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What do you actually owe Delaware?

Every February Delaware sends its corporations a franchise-tax notice worked out on the authorized shares method. For a startup that number is often tens of thousands of dollars. Delaware also lets you pay on the assumed par value capital method, which for most early-stage companies comes to a few hundred. Enter your figures and both methods are worked out side by side.

Your figures

Example figures: a typical seed charter. Replace with yours.

Authorized shares, by class

From your certificate of incorporation. List every class: common, and each series of preferred.

Shares actually issued at your fiscal year end, from your stock ledger or cap table.

Total assets at fiscal year end, as on your federal return (Form 1120, Schedule L).

Authorized shares method

Delaware's default. The figure on the notice.

$85,165

  • $250 for the first 10,000 shares, plus $85 for each of the 999 further blocks of 10,000 (or part): $85,165.

Assumed par value capital method

The one you can choose when you file.

Lower

$400

  • Assumed par: $500,000 of gross assets ÷ 8,000,000 issued shares = $0.062500 a share.
  • Common: 10,000,000 authorized × $0.062500 (its par of $0.00001 is below the assumed par) = $625,000.
  • Assumed par value capital $625,000: $1,000,000 or less, so the $400 minimum.

What you owe

$450

$400 franchise tax on the assumed par value capital method, plus the $50 annual-report fee. $84,765 less than the authorized-shares figure.

  • To pay the lower figure you must file the annual report with your gross assets and issued shares. The notice Delaware sends shows the authorized-shares figure; it is not what you owe if you file this way.
  • Due by 1 March each year with the $50 annual-report fee. Late filing costs a $200 penalty plus 1.5% interest a month on unpaid tax.

File and pay on Delaware's own site ↗

Next: are your shares QSBS? →

A calculator, not tax or legal advice. It follows the schedules Delaware's Division of Corporations publishes, checked 6 October 2026; check the current rates on Delaware's site before you file. Large corporate filers (listed companies with $750m or more of revenue or assets) pay a different rate and are not covered.