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Founder tax calculator

Delaware franchise tax calculator

Every Delaware corporation files an annual report and pays franchise tax by March 1. The state's notice usually uses the Authorized Shares method, which can show a five-figure bill for a startup with 10 million authorized shares. The Assumed Par Value Capital method is often a few hundred dollars. You may pay the lower of the two.

Your inputs

From your certificate of incorporation, all classes combined.
$
Startups usually use $0.00001 or $0.0001.
All issued and outstanding shares, including treasury shares, at year end.
$
Total assets from Form 1120, Schedule L, for the fiscal year ending in the tax year.
After March 1. Interest is 1.5% a month on unpaid tax.

Result

$450 due by March 1

$400 franchise tax by the Assumed Par Value Capital method plus the $50 annual report fee. The Authorized Shares method would be $85,165.

Authorized Shares method
$85,16510,000,000 authorized shares
Assumed par value
$0.062500gross assets / issued shares
Assumed par value capital
$625,000
Assumed Par Value Capital method
$400
Franchise tax (lower method)
$400
Annual report fee
$50
Late penalty and interest
$0none if filed by March 1
Total due
$450

Worked examples

Each row is the calculator run on the inputs shown, with every other input at its default.

CompanyAuthorizedGross assetsAuthorized Shares methodAssumed Par method
Newly formed, 10M shares10,000,000$10,000$85,165$400
Pre-seed, $500k raised10,000,000$500,000$85,165$400
Seed, $3M in the bank10,000,000$3,000,000$85,165$1,600
Series A, 20M shares, $15M assets20,000,000$15,000,000$170,165$7,600
Series B, 50M shares, $60M assets50,000,000$60,000,000$200,000$30,000
Small company, 5,000 shares5,000$100,000$175$400

How it is calculated

Delaware lets a corporation pay the lower of two calculations. The minimum tax is $175 under the Authorized Shares method and $400 under the Assumed Par Value Capital method; the maximum is $200,000 ($250,000 for Large Corporate Filers).

Authorized Shares: 5,000 shares or less $175; 5,001 to 10,000 $250; each further 10,000 shares or part of 10,000 adds $85 Assumed Par Value Capital: assumed par = total gross assets / issued shares (6 decimal places) capital = authorized shares x assumed par (if your par value is below the assumed par) = authorized shares x par value (if your par value is higher) tax = $400 per $1,000,000 of capital, rounded up to the next million above $1M; minimum $400

A typical startup with 10,000,000 authorized shares owes $85,165 under the Authorized Shares method ($250 plus 999 steps of $85), which is the figure on many first notices. With 8,000,000 issued shares and $500,000 of gross assets, the assumed par value is $0.0625, the capital is $625,000 and the tax is the $400 minimum. To get that figure you must report issued shares and gross assets on the annual report.

The annual report fee is $50. Tax and report are due by March 1. Missing the deadline adds a $200 penalty and 1.5% interest a month on unpaid tax. Corporations owing $5,000 or more pay quarterly estimates: 40% by June 1, 20% by September 1, 20% by December 1 and the rest by March 1. This calculator covers one class of stock with one par value and no mid-year amendments; it is an estimate, not tax advice.

Questions

Why is my Delaware franchise tax bill so high?

The state's notice usually calculates tax by the Authorized Shares method, which charges $85 per 10,000 shares above 10,000. For 10 million authorized shares that is $85,165. Recalculating with the Assumed Par Value Capital method, using your issued shares and gross assets, is often the $400 minimum.

When is Delaware franchise tax due?

March 1 each year, together with the annual report. The penalty for filing late is $200 plus 1.5% interest a month on unpaid tax.

What is the minimum Delaware franchise tax?

$175 under the Authorized Shares method and $400 under the Assumed Par Value Capital method. The annual report fee of $50 is on top.

What counts as total gross assets?

The total assets reported on Form 1120, Schedule L, for the fiscal year ending in the calendar year of the report.

Do LLCs pay this tax?

No. Delaware LLCs, LPs and general partnerships pay a flat $400 annual tax due June 1 and do not file an annual report.

Sources

Prices and plans change. This page was last checked on 2026-10-29.

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