The Annual Tax for LLCs Increases from US$300 to US$400

Along with the simplification of the federal BOI Reporting regime, Delaware has introduced a change to the annual cost applicable to its Limited Liability Companies (LLCs).

The annual tax will increase from:

US$300 → US$400 annually

The increase applies beginning with calendar year 2026, meaning that the first payment at the new US$400 rate will be due on June 1, 2027.

This represents an annual increase of US$100, equivalent to approximately US$8.33 per month.

Does Delaware Remain an Attractive Jurisdiction?

For many international businesses, yes.

Although any increase in maintenance costs should be considered, the US$100 annual adjustment does not substantially alter the characteristics that have made Delaware one of the most recognized corporate jurisdictions in the United States.

Delaware continues to offer:

• a highly developed corporate legal framework;

• flexible corporate structures;

• a predictable legal system;

• a strong international reputation; and

• broad recognition among banks, investors, payment service providers and commercial counterparties.

In addition, the increase in the annual tax should be considered within a broader regulatory context in which companies created in the United States have been permanently relieved of the federal obligation to file BOI Reports with FinCEN.

What About Delaware Corporations?

The increase to US$400 specifically affects the annual tax applicable to Delaware LLCs.

Delaware Corporations remain subject to a separate Franchise Tax regime.

For certain Corporations with simple capital structures and up to 5,000 authorized shares, the Franchise Tax under the Authorized Shares Method remains US$175 annually, in addition to the US$50 Annual Report filing fee.

For companies with a greater number of authorized shares or more complex capital structures, the tax may vary depending on the applicable calculation method.

For this reason, when establishing a new company in Delaware, it is advisable to analyze in advance factors such as:

• ownership structure;

• intended tax treatment;

• nature of the activity;

• future admission of investors;

• capital-raising needs; and

• business objectives.

Depending on these circumstances, a Delaware LLC or a Delaware Corporation may offer different advantages.

CLD LEGAL can assist in evaluating and establishing the most appropriate U.S. structure for each project.