Every corporation formed in Delaware pays a franchise tax each year with its annual report, due March 1. Delaware offers two ways to compute it and charges the lower, but its assessment is based on authorized shares, the first method, which can make a startup with millions of authorized shares look as if it owes tens of thousands of dollars. Enter your shares, and your issued shares and assets for the second method, to see both.
- Authorized shares, all classes
- 0
- Assumed par (assets divided by issued shares)
- None
- Assumed par value capital
- None
- Assumed no-par capital ($100 a share)
- None
- Franchise tax
- $0
- Annual report fee
- $50
A tax of $5,000 or more is paid in installments: 40% by June 1, 20% by September 1, 20% by December 1 and the rest by March 1.
Delaware LLCs do not pay this tax or file an annual report. Every Delaware LLC pays a flat $400 annual tax by June 1, with no report to file. A late payment costs a $200 penalty plus 1.5% interest a month. The tax is owed for any year the LLC is active on the records, and it is not prorated. Source, checked 2026-10-26
Figures for tax year 2026, checked 2026-10-26, from the Division of Corporations' tax instructions and annual report page. Domestic, non-exempt corporations in existence all year. Not legal or tax advice.
How it calculates
Authorized Shares method
$175 for 5,000 authorized shares or fewer, $250 for 5,001 to 10,000, and $85 more for each further 10,000 shares or part of them. Delaware's examples: 10,005 shares pay $335 ($250 plus $85), and 100,000 shares pay $1,015 ($250 plus nine times $85).
Assumed Par Value Capital method
- Divide total gross assets by the total issued shares, to six decimal places: the assumed par.
- Multiply the authorized shares whose par value is below the assumed par by the assumed par.
- Multiply the authorized shares whose par value is above it by their own par value.
- Add the two: the assumed par value capital.
- The tax is $400 for each million of that capital or part of a million, and at least $400.
Delaware's example: 1,000,000 shares at $1.00 par and 250,000 shares at $5.00 par, 485,000 shares issued and $1,000,000 of gross assets. The assumed par is $2.061856, so the capital is $2,061,856 plus $1,250,000, or $3,311,856, and the tax is four times $400: $1,600. The Authorized Shares method would charge the same company $10,790.
Either way the tax is never more than $200,000, and the annual report adds a $50 filing fee.
Assumptions and limits
- A domestic, non-exempt corporation that existed for the whole year. A corporation formed or dissolved during the year, or one that changed its authorized shares, pays a prorated tax (8 Del. C. section 503).
- Gross assets are the total assets reported on Form 1120, Schedule L. Without issued shares and assets, Delaware uses the Authorized Shares method.
- No-par stock: the Division's page notes that the Authorized Shares method is always lower for it. For the second method the calculator counts no-par shares at $100 each, as section 503(a)(2) sets out.
- A large corporate filer, a listed company above the revenue and asset limits in the law, pays a flat $250,000 instead.
- Exempt corporations pay no tax and a lower report fee; corporations formed elsewhere and registered in Delaware file their own annual report, with a $250 fee, by June 30 (Division of Corporations).
- Missing the March 1 deadline costs a $200 penalty, and unpaid tax carries 1.5% interest a month.
Sources
- Delaware Division of Corporations: how to calculate franchise taxes, the two methods and the examples above.
- Annual report and tax instructions: the $50 report fee, the maximum and the large corporate filer rate.
- Delaware Code, title 8, chapter 5: the law behind both methods.
To start a business there, see how to start an LLC in Delaware or look up an existing company in the Delaware business lookup.
General information, not legal or tax advice. Figures for tax year 2026, checked 2026-10-26 against the official sources above; the Division of Corporations' assessment is what you owe. How we check our facts · Report an error