Delaware has enacted House Bill 400, which increases various annual taxes and filing fees imposed on business entities formed or registered in the state. The legislation was signed by the Governor on May 21, 2026, with certain annual tax increases effective retroactively to January 1, 2026, and most other filing fee changes effective as of August 1, 2026.
The changes impact general partnerships, limited liability companies (LLCs), limited partnerships (LPs), limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs). Given Delaware’s status as a leading jurisdiction for entity formation, these changes may affect a wide range of businesses, including entities with limited operations in the state. Taxpayers should consider the impact of these increases when budgeting for annual entity compliance obligations.
Beginning January 1, 2026, the annual tax imposed on general partnerships, LLCs and LPs increases from $300 to $400.
The legislation also increases the annual fee for each registered series of a series LLC or series LP from $75 to $100. Businesses using series structures should review the impact of this fee increase across all registered series.
The legislation also increases the annual fee applicable to LLPs and LLLPs. Previously, these entities were subject to an annual fee of $200 per partner. Effective January 1, 2026, the fee increases to $300 per partner.
The legislation also raises the maximum annual fee cap from $120,000 to $180,000. As a result, larger LLPs and LLLPs may experience a substantial increase in annual compliance costs.
Although the annual tax increases are effective January 1, 2026, the higher amounts generally will first be reflected in annual tax payments due in 2027.
In addition to the annual tax increases that became effective January 1, 2026, House Bill 400 also includes increases to various filing and service fees administered by the Delaware Division of Corporations that take effect August 1, 2026. These changes include increases to certain expedited processing fees, foreign corporation annual report fees and other filing-related charges. A complete list of the fee changes can be found in House Bill 400.
As Delaware increases annual taxes and filing fees for a broad range of entities, businesses should evaluate the potential impact on their operations, budgeting and future filing costs. Organizations maintaining multiple Delaware entities or frequently utilizing Delaware filing services may experience a more significant increase in annual administrative expenses and compliance costs. Withum’s State and Local Tax Services Team can help businesses assess the impact of these changes, identify potential planning considerations and navigate evolving Delaware compliance requirements.
For more information on this topic, please contact a member of our team.
On July 2, 2026, the U.S. Court of Federal Claims decided Keysight Technologies, Inc. v. United States, No. 25-137, holding that the Treasury Department exceeded its statutory authority when it issued a regulation governing the global intangible low-taxed income (GILTI) regime. Days later, on July 10, the deadline passed for taxpayers to file protective refund…
New York is expanding access to agricultural tax incentives and related programs for licensed cannabis cultivators through recent legislative changes. As a result, qualifying growers may now be able to take advantage of benefits ranging from property tax relief and refundable investment tax credits to workforce, redevelopment and energy-efficiency incentives. Understanding how these programs work…
For the latest news and updates on Florida state and local tax.
