Delaware franchise tax
Delaware's franchise tax and annual report.
- Corporations: by 1 March
- LLCs: $400 by 1 June
- $200 if late
Corporations and LLCs, side by side
The state's own fees and dates. When we file, the state's fee is passed on at cost.
- What
- LLCThe annual tax only: no annual reportCorporationAnnual Franchise Tax Report, plus franchise tax
- Amount
- LLC$400, the same for every LLCCorporation$50 report fee, plus tax from $175 or $400 depending on the method, up to $200,000
- Due
- LLC1 June, for the year beforeCorporation1 March each year
- First year
- LLCThe full $400, with no prorationCorporationThe first year's tax is prorated
- How
- LLCPaid online to the Division of CorporationsCorporationFiled online only: Delaware requires it
- If late
- LLC$200, plus 1.5% a month on the tax and penaltyCorporation$200, plus 1.5% a month on unpaid tax
- Left unpaid
- LLCLoses good standing; cancelled after 3 yearsCorporationCharter void after 1 year
- Revival
- LLC$220, plus everything owedCorporation$189, plus everything owed
Why a startup's first notice can show $85,000
Delaware works out a corporation's tax two ways and charges the lower one. When no report has been filed with the company's figures, the state fixes the tax from its authorized shares alone, and that's what makes some notices so large.
Authorized Shares method: $175 for up to 5,000 shares, $250 for up to 10,000, then $85 for every further 10,000 shares.
Assumed Par Value Capital method: worked out from the company's total gross assets (from Schedule L of its Form 1120) and its issued shares, at $400 per million of assumed par value capital, with a $400 minimum. It needs those figures on the report.
| Authorized Shares method | $85,165 |
|---|---|
| Assumed Par Value Capital method | $400 (the minimum) |
| What it pays, with the $50 report fee | $450 |
Our calculation, using the Division of Corporations' published method.
- Tax of $5,000 or more is paid in instalments: 40% by 1 June, 20% by 1 September, 20% by 1 December and the rest by 1 March.
- A corporation with no-par stock always pays less with the Authorized Shares method.
What's filed, and who signs
A company without an EIN can still file the report and pay the tax. Delaware sends the tax notices to your registered agent in December.
For an LLC there's nothing to fill in: the state mails a statement for the $400 to its registered agent at least 60 days before 1 June, and the tax is paid online.
- The corporation's report lists the names and addresses of all its directors, and of the officer who signs.
- It's signed by an officer or a director, or by an incorporator if no board has been elected yet.
- For the Assumed Par Value Capital method, it gives the total gross assets and all issued shares.
If it's late, or missed
A corporation that misses 1 March pays a $200 penalty, and 1.5% interest a month on unpaid tax. If the tax or the report is still missing after a year, its charter becomes void; Delaware warns by 30 November.
An LLC that misses 1 June pays $200, plus 1.5% interest a month on the tax and the penalty. It stops being in good standing and can't bring a lawsuit in Delaware's courts until it pays. After 3 years unpaid, its certificate is cancelled.
Coming back takes a revival filing, $189 for a corporation or $220 for an LLC, plus every tax, penalty and interest owed.
Closing the company? The tax keeps accruing until a certificate of dissolution is filed.
Mistakes to avoid
- Paying the first notice without filing. Unfiled, the tax is fixed on authorized shares. Filing with assets and issued shares usually brings a startup to $400.
- Listing only the signing officer. The report lists every director too.
- Forgetting the LLC tax because there's no report. The $400 is still due every 1 June.
- Paying a "records" company. Delaware warns about mailings that ask for money for minutes or records. Real notices come from the state or your registered agent.
- Walking away from a company. The tax keeps accruing until it's formally dissolved.
How we file it for you
Delaware's filings are quick. Getting them wrong isn't cheap: the wrong method, a missed 1 March, or an LLC tax nobody remembered.
- For corporations, we work out both methods from the figures you give us (assets and issued shares) and file with the lower one.
- We list the directors and the signing officer, file online and pay the state at cost, after you approve it.
- For LLCs, we pay the $400 before 1 June.
- We remind you before every deadline and send you the filed copy.
- Charter void or LLC cancelled? We file the revival with everything owed.
Our fee $79 per filing, plus the state's fee at cost
Forming a new Delaware company? Your first report is included in our Complete package.
Another state? Every state's yearly filing
Questions about the Delaware filing
When is the Delaware franchise tax due?
Corporations file the Annual Franchise Tax Report and pay the tax by 1 March. LLCs pay their $400 tax by 1 June, for the year before.
Is the Delaware LLC tax $300 or $400?
$400. It rose from $300 under HB 400, from 1 January 2026. Delaware's own tax questions page still shows $300, but its tax page, its LLC tax instructions and the law all say $400.
Do I pay if the company hasn't started trading?
Yes. Every Delaware corporation owes the franchise tax, and every LLC active at any time in the year owes the $400, whether or not it did business.
Why is my franchise tax notice so high?
It's likely worked out with the Authorized Shares method. File the report with your gross assets and issued shares and Delaware uses whichever method gives the lower tax, often the $400 minimum for a startup.
Is the first year prorated?
For corporations, yes: the first year's tax covers only the part of the year the company existed. For LLCs, no: the full $400 is due.