The two methods, worked line by line
Both methods on Northwind's charter, line by line: $85,165 and $400.
Northwind's charter: 10,000,000 authorized shares at $0.00001 par, 8,000,000 issued to the founders, and $74,292.60 of total assets at September 30, used here in place of the year-end Schedule L figure.
The authorized shares method counts the shares the charter permits, the authorized shares, not the ones anyone holds. $175 for up to 5,000 shares, $250 for up to 10,000, and $85 for every further 10,000 or part of 10,000. This is the figure on the notice Delaware sends.
Method two: assumed par value capital
The assumed par value capital method starts from the balance sheet. Divide total gross assets by issued shares to get an "assumed par". Shares whose real par is below it count at the assumed par. Tax that capital at $400 per $1,000,000, with a $400 minimum. Gross assets are the total assets on the federal return's balance sheet, Schedule L of Form 1120, which is one reason the franchise tax waits on the closed year.
Where this lesson's rules come from
The sources behind this lesson's requirements, by kind. Anything marked as a convention is ours, not the rule-maker's.
- State authority
- Delaware Division of Corporations — How to Calculate Franchise Taxes (opens in a new tab)The authorized shares method and the assumed par value capital method, step by stepFree to read
- 8 Del. C. §§501–510 (opens in a new tab)Delaware franchise tax — the annual report (§502), the rates (§503), proration (§503(d)), a void charter (§510)Free to read
The words this page teaches
Each links to its glossary definition, which also names the authority behind it and the components that render it.
- Authorized shares methodThe default Delaware franchise tax calculation, from the number of shares the charter authorizes: $175 for 5,000 shares or fewer, $250 for 5,001 to 10,000, and $85 for each further 10,000 or part of 10,000, up to $200,000. It is what Delaware's notice computes, and for a startup with millions of authorized shares it runs to five figures
- Assumed par value capital methodThe alternative Delaware franchise tax calculation: assumed par (total gross assets ÷ issued shares) times authorized shares, taxed at $400 per $1,000,000, minimum $400 — usually far below the authorized shares method for a startup with millions of authorized shares
- Authorized sharesThe number of shares a corporation's certificate of incorporation permits it to issue — the ceiling, not what anyone holds. Issued shares are those actually sold or granted; the authorized shares method of the Delaware franchise tax counts the ceiling