Key figures
Delaware compliance
2026, with sources
- Minimum tax, authorized shares method
- $175Up to 5,000 shares; $250 for 5,001–10,000, then $85 per additional 10,000.
- Minimum tax, assumed par value capital
- $400$400 per $1 million (or part) of assumed par value capital.
- Franchise tax estimates
- Quarterly from $5,000When the tax is $5,000 or more: 40% Jun 1, 20% Sep 1, 20% Dec 1, the rest Mar 1.
Delaware franchise tax: two methods, one bill
Every Delaware corporation files an annual report and pays franchise tax to the Division of Corporations by March 1, for the year just ended. The tax can be computed two ways. The authorized shares method counts the shares the charter authorizes, which is cheap for a company with 5,000 shares and expensive for a startup that authorized 10 million for its option pool.
The assumed par value capital method uses total gross assets and issued shares from the year-end balance sheet. For an early-stage company with modest assets it usually comes out near the $400 minimum. The company may pay the lower of the two, but only by reporting issued shares and gross assets, which is why the year-end balance sheet matters for this filing.
- Authorized shares: $175 up to 5,000 shares, $250 for 5,001–10,000, plus $85 per additional 10,000.
- Assumed par value capital: gross assets ÷ issued shares = assumed par; × authorized shares; $400 per million.
- Minimum $400 on assumed par value capital, $175 on authorized shares; maximum $200,000.
- Due with the annual report by March 1; $50 report fee on top.
Registered agent, good standing, and the calendar
Every Delaware corporation keeps a registered agent with a Delaware address. Missing the annual report adds a $200 penalty and 1.5% interest a month on the tax and penalty; the corporation also stops being in good standing, which shows up in financings, bank onboarding and acquisitions.
A company actually doing business in Delaware also has a business license from the Division of Revenue, renewed each December 31, and files the corporate income tax return on the 15th day of the fourth month after year end. A timely federal extension extends the Delaware filing date by six months, but not the payment. Estimated tax runs in four installments: 50% with the declaration in the fourth month, then 20%, 20% and 10%.
Unclaimed property, every year
Most holders file their Delaware unclaimed property report by March 1, for property that went dormant by the prior December 31. Delaware enforces this through verified report requests and audits, because property without an owner address belongs to the state of incorporation. A company that has never filed can come forward through the Secretary of State’s Voluntary Disclosure Agreement program.
Deadlines
- Mar 1Annual report and franchise tax for domestic corporationsAnnual Franchise Tax Report
- Mar 1Unclaimed property holder report for most holders (Dec 31 period end)
- 15th day of the 4th month after year endCorporate income tax return, for corporations doing business in DelawareCIT-TAX
- Jun 30Foreign corporation annual report
- Jun 1, Sep 1, Dec 1Franchise tax estimates when the annual tax is $5,000 or more (40%, 20%, 20%, balance Mar 1)
- Jun 1Delaware LLC and LP annual tax ($400)
- Dec 31Business license renewal
The federal baseline
This page covers what Delaware adds. The federal rules underneath it apply here too.
Common questions
We operate entirely in another state. Do we still owe Delaware franchise tax?
Yes. The franchise tax is imposed on every Delaware corporation for the privilege of being incorporated there, unless it is specifically exempt. Where the company operates, sells or hires doesn’t change it. The Division of Revenue’s own instructions say so: a corporation exempt from the income tax return still owes the annual franchise tax.
How are the two franchise tax methods calculated?
The authorized shares method charges $175 for up to 5,000 authorized shares, $250 for 5,001–10,000, and $85 for each additional 10,000. The assumed par value capital method divides total gross assets by issued shares to get an “assumed par”, applies it to authorized shares, and charges $400 per million of the result, with a $400 minimum. The maximum under either is $200,000. A company may pay on whichever method gives the lower tax, but must report issued shares and gross assets to use the second.
Do we need a registered agent if we have no Delaware office?
Yes. Every Delaware corporation must keep a registered agent with an office in Delaware. Commercial registered agents also forward service of process and the state’s franchise tax notices, so a lapsed agent is how companies miss the March 1 deadline.
What does Delaware charge an LLC instead?
A Delaware LLC files no annual report and pays no franchise tax computed on shares. It pays a flat annual tax of $400, due June 1, with a $200 penalty and 1.5% monthly interest if it is late.
Do we have to prepay the franchise tax?
Once the franchise tax for a year reaches $5,000, Delaware wants it in installments during that year: 40% by June 1, 20% by September 1, 20% by December 1, and the balance with the annual report on March 1. A startup that has grown into a five-figure bill on the authorized shares method usually finds this out from the first estimate notice.
Compliance next door
- MDMaryland complianceMaryland compliance is a $300 annual report to SDAT by April 15, Form 500 in the fourth month after year end, and unclaimed property by October 31.
- NJNew Jersey complianceNew Jersey compliance is a $75 annual report in the company’s anniversary month, the CBT return a month after the federal one, and an unclaimed property report before November 1.
- PAPennsylvania compliancePennsylvania compliance is the RCT-101 by May 15, a new $7 annual report by June 30, and unclaimed property by April 15. Philadelphia adds its own business tax and license.
Founder guides on this
- ComplianceFirst-year compliance calendar for a Delaware C-corpDelaware franchise tax, 1099s, the federal return, payroll filings, state annual reports and sales tax: the deadlines a young C-corp misses most, by month.
- FundraisingAudit-ready books before your Series AInvestors, lenders and auditors ask for the same things: accrual statements, reconciled accounts and support for every balance. How to be ready first.
More of the Delaware guide
- AccountingAccounting and state tax in DelawareCorporate tax, conformity to federal rules, apportionment and what it does to your books
- ReceivablesReceivables and sales tax in DelawareSales tax registration, economic nexus, whether SaaS is taxable, and collecting from customers
- PayablesPayables and contractors in DelawarePaying vendors and contractors: 1099 filing, use tax, contractor tests and withholding
- PayrollPayroll taxes and employer rules in DelawareWithholding, unemployment insurance, paid leave, minimum wage and the rules on paydays
- AdvisoryAdvisory: credits and decisions in DelawareCredits, incentives and the decisions that are cheaper to get right the first time
Sources
Checked against each agency’s own page on . Rates and thresholds change, usually on January 1.
General information for US companies, not tax, legal or accounting advice for yours. Rules and thresholds change; confirm the specifics with a CPA or the agency before you act on them.