Move Your Company to Delaware: Domestication, Conversion and Reincorporation Fees

Moving your company to Delaware means changing your state of incorporation and establishing a new legal home in a state known for business-friendly law and predictable corporate courts. Whether you're domesticating an existing entity, converting to a different business structure, or reincorporating from scratch, the fees are straightforward, but the process requires understanding three distinct pathways and the ongoing tax obligations that follow.

Domestication vs. Conversion vs. Reincorporation: What's the Difference?

These terms are often confused, but each involves a different legal process and fee structure.

Domestication

Domestication moves an existing entity from one state to Delaware while keeping the same legal structure and entity type. An LLC becomes a Delaware LLC. A corporation becomes a Delaware corporation. The entity maintains continuity and all its existing contracts, licenses, and obligations travel with it.

Domestication fees (filing with Delaware Division of Corporations):

• LLC domestication: $220
• Corporation domestication: $234

Conversion

Conversion changes your entity type while moving to Delaware. You might convert a corporation, partnership or other entity into a Delaware LLC or corporation. Conversion requires the conversion filing plus the new entity's formation filing, so you pay both fees at the same time.

Conversion fees (filing with Delaware Division of Corporations):

• Convert to LLC: $220 (conversion) + $110 (LLC formation) = $330
• Convert to corporation: $184 (conversion) + $109+ (incorporation fee, varies with authorized stock)

The corporation conversion fee depends on the number of shares you authorize. The minimum is $109 for a standard capital structure.

Reincorporation

Reincorporation means dissolving your current entity in your home state and creating a brand-new Delaware entity from scratch. This is less common than domestication or conversion because it carries more legal complexity, but some businesses choose it when their home state makes domestication cumbersome or when a complete legal fresh start is desired.

Complete Fee Breakdown for Moving to Delaware

Transaction	Fee
Domesticate an LLC	$220
Domesticate a corporation	$234
Convert to LLC (conversion + formation)	$330
Convert to corporation (conversion + incorporation)	$293+ (varies with stock)
Reserve a Delaware business name	$75 (120 days)
Change of registered agent	$50
LLC domestication (same day expedited)	$220 + $200
Corporation domestication (24-hour expedited)	$234 + $100

All filing fees above are due to the Delaware Division of Corporations. Processing times for routine filings vary with volume; the state does not publish a standard turnaround. If you need faster processing, expedited tiers are available: same-day service costs an additional $200, and 24-hour service costs an additional $100 for domestications and conversions.

The Domestication Process: Step by Step

Step 1: Reserve Your Business Name (Optional but Recommended)

Before filing, confirm that your company name is available in Delaware and consider reserving it for 120 days. Name reservation costs $75 and protects your chosen name while you prepare paperwork. You can search available names free at the Delaware Division of Corporations business search tool.

Step 2: Appoint a Registered Agent

Every Delaware entity must continuously maintain a registered agent with a physical street address in Delaware. The registered agent receives official documents and legal notices on behalf of your company. The agent may be an individual resident of Delaware, a business entity authorized to act as a registered agent, or your own company if it has a physical office in Delaware. Many out-of-state businesses use a registered agent service, which is priced by each provider.

Step 3: Prepare the Certificate of Domestication

Your attorney or registered agent service will prepare the Certificate of Domestication, which formally requests that your entity be domesticated into Delaware. This document includes your company name, the state where it was originally formed, the date of original formation, your registered agent's name and Delaware street address, and a statement that domestication has been approved by the members or shareholders of your company.

Step 4: File with the Delaware Division of Corporations

File your Certificate of Domestication through the Delaware Division of Corporations online filing portal (eCorp Document Upload Service) or by mail. Online filing is faster and is the recommended method. Include a cover letter with your filing fee ($220 for an LLC, $234 for a corporation). Processing times vary, but expedited options can reduce this to 24 hours (+$100) or same day (+$200).

Step 5: Complete Home-State Exit Steps

Once your Delaware domestication is filed, you may need to withdraw or otherwise close out your registration in your home state. This process varies significantly by state and may include filing a withdrawal of registration, obtaining a tax clearance certificate, and paying any final fees or taxes owed to your home state. Contact your home state's Secretary of State or Division of Corporations for exact requirements. Some states charge withdrawal fees; others require a final tax return or proof that you've paid all outstanding taxes.

Understanding Delaware Annual Taxes After You Move

Once domesticated, your Delaware entity owes the annual Division of Corporations tax or report, even if you do not conduct business in Delaware. These are separate from federal income tax and your home state's business license requirements if you operate there.

LLC Annual Tax

Under HB 400, Delaware LLCs owe a flat annual tax of $400 due June 1 each year. This amount applies to all LLCs regardless of revenue, number of members, or business activity. The first $400 payment is due June 1, 2027 (the payment due June 1, 2026 was $300); check corp.delaware.gov for the current amount and date. There is no annual report requirement for LLCs and no proration for a partial year. Delaware also offers registered series (a specialized LLC structure), which pay $100 annually instead.

Corporation Annual Report and Franchise Tax

Delaware corporations must file an Annual Franchise Tax Report by March 1 each year. The report fee is $50, and corporations also owe franchise tax calculated under either the authorized shares method (minimum $175) or the assumed par value capital method (minimum $400), capped at $200,000 for most corporations. It is not an income tax: the 8.7% rate applies to the separate corporate income tax on income apportioned to Delaware. Ask your accountant or a Delaware corporate service provider to estimate your franchise tax liability before you domesticate, as it can be significant for larger corporations.

No Delaware Sales Tax, But Business License and Gross Receipts Tax Apply

Delaware has no sales tax and does not issue a seller's permit. However, if your company conducts business in Delaware, you must obtain a state business license from the Division of Revenue through the Delaware One Stop portal. The annual license fee is typically $75 (for most business categories) or $90 for general retailers. If you do not conduct business in Delaware and only have a Delaware incorporation for legal and tax reasons, you do not need a state business license. Businesses operating in Delaware also owe gross receipts tax to the state, filed monthly or quarterly, rather than sales tax. Rates vary by license category and are set by the Division of Revenue.

Timeline and Processing

Domestication timelines depend on processing speed and how quickly you complete home-state exit steps:

• Routine domestication: Delaware publishes no standard turnaround; processing times vary with volume.
• 24-hour service: +$100 fee for expedited processing.
• Same-day service: +$200 fee for expedited processing (Priority 2 two-hour service at $500 and Priority 1 one-hour service at $1,000 per document request are also available).
• Home-state withdrawal: timing and requirements vary; check with your home state's filing office.

Why Businesses Move to Delaware

Companies domesticate to Delaware for several reasons. Delaware has a specialized Court of Chancery that handles business disputes with judges experienced in corporate law. Delaware corporate law is predictable and has been refined through centuries of case law. The state offers favorable tax treatment for some entity types. And Delaware's registered agent requirement and perpetual corporation law allow out-of-state businesses to maintain privacy and continuity.

What You Need to Know Before You Move

• Home-state registration may need to be closed out: Your home state may require a withdrawal or other final filing so your old registration does not stay open and keep generating annual taxes. Check with that state's filing office.
• Your EIN stays the same: Domestication does not change your federal employer identification number. You do not need a new EIN.
• Your home state may require a final tax return: Some states require a final corporate tax return or income tax return in the year of withdrawal. Confirm with your home state's tax authority.
• Contracts and licenses may require notice: While domestication preserves your legal continuity, some contracts or licenses may require written notice of the change in state of incorporation. Review key agreements.
• Annual compliance is mandatory: Failure to pay your annual Delaware tax can cost an LLC its good standing and can eventually cancel its certificate of formation, and an unpaid corporation can have its charter voided. Set a calendar reminder for June 1 (LLCs) or March 1 (corporations) each year.

Next Steps

To move your company to Delaware, start by:

1. Consult with a Delaware-registered agent service or business attorney about your specific situation. Registered agent services and business attorneys price domestication packages themselves, so compare written quotes.
2. Verify the exact tax requirements in your home state by contacting the Secretary of State and Division of Revenue.
3. Check your company's bylaws, operating agreement, and member agreements to confirm that domestication is permitted without additional member or shareholder approval.
4. Gather your original Certificate of Incorporation or Articles of Organization from your home state.
5. File your Certificate of Domestication with the Delaware Division of Corporations at https://icis.corp.delaware.gov/ecorp2.
6. Complete your home-state withdrawal process and obtain a tax clearance if required.

Disclaimer

This article is informational only and does not constitute legal or tax advice. Domestication, conversion, and reincorporation have legal consequences specific to your business structure, home state, and tax situation. Consult with a licensed attorney and a CPA or tax professional before moving your company to Delaware. This article reflects Delaware Division of Corporations fee schedules and law as of October 2026 and is subject to change. Confirm current fees and requirements at https://corp.delaware.gov/.