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Where startups incorporate: franchise tax every March 1, no sales tax, 8.7% if you operate

Setting up a startup in Delaware

Delaware is where most venture-backed startups incorporate, and for most of them it is the only thing Delaware is: a franchise tax and annual report due every March 1, a registered agent, and an unclaimed property report. Companies that actually hire or operate in Delaware add an 8.7% income tax, a gross receipts tax in place of a sales tax, and Delaware Paid Leave.

Areas
6
Setup steps
8
Checked
October 13, 2026
Delaware, raised. Point at a neighbor to compare; click to open its guide.

At a glance

Corporate tax
8.7% flat
Tax on wages
Up to 6.6%
Sales tax
None (gross receipts tax on sellers)
Economic nexus
None (no sales tax)
Minimum wage
$15.00/hr
UI wage base
$14,500
New-employer UI rate
1.0%
Paid leave program
Delaware Paid Leave 0.8% (25+ employees)
Annual report
Mar 1 — $50 fee + franchise tax ($175 min)

2026 figures, each explained with its source on the area’s page. On top of the federal baseline.

Setup, in order

  1. Keep a registered agent

    From incorporation

    Every Delaware corporation keeps a registered agent with a Delaware address. A company formed elsewhere that does business in Delaware registers as a foreign corporation and files its own annual report by June 30.

  2. File the annual franchise tax report

    By March 1 every year

    File the annual report with issued shares and total gross assets, so the tax can be computed on the assumed par value capital method if it is lower. Pay the franchise tax and the $50 report fee.

  3. Get a business license

    Before doing business in Delaware

    A company providing services or selling in Delaware takes out a Division of Revenue business license and registers for gross receipts tax, through Delaware One Stop.

  4. Register for withholding and unemployment insurance

    Before the first Delaware payroll

    Register with the Division of Revenue for withholding and with the Department of Labor for an unemployment insurance account.

  5. Report new hires

    Within 20 days of the start date

    Report each new or rehired employee to the Delaware State Directory of New Hires.

  6. Enroll in Delaware Paid Leave

    From 10 employees

    Register in the Department of Labor’s system for Delaware Paid Leave, file the quarterly Hours & Wage Report, and decide whether to deduct up to half of the contribution from employees.

  7. Register with Wilmington

    With an office or employees in Wilmington

    Register with the City of Wilmington for wage tax withholding and the head tax.

  8. Buy workers’ compensation insurance

    Before the first Delaware employee starts

    Workers’ compensation insurance is required once the company has employees in Delaware.

The six areas

Common questions

We’re a Delaware C-corp with no one in Delaware. Do we file a Delaware income tax return?

Usually not. A Delaware corporation whose only activity in the state is maintaining its registered (statutory) office is exempt from filing the Delaware corporate income tax return under 30 Del. C. § 1902(b)(6). It still owes the annual franchise tax and annual report to the Division of Corporations, which is a separate tax on being incorporated, not on income.

Do we collect sales tax from Delaware customers?

No. Delaware has no sales tax, so there is no economic nexus threshold, no exemption certificates and nothing to collect from Delaware customers.

Do we file 1099-NECs with Delaware?

Yes, if the contractor lives in Delaware or did the work in Delaware. Delaware participates in the Combined Federal/State Filing program, but the Division of Revenue says 1099-NEC and 1099-MISC information must be submitted to it directly, on the federal due dates.

Do we owe Delaware Paid Leave with a small team?

It depends on headcount. Employers with 25 or more employees contribute 0.8% of wages (medical 0.4%, family caregiving 0.08%, parental 0.32%) for 2025 and 2026. Employers with 10 to 24 contribute only the 0.32% parental component. Employers with nine or fewer are exempt but can join voluntarily. Up to half can be deducted from employees.

We operate entirely in another state. Do we still owe Delaware franchise tax?

Yes. The franchise tax is imposed on every Delaware corporation for the privilege of being incorporated there, unless it is specifically exempt. Where the company operates, sells or hires doesn’t change it. The Division of Revenue’s own instructions say so: a corporation exempt from the income tax return still owes the annual franchise tax.

Our Delaware franchise tax bill says $85,000. Do we really owe that?

Probably not. The invoice the state sends by default is computed on the authorized shares method, which charges by the number of shares in the charter: a company with 10 million authorized shares sees a five-figure number. The assumed par value capital method uses gross assets and issued shares instead, and for a typical early-stage company it comes out at or near the $400 minimum. You must file the annual report with issued shares and total gross assets to get it, and the lower tax applies only if the report says so.

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Sources

Checked against each agency’s own page on . Rates and thresholds change, usually on January 1.

General information for US companies, not tax, legal or accounting advice for yours. Rules and thresholds change; confirm the specifics with a CPA or the agency before you act on them.