Delaware Corporate Franchise Tax Calculator
Did the State of Delaware send your corporation an $85,000+ tax notice? Under Delaware General Corporation Law, you are legally entitled to calculate your tax using the Assumed Par Value Capital Method, reducing standard startup liability to $400.
Live SEC EDGAR Benchmark Engine
XBRL Real-Time FeedBenchmark using actual balance sheet assets (Form 1120 Sched. L) & issued shares from SEC 10-K/10-Q filings.
1. Corporate Cap Table & Assets
Data from Certificate of Incorporation & IRS Form 1120
Reported on IRS Form 1120, Schedule L, Line 15d (End of Tax Year)
Actual shares held by founders, investors, and team (NOT total authorized)
Authorized Stock Classes
Enter all classes of stock authorized in your Certificate of Incorporation.
By electing the Assumed Par Value Capital Method on your Annual Report, legally required franchise tax is reduced from the default notice of $85,215.00 to $450.00 USD.
Assumed Par Value Capital Method
8 Del. C. § 503(a)(2)Authorized Shares Method (Default Notice)
8 Del. C. § 503(a)(1)Need Help Filing Your Delaware Annual Report?
Avoid costly miscalculations, late penalties ($200 + 1.5% interest), or loss of Good Standing with verified partners.
Northwest Registered Agent
Delaware Registered Agent & Annual Report FilingTop privacy-first registered agent in Delaware. They can handle your annual report filing directly with the Division of Corporations, ensuring you use the Assumed Par Value method.
- Never miss March 1 / June 1 deadlines
- Instant mail forwarding & local address
- $125/yr Delaware Registered Agent service
Firstbase Agent & Tax
Automated Startup Compliance HubComplete automated state compliance and Delaware annual report management for venture-backed founders and global remote companies.
- Automated Franchise Tax calculation
- Maintains Certificate of Good Standing
- 50-State multi-jurisdiction tracking
Doola Total Compliance
Bookkeeping, IRS & Delaware FilingsIdeal for international and US founders. Doola pairs you with dedicated CPAs to handle your IRS Form 1120 and Delaware franchise tax filing simultaneously.
- Dedicated CPA & bookkeeping team
- Extracts Form 1120 Sched. L Gross Assets
- Zero penalty guarantee
Why Did Delaware Assess an $85,000+ Tax Notice?
When incorporating in Delaware (whether via Stripe Atlas, Clerky, Firstbase, or corporate legal counsel), the Certificate of Incorporation routinely authorizes 10,000,000 shares of common stock with a nominal par value of $0.00001 per share to facilitate equity grants to co-founders, advisors, and option pools.
Every year in December and January, the Delaware Division of Corporations automatically generates tax assessments using the Authorized Shares Method (8 Del. C. § 503(a)(1)). Under this default formula, any entity authorizing 10 million shares is assessed:
You are NOT required to remit this default assessment. Under Title 8 of the Delaware Code § 503(a)(2), corporations may file their Annual Report using the Assumed Par Value Capital Method, which computes statutory franchise tax based on your actual balance sheet assets and issued stock.
Comparison: Both Statutory Delaware Tax Methods
8 Del. C. § 503(a)(1) vs 8 Del. C. § 503(a)(2)
| Metric | Authorized Shares Method | Assumed Par Value Method (Recommended) |
|---|---|---|
| Governing Statute | 8 Del. C. § 503(a)(1) | 8 Del. C. § 503(a)(2) |
| Primary Inputs | Total Authorized Shares only | Gross Assets (Form 1120) & Issued Shares |
| Statutory Minimum Tax | $175.00 | $400.00 |
| Standard 10M Shares Startup | $85,215.00 | $450.00 |
| Annual Report Filing Fee | $50.00 | $50.00 |
| Statutory Due Date | March 1st (11:59 PM EST) | March 1st (11:59 PM EST) |
| Statutory Late Penalty | $200.00 + 1.5%/month interest | $200.00 + 1.5%/month interest |
Assumed Par Value Guide
Understand the exact statutory math, ratio rounding, and multi-class preferred stock examples.
Read Full GuideForm 1120 Schedule L Guide
Exact instructions on locating Line 15(d) Total Assets on your corporate federal tax return.
View IRS WalkthroughDeadlines & Penalty Guide
Everything about March 1 (C-Corp) vs June 1 (LLC), $200 penalties, and restoring Good Standing.
Check Penalty RulesFrequently Asked Questions
Common questions about Delaware Franchise Tax filing, annual reports, and compliance.
How do I submit the Assumed Par Value calculation on the Delaware state portal?
When you log into the Delaware Division of Corporations filing portal (corp.delaware.gov/paytaxes), the initial page displays the high assessment calculated via Authorized Shares. Click "Recalculate Tax", input your Gross Assets and Issued Shares, and click submit. The portal recalculates your liability in real time down to the Assumed Par Value statutory rate.
What if our corporation has not yet filed Federal Form 1120?
Delaware corporate tax returns are due on March 1st, whereas federal returns (IRS Form 1120) are typically due on April 15th (or October 15th under extension). Delaware law explicitly allows corporations to report their estimated Total Gross Assets as of the close of the preceding calendar year (December 31st). If your entity had zero bank balance and zero physical or intangible assets at year-end, report $0; statutory minimum tax of $400 will apply.
What are the legal consequences of non-payment or delinquency?
Failure to remit annual franchise tax and submit your annual report by March 1st results in an immediate statutory $200.00 penalty plus 1.5% interest compounded monthly (8 Del. C. § 502). If unpaid for over one year, Delaware places the corporation into "Void / Forfeited" status, revoking corporate existence, eliminating limited liability shields, and preventing valid contracts or venture financings until a formal Certificate of Revival is filed.