Delaware House Bill 400: overview of fee and tax changes
Delaware has long held its position as the corporate capital of the United States, with millions of businesses choosing the state for incorporation. However, proposed legislative changes in House Bill 400 (HB 400) could significantly affect the cost of doing business in Delaware.
This blog breaks down what Delaware House Bill 400 includes, where it currently stands in the legislative process, who it impacts, and how organizations can prepare.
What is Delaware House Bill 400?
House Bill 400 is a comprehensive piece of legislation that amends multiple sections of the Delaware Code relating to fees and taxes administered by the Secretary of State. The bill introduces broad increases to business-related fees, including:
Formation and filing fees
Annual taxes for entities such as LLCs and partnerships
Fees for certified documents and filings
Charges for expedited processing services
The legislation raises annual taxes on certain entity types, such as LLCs, and increases various administrative fees tied to filings and document services. It also introduces significant increases to expedited service fees, with higher charges for same-day and priority processing.
The rationale behind the bill is to modernize fee structures that, in some cases, have not been updated for years and to align them with current operating costs.
Where is DE HB 400 in the legislative process?
HB 400 has moved fast through the Delaware General Assembly:
Introduced: April 9, 2026
Passed House: April 23, 2026
Reported out of Senate committee: May 7, 2026
Current status: Passed by the legislature and sent to the Governor for action (as of May 12, 2026)
If signed into law, most fee changes are expected to take effect on August 1, 2026, while certain annual tax increases applicable for the 2026 tax year when enacted, particularly those affecting LLCs and partnerships, will take effect on January 1, 2026.
Who will the bill affect?
HB 400 has wide-reaching implications across the business landscape, particularly for organizations that have chosen Delaware as their legal home. The entities that will be most impacted include:
Limited liability companies (LLCs)
Limited partnerships (LPs)
General partnerships (GPs)
Limited liability partnerships (LLPs)
Corporations incorporated in Delaware
Businesses requiring frequent filings or expedited services
Delaware is home to over 2 million business entities, including a large proportion of Fortune 500 companies, highlighting the scale of organizations that could be affected. Both large enterprises and small businesses may feel the impact, although the effect will vary depending on entity structure, filing volumes, and reliance on expedited services.
What does HB 400 mean for businesses?
For most organizations, HB 400 represents a material increase in compliance and operational costs associated with maintaining a Delaware entity.
Key implications include:
Higher annual costs
Annual taxes on LLCs and similar entities are set to increase, meaning businesses will need to budget for higher recurring expenses.
Increased transaction costs
Routine actions such as filing certificates, obtaining copies, or making amendments may become more expensive due to higher administrative fees.
Greater cost for speed
Expedited services, often critical for time-sensitive transactions such as M&A activity or financing, could become significantly more expensive.
Strategic considerations for incorporation
Some organizations may begin reassessing their incorporation strategy, particularly where cost sensitivity is a factor or operations are limited to other jurisdictions.
However, it’s important to note that Delaware continues to offer advantages such as a well-established legal framework and the Court of Chancery, which remain key drivers for incorporation decisions.
How can organizations prepare?
With the bill nearing enactment, businesses should take proactive steps to understand and mitigate its impact.
Conduct a cost impact assessment: Review your current Delaware entity portfolio and model how increased fees and taxes will affect your overall compliance costs.
Revisit entity structures: Evaluate whether your current entity structure remains optimal, particularly if you maintain multiple entities or complex structures.
Plan for upcoming deadlines: Be aware of August 1, 2026, implementation timelines, and factor these into budgeting and compliance planning.
Review filing strategies: Where possible, consider consolidating filings or planning ahead to minimize reliance on costly expedited services.
Stay informed: Legislative developments can evolve quickly. Monitoring final approval and implementation guidance will be key to ensuring compliance.
Why this matters now
HB 400 represents one of the more notable shifts in Delaware’s fee structure in recent years. While the changes aim to support state funding and modernize outdated fees, they also introduce new considerations for businesses that depend on Delaware’s corporate ecosystem.
For legal teams, paralegals, and corporate governance professionals, this underscores the importance of maintaining visibility into entity-level costs and compliance obligations, particularly as regulatory environments continue to evolve.
How Computershare Entity Solutions can help
Navigating legislative changes like HB 400 requires actionable insights and operational support. Computershare Entity Solutions can help you:
Assess the impact of new legislation on your entity portfolio
Optimize your entity structure and compliance strategy
Manage filings efficiently to reduce unnecessary costs
If your organization may be affected by Delaware House Bill 400, or you need support preparing for these changes, contact Computershare Entity Solutions today to learn how we can help.
Disclaimer: This notice is provided by Computershare for general informational purposes only and is not intended and should not be construed as legal, regulatory, financial or tax advice. Computershare is not licensed or authorized to practice law in any jurisdictions and hence does not provide any legal advice and it does not hold itself out as doing so. Neither Computershare nor any of its affiliates or contributors accept any responsibility or liability for the quality, accuracy or completeness of any information contained in this notice. It is important that you seek independent professional advice relating to the subject matter of this notice before relying on it.