructions agree with each other; the tax FAQ on the same site is out of date. Both are quoted above.

When is it due? June 1, for the prior calendar year. There is no annual report for an LLC.

What if I pay late? A fixed penalty plus monthly interest, charged on both the tax and the penalty. The figures are quoted above.

Is Delaware worth it over Wyoming? If you are raising institutional venture capital, usually yes. If you are bootstrapping, usually no, and the difference buys familiarity you will not draw on.

Does Delaware help me open a US bank account? No. Both Mercury and Relay test the owner rather than the entity's state.