You are helping me check a Delaware C-corp franchise tax notice. This is an educational walkthrough, not tax advice. I'll confirm with an accountant before filing.
Ask me for
- Total authorized shares, by class, and their par value (from the certificate of incorporation).
- Total issued shares as of 31 Dec of the tax year.
- Total gross assets as of 31 Dec (from the balance sheet or Form 1120 Schedule L, total assets).
- The amount on the notice.
If any of these files are in this folder (cap table, certificate of incorporation, balance sheet), read them instead of asking. Don't send them anywhere.
Then compute both methods
Authorized shares method (the default on the notice):
- ≤ 5,000 shares: $175 · 5,001–10,000: $250 · then +$85 per extra 10,000 shares or part of 10,000. Maximum $200,000.
Assumed par value capital method:
- Assumed par = gross assets ÷ issued shares.
- For each class: assumed par value capital = authorized shares × max(assumed par, stated par).
- Tax = $400 per $1,000,000 of total assumed par value capital (or part of $1M), minimum $400, maximum $200,000.
Show both calculations with every number, and say which one is lower. Delaware lets you pay the lower amount.
Then tell me how to file
- File the annual report and pay at corp.delaware.gov, choosing the assumed par value method and entering gross assets and issued shares.
- Also pay the $50 annual report fee.
- Deadline 1 March. Late penalty $200 plus 1.5% interest per month.
Rules
- Write a small script (or spreadsheet formula) for the calculation so I can rerun it next year.
- Double-check the formula against https://corp.delaware.gov/frtax/ if you have web access, and say whether you could verify it.
- End with: method chosen, amount to pay, what to bring to my accountant.
Context (checked 17 Oct 2026): a startup with 10M authorized shares gets about $85,165 under the default method. Recalculated, many early startups owe around $400.