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Delaware C-Corp: Franchise Tax, Annual Report and Cost

A Delaware C-Corp files an annual report and pays franchise tax every year by March 1. The calculation method decides the bill: the Authorized Shares method can produce a large tax for a startup with millions of shares, while the Assumed Par Value Capital method usually brings it down sharply. Most US venture investors still expect a C-Corp rather than an LLC.

Facts checked against official sources on 7 November 2026

How Delaware franchise tax is calculated

Delaware offers two methods and you pay the lower result. Under the Authorized Shares method, 5,000 shares or fewer cost the minimum $175; 5,001 to 10,000 shares cost $250; each further 10,000 shares or part of them add $85, up to a maximum of $200,000.

That is why startups get alarming notices: a company with 10,000,000 authorized shares owes $85,165 under this method. The Assumed Par Value Capital method starts at $400 and uses issued shares and total gross assets, so for most early-stage companies it is far cheaper. Use the state’s calculator and file with the method that gives the lesser tax.

Delaware annual report: due March 1

Every active Delaware corporation files an annual report and pays franchise tax by March 1, online only. The filing fee is $50 for a non-exempt domestic corporation and $25 for an exempt one.

Missing the deadline costs a $200 penalty plus 1.5% interest per month on tax and penalty. Companies owing $5,000 or more pay in instalments: 40% by June 1, 20% by September 1, 20% by December 1 and the rest by March 1. The state sends the reminders to your registered agent in December.

How an LLC differs

A Delaware LLC files no annual report and pays a flat $400 annual tax by June 1. A C-Corp files the annual report and pays franchise tax by March 1, calculated by one of the two methods above.

What a Delaware C-Corp costs each year

The state minimum is $225 a year: $175 franchise tax under the Authorized Shares method plus the $50 annual report fee. On top of that comes your registered agent’s fee, which the agent sets, not the state, and any tax above the minimum if you have many authorized shares.

The official rules that apply

  • The minimum franchise tax is $175 under the Authorized Shares method and $400 under the Assumed Par Value Capital method; maximum tax is $200,000.
  • The Annual Report filing fee for domestic (non-exempt) corporations is $50 plus taxes due.
  • Taxes and Annual Reports must be received no later than March 1 each year.
  • Authorized Shares method: 5,000 shares or less pay the minimum $175; 5,001–10,000 shares pay $250; each additional 10,000 shares or portion thereof adds $85; maximum annual tax $200,000.
  • Corporations owing $5,000 or more pay estimated franchise tax: 40% due June 1, 20% by September 1, 20% by December 1 and the remainder by March 1.
  • Failure to file the annual report and pay franchise tax by March 1 results in a $200 penalty plus 1.5% interest per month on tax and penalty; annual reports must be filed online.
  • Annual Report filing fees: exempt domestic corporations $25, non-exempt domestic corporations $50. A Large Corporate Filer pays a maximum tax of $250,000.
  • Delaware LLCs file no annual report and pay a flat annual tax of $400 due by June 1; a late payment adds a $200 penalty plus 1.5% interest a month.

Side by side: Delaware C-Corp vs LLC.

Registration basics in Delaware

Company typeLimited Liability Company (LLC)
Government filing fee$110 — State filing fee for an LLC Certificate of Formation. Paid expedite options: 24-hour $50, same-day $100.
Registration timeThe Division publishes no standard processing time; expedited filing is sold as 24-hour, same-day, 2-hour or 1-hour service.
Resident directorNo resident member or manager requirement is stated.
Visit, notary or lawyerNo in-person step is stated; filing goes through a Delaware registered agent.
Registered addressEvery entity must keep a registered office and registered agent in Delaware with a physical street address. A PO box alone is not acceptable.
Minimum capitalNot stated
Corporate taxAn LLC’s income tax treatment depends on its members; we do not summarise it here.
Every yearAnnual LLC tax of $400 is due by June 1 (Division of Corporations tax instructions, checked 12.10.2026); late payment adds a $200 penalty plus 1.5% interest a month. The older formation page still shows $300. LLCs file no annual report.

Full step-by-step guide: company registration in Delaware.

Sources

  • corp.delaware.gov, checked 27 September 2026
  • corp.delaware.gov, checked 27 September 2026
  • corp.delaware.gov, checked 27 September 2026
  • corp.delaware.gov, checked 9 October 2026
  • corp.delaware.gov, checked 9 October 2026
  • corp.delaware.gov, checked 9 October 2026
  • corp.delaware.gov, checked 9 October 2026
  • corp.delaware.gov, checked 7 November 2026
FAQ · 4 questions

Frequently asked questions

By March 1 each year, together with the annual report, for every active Delaware corporation. Companies that owe $5,000 or more pay in instalments: 40% by June 1, 20% by September 1, 20% by December 1 and the remainder by March 1.

Recalculate it with the Assumed Par Value Capital method. The default Authorized Shares method can bill tens of thousands of dollars for millions of shares; the alternative method starts at $400 and uses issued shares and gross assets. The state charges whichever result you file, so use its calculator first.

Not the corporate franchise tax. A Delaware LLC pays a flat $400 annual tax by June 1 instead and files no annual report, according to the Division of Corporations tax instructions.

A $200 penalty plus interest of 1.5% per month on the unpaid tax and penalty. The report and tax are due by March 1 and must be filed online; the state sends notices to the registered agent in December.