Dossier · Entity law · Multi-state

Delaware raised its LLC tax to $400 while it, Texas and Nevada fought over corporate law

Status
Open, tracking
Next deadline
June 1, 2027 (208 days)Delaware LLC annual tax for tax year 2026, the first payment at $400. Late payment adds a $200 penalty plus 1.5% interest a month.
Last verified
October 29, 2026
Entries
7

Every Delaware LLC owes $400 for tax year 2026, due by June 1, 2027. HB 400, signed May 21, 2026, raised the annual tax on LLCs, limited partnerships and general partnerships effective January 1, 2026, and the Division of Corporations now lists $400 with a $200 late penalty. A sponsor holding twenty single-asset Delaware LLCs pays $8,000 a year before registered agent fees.

The higher-profile fight of 2025 was about corporations. Delaware’s SB 21 added safe harbors for controlling stockholder transactions and narrowed books-and-records demands, and the Delaware Supreme Court upheld it on February 27, 2026. Texas answered with SB 29 and Nevada with AB 239. None of those changed the LLC acts’ core rule: the operating agreement still controls fiduciary duties in all three states.

For LLC owners, the 2025 corporate law race changed cost and dispute procedure, not fiduciary duty rules.

What did change for LLCs

Delaware’s 2025 LLC Act amendments (SB 98, effective August 1, 2025) bar a registered agent from operating only through a virtual office or mail forwarding service and require the full annual tax before a cancellation is filed. The 2026 amendments (HB 352, effective August 1, 2026) clarify that an LLC agreement may create series that are neither protected nor registered. Texas SB 29 lets entity governing documents require bench trials and a Texas forum for internal claims and confirms that LLC agreements may restrict or eliminate fiduciary duties; those details come from law firm summaries and are not yet confirmed on the Texas legislature’s site.

The structuring consequence

The extra $100 a year per Delaware entity is a real cost in a multi-entity real estate stack, and it should be priced against Wyoming or the home state where the properties sit. A sponsor forming in Texas should decide deliberately whether to write a jury waiver and forum clause into the company agreement.

What we are watching

The 2027 Delaware LLC Act amendments, usually signed in June and effective August 1. Nevada’s proposed constitutional business court, AJR 8, needs a second passage in 2027 and a public vote. Texas meets in regular session in 2027.

Timeline

  1. Delaware's 2026 LLC Act amendments clarify unprotected series

    HB 352 took effect August 1, 2026. An LLC agreement may create series that are neither protected nor registered, and a limit on a series does not block the LLC itself from merging.

    Primary source: Delaware General Assembly, HB 352 · Verified Oct 29, 2026

  2. Delaware raises the LLC annual tax to $400

    HB 400 raises the annual tax on LLCs, limited partnerships and general partnerships effective for tax year 2026, so the $400 amount is first due June 1, 2027. Most Secretary of State filing fee increases in the same law took effect August 1, 2026.

    Primary source: Delaware General Assembly, HB 400 · Verified Oct 29, 2026

  3. The Delaware Supreme Court upholds SB 21, including its retroactive reach

    In Rutledge v. Clearway Energy Group LLC, the court held that the section 144 safe harbors do not strip the Court of Chancery of jurisdiction and that applying them retroactively does not violate the Delaware Constitution.

    Primary source: Opinion, Rutledge v. Clearway Energy Group LLC · Verified Oct 29, 2026

  4. Delaware's LLC Act amendments ban virtual-office registered agents

    SB 98, signed June 30, 2025, took effect August 1, 2025. It bars a registered agent from operating only through a virtual office or mail forwarding service, broadens ratification of defective acts and requires the full annual tax before a cancellation is filed.

    Primary source: Delaware General Assembly, SB 98 · Verified Oct 29, 2026

  5. Nevada limits controlling stockholder liability and starts toward a constitutional business court

    AB 239 changed NRS chapter 78 on controlling stockholders and jury waivers for corporations; no LLC change was identified. AJR 8, the proposed business court amendment, passed both houses and needs a second passage in 2027 and a public vote.

    Reported by: Brownstein Hyatt · Verified Oct 29, 2026

  6. Texas answers with SB 29, allowing jury waivers and confirming LLC fiduciary duty limits

    SB 29 took effect on signing. It creates a business judgment presumption for corporations, lets entities adopt jury waivers and exclusive Texas forums for internal claims, and confirms that LLC agreements may restrict or eliminate fiduciary duties.

    Reported by: Gibson Dunn · Verified Oct 29, 2026

  7. Delaware rewrites its conflicted-transaction rules for corporations

    SB 21 added DGCL section 144 safe harbors for interested director and controlling stockholder transactions and narrowed section 220 inspection demands. It amended the corporation statute, not the LLC Act.

    Primary source: Delaware General Assembly, SB 21 · Verified Oct 29, 2026

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All of The "LLC" Wire

Opened October 29, 2026. Entries are dated by the event, not the write-up, and each links to its source. Education only; nothing here is legal or tax advice.

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