Delaware corporation franchise tax filing

Key obligations and deadlines - Domestic Delaware corporations: File the Annual Report and pay franchise tax online on or before March 1 each year. Failure to file/pay by March 1 triggers a $200 late penalty plus interest at 1.5% per month on unpaid tax and penalty. (State requires online filing for domestic corps.) - Foreign corporations (incorporated outside Delaware but registered in Delaware): File their Annual Report with a filing fee and generally have a different deadline (state guidance references June 30 for foreign corporations). (Mail/fax options noted for foreign corps.) - Alternative entities (LLCs, LPs, GPs): No Annual Report but must pay the flat annual tax ($300) by the due date (state guidance shows June 1 for alt entities).

How franchise tax is calculated (two methods — choose the lower amount) 1) Authorized Shares Method (default/state-calculated): based on number of authorized shares. Key points: minimum tax $175 (for up to 5,000 shares); tiers above that increase the tax; maximum tax generally $200,000 (higher cap of $250,000 for identified Large Corporate Filers). 2) Assumed Par Value Capital (APVC) Method: based on company’s total gross assets (per federal return) divided by issued shares to get assumed par value per share, then multiplied by authorized shares to get Assumed Par Value Capital; tax assessed at a rate expressed per $1,000,000 of APVC.

Minimum under this method is higher (state cites $400 minimum). Corporations may recalculate using either method to minimize tax.

Minimums, maximums, and large filers - Minimum franchise tax using Authorized Shares: $175; plus annual report filing fee ($50) for non-exempt domestic corp. (Total minimum ~ $225). - Minimum using Assumed Par Value method: $400 (plus filing fee). - Maximum tax: typically $200,000; Large Corporate Filers (publicly listed and meeting revenue/asset thresholds) may be subject to a $250,000 annual tax.

Estimated tax payments - Corporations owing $5,000 or more must make estimated franchise tax payments quarterly (example schedule: 40% due June 1, 20% Sept 1, 20% Dec 1, remainder due March 1). Penalty, interest, and loss of good standing - Late filing penalty: $200; interest accrues at 1.5% per month on unpaid tax and penalty.

Failure to file/pay for extended periods can result in loss of good standing and possible charter voiding. What you need to prepare to file (domestic corporations filing online) - Delaware Business Entity File Number (found via Delaware entity search) - Federal EIN (recommended to enter) - Principal place of business and physical address - Names and addresses of directors and officers - Number of authorized shares and par value information (issued shares and gross assets if using APVC method) - Contact information for the person completing the filing How to file and pay - Domestic corporations: file Annual Report and pay online via the Delaware Division of Corporations Annual Report and Tax portal.

Payment methods: ACH (electronic check) and major credit cards are accepted. The Division’s site contains the franchise tax calculator and online filing tool. - Foreign corporations: filing/payment procedures differ (state references mailing/fax submission and a separate deadline/fee for foreign filers).

Common practical guidance and best practices - Calculate tax both ways each year (Authorized Shares vs. APVC) and choose the lower tax; larger-capital corporations often benefit from APVC. - Keep accurate issued shares and gross assets (Schedule L from federal return) documents available when using APVC. - File early (avoid last-minute technical issues) and enroll a registered agent or renewal service if you want reminders/outsourcing. - Watch estimated-payment thresholds: if expected tax >= $5,000, plan estimated payments to avoid underpayment issues. - If you receive a state notice showing the Authorized Shares calculation, verify if APVC produces a lower liability before paying. - Be wary of solicitation scams — rely on state portal communications and your registered agent.

Correction/amendment options - The state allows amended filings (procedures noted on state site and professional advisors); deadlines for corrections vary — check the Division of Corporations FAQs and instructions.

Key obligations and deadlines - Domestic Delaware corporations: File the Annual Report and pay franchise tax online on or before March 1 each year. Failure to file/pay by March 1 triggers a $200 late penalty plus interest at 1.5% per month on unpaid tax and penalty. (State requires online filing for domestic corps.) - Foreign corporations (incorporated outside Delaware but registered in Delaware): File their Annual Report with a filing fee and generally have a different deadline (state guidance references June 30 for foreign corporations). (Mail/fax options noted for foreign corps.) - Alternative entities (LLCs, LPs, GPs): No Annual Report but must pay the flat annual tax ($300) by the due date (state guidance shows June 1 for alt entities).

How franchise tax is calculated (two methods — choose the lower amount) 1) Authorized Shares Method (default/state-calculated): based on number of authorized shares. Key points: minimum tax $175 (for up to 5,000 shares); tiers above that increase the tax; maximum tax generally $200,000 (higher cap of $250,000 for identified Large Corporate Filers). 2) Assumed Par Value Capital (APVC) Method: based on company’s total gross assets (per federal return) divided by issued shares to get assumed par value per share, then multiplied by authorized shares to get Assumed Par Value Capital; tax assessed at a rate expressed per $1,000,000 of APVC.

Minimum under this method is higher (state cites $400 minimum). Corporations may recalculate using either method to minimize tax.

Minimums, maximums, and large filers - Minimum franchise tax using Authorized Shares: $175; plus annual report filing fee ($50) for non-exempt domestic corp. (Total minimum ~ $225). - Minimum using Assumed Par Value method: $400 (plus filing fee). - Maximum tax: typically $200,000; Large Corporate Filers (publicly listed and meeting revenue/asset thresholds) may be subject to a $250,000 annual tax.

Estimated tax payments - Corporations owing $5,000 or more must make estimated franchise tax payments quarterly (example schedule: 40% due June 1, 20% Sept 1, 20% Dec 1, remainder due March 1). Penalty, interest, and loss of good standing - Late filing penalty: $200; interest accrues at 1.5% per month on unpaid tax and penalty.

Failure to file/pay for extended periods can result in loss of good standing and possible charter voiding. What you need to prepare to file (domestic corporations filing online)

- Watch estimated-payment thresholds: if expected tax >= $5,000, plan estimated payments to avoid underpayment issues.

• Delaware Business Entity File Number (found via Delaware entity search)
• Federal EIN (recommended to enter)
• Principal place of business and physical address
• Names and addresses of directors and officers
• Number of authorized shares and par value information (issued shares and gross assets if using APVC method)
• Contact information for the person completing the filing How to file and pay
• Domestic corporations: file Annual Report and pay online via the Delaware Division of Corporations Annual Report and Tax portal. Payment methods: ACH (electronic check) and major credit cards are accepted. The Division’s site contains the franchise tax calculator and online filing tool.
• Foreign corporations: filing/payment procedures differ (state references mailing/fax submission and a separate deadline/fee for foreign filers). Common practical guidance and best practices
• Calculate tax both ways each year (Authorized Shares vs. APVC) and choose the lower tax; larger-capital corporations often benefit from APVC.
• Keep accurate issued shares and gross assets (Schedule L from federal return) documents available when using APVC.
• File early (avoid last-minute technical issues) and enroll a registered agent or renewal service if you want reminders/outsourcing.
• If you receive a state notice showing the Authorized Shares calculation, verify if APVC produces a lower liability before paying.
• Be wary of solicitation scams — rely on state portal communications and your registered agent. Correction/amendment options
• The state allows amended filings (procedures noted on state site and professional advisors); deadlines for corrections vary — check the Division of Corporations FAQs and instructions.