- 1Jan 31 · 1099-NECTo contractors and the IRS
- 2Mar 1 · Delaware franchise taxCorporations: report and payment
- 3Apr 15 · Form 1120Federal return, calendar-year C-corp
- 4Jun 1 · Delaware LLC taxLLCs pay a flat annual tax instead
- 5Oct 15 · Form 1120, extendedSix months on Form 7004; tax was due in April
Every quarter · payroll returns, by your provider
Set by events · an 83(b) election within 30 days of a grant
January
Form 1099-NEC is due to contractors and the IRS by January 31 for each contractor paid $2,000 or more in the year. That threshold applies to payments made from 2026 on and is indexed for inflation after 2026; for payments made in 2025 it was $600. Payments to corporations generally don’t need one (legal fees are the exception), and nor do payments by card or through a payment processor, which the processor reports instead. All of it requires a W-9 on file for each contractor and books that know who was paid what.
Payroll closes out the year at the same time. W-2s go to employees and to the Social Security Administration by January 31, as do the fourth-quarter Form 941 and the annual federal unemployment return, Form 940. Your payroll provider files them if it’s set up correctly; checking that it did is yours.
March
The Delaware annual franchise tax report and payment are due March 1 for corporations, with a $50 filing fee on top of the tax. The default invoice is often calculated with the authorized shares method, which can produce an alarming five- or six-figure number for a startup with ten million authorized shares. Recalculating with the assumed par value capital method, which needs your total gross assets at year end and your issued shares, usually brings it down to hundreds or low thousands of dollars. Delaware LLCs pay a flat $300 annual tax by June 1 instead.
A worked example, using Delaware’s published rates. A company has 10,000,000 authorized shares at $0.00001 par, 8,000,000 issued, and $2,000,000 of gross assets on December 31. The authorized shares method charges $250 for the first 10,000 shares and $85 for each further 10,000 or part of it: $250 plus 999 × $85, or $85,165. The assumed par value capital method divides gross assets by issued shares, $2,000,000 ÷ 8,000,000 = $0.25 a share, and multiplies by the authorized shares: $2,500,000 of assumed par value capital. The rate is $400 for each $1,000,000 or part of one, so 3 × $400 = $1,200. With the $50 report fee, the company pays $1,250, not $85,215. The minimum under that method is $400, and the maximum under either is $200,000 for most companies.
That gross-assets figure is the year-end balance sheet, due in Delaware six weeks before the federal return. It’s one more reason to have December closed by February.
- Authorized shares
- 10,000,000
- Issued shares
- 8,000,000
- Gross assets, Dec 31
- $2,000,000
- Authorized shares methodOften what the notice shows$85,165
- First 10,000 shares: $250
- 999 more blocks of 10,000 × $85: $84,915
- Assumed par value capital methodWhat you can file instead$1,200
- $2,000,000 ÷ 8,000,000 issued = $0.25 a share
- $0.25 × 10,000,000 authorized = $2,500,000
- $400 per $1,000,000 or part of one: 3 × $400
April
The federal corporate return, Form 1120, is due on the 15th day of the fourth month after year end: April 15 for calendar-year C-corps. An automatic six-month extension to October 15 is available on Form 7004, but it extends the time to file, not to pay; any tax owed is still due in April. State returns follow similar dates. If you’re claiming the R&D credit, it’s computed with the return, and a qualified small business can elect on that return to apply up to $500,000 a year of it against payroll taxes.
Every quarter and every month
The recurring filings are mostly handled by a provider, which is why they fail quietly when the provider was set up for one state and you now employ people in three:
- Form 941, federal payroll taxes: April 30, July 31, October 31 and January 31, with deposits monthly or more often in between.
- State withholding and unemployment returns: on each state’s own schedule, in every state where you have employees.
- Sales tax returns: monthly, quarterly or annual depending on the state and your volume, once you’re registered.
- Corporate estimated income tax, once you expect to owe $500 or more for the year: April 15, June 15, September 15 and December 15.
Whenever they happen
Some deadlines are set by events rather than the calendar:
- 83(b) elections must be filed with the IRS within 30 days of a restricted stock grant, by mail or online on Form 15620. There is no fix for a missed one.
- A new employee in a new state means registering for that state’s payroll taxes, and possibly foreign-qualifying the company there.
- A priced round or option grant usually means a fresh 409A valuation, which will ask for current financial statements.
- Foreign-qualifying in a state usually brings its own annual report and minimum tax, on that state’s dates.
Common questions
Why is my Delaware franchise tax bill so high?
Because Delaware’s notice typically uses the authorized shares method, which is driven by how many shares you’ve authorized rather than what the company is worth. Filing with the assumed par value capital method, using gross assets from your balance sheet and your issued shares, usually produces a far smaller tax for early-stage companies. You pay whichever method gives the lower figure.
Do I still need to file if the company had no revenue?
Yes. A C-corp files a federal return every year it exists, and Delaware’s franchise tax and annual report are due regardless of revenue. Pre-revenue years often generate losses and R&D credits worth carrying forward, which is another reason to file them properly.
Does my startup need to file a beneficial ownership (BOI) report?
Not if it was formed in the US. FinCEN’s beneficial ownership reporting under the Corporate Transparency Act was narrowed in March 2025 to companies formed outside the US that register to do business here, and a final rule in 2026 made the exemption for US companies permanent. A notice asking a US startup to file a BOI report, or to pay for one, is most likely a solicitation or a scam. Some states run their own ownership disclosure rules, which are separate.
What happens if we miss the Delaware deadline?
Delaware charges a $200 penalty for a late annual report plus interest of 1.5% a month on the unpaid tax and penalty, and a company that stays delinquent loses its good standing, which a bank, a lender or an investor’s lawyer will check before closing. Federal late-filing and late-payment penalties are separate and run monthly.
Deciding who keeps your books? Bench alternative: Bench vs Lopifi · Fondo vs Lopifi: startup books and tax
Terms in this guide
Each one has its own page in the founder glossary. Hover for the short version, or open the full entry.
Keep going
From here: the lesson behind it and the state guides that cite it.
- Lesson 11 · 10 minThe balance sheetThe other three account types, at one instant — and the single line where the month's profit lands, which is what ties the two statements together.
- State guides · cited in 51 statesFederal compliance for startupsThe federal compliance calendar is short but unforgiving: Form 1120 and its extension, estimated tax once there is a profit, 83(b) elections, Form 3921 and Form D around equity events, and Form 5472 if the owners are foreign. BOI reporting no longer applies to US companies.
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More founder guides
- Tax calendarStartup tax deadlines by month for a C-corpFederal tax deadlines for a calendar-year C-corp, month by month: W-2s, 1099s, Form 941, Form 1120, estimated taxes and Delaware franchise tax.
- EquityStock options, 409A valuations and vesting for startupsHow option strike prices are set by a 409A valuation, how vesting and the cliff work, and why ASC 718 makes every grant an expense on your P&L.
- SAFEsHow to account for SAFEs on your balance sheetA SAFE is cash today and shares later. Why it usually sits with liabilities, how the cap and discount set conversion, and what to book at the priced round.
- Vibe accountingCan you vibe code your startup’s accounting?AI coding tools build a finance dashboard in an afternoon, but not a closed, reconciled, GAAP-basis ledger. Where the line is, and how to stay inside it.
General information for US companies, not tax, legal or accounting advice for yours. Rules and thresholds change; confirm the specifics with a CPA before you act on them.