Tax
Delaware franchise tax calculator
Delaware bills you under whichever method you file. For most startups the difference between the two is tens of thousands of dollars.
Delaware bills you under whichever method you file. For most startups the difference between the two is tens of thousands of dollars.
An estimate of Delaware's two calculation methods for a domestic corporation, using the state's published rules as of 18 August 2026, and validated against Delaware's own worked examples. It assumes a single par value across your authorized stock, which covers most startup cap tables; if you have classes at different par values the Assumed Par Value figure will differ. Delaware's own calculator is authoritative, and large corporate filers are capped at $250,000 rather than $200,000.
Every Delaware C-corp owes franchise tax by 1 March. Delaware calculates it two ways and you pay the lower one — but only if you file under it. The notice the state sends quotes the Authorized Shares figure, which for a typical venture-backed startup is the wrong one by a very large margin.
Those two figures are the same company: 10 million authorized shares, 8 million issued, $2.5m of gross assets, $0.00001 par. The choice of method is worth $83,565.
The simple one, and the one Delaware defaults to on your notice. It looks only at how many shares you authorized, ignoring what the company is worth.
| Authorized shares | Tax |
|---|---|
| 5,000 or fewer | $175 (minimum) |
| 5,001 to 10,000 | $250 |
| Each additional 10,000 or part | add $85 |
| Maximum | $200,000 |
A startup that authorized 10 million shares to leave room for an option pool gets billed as though that share count means something about its size. It does not.
This one looks at assets, which is why it almost always wins for an early-stage company. The state's steps are:
The Assumed Par Value method has a floor of $400, against $175 for Authorized Shares. So a company with almost no assets and very few authorized shares may genuinely be better off on the simple method. Everyone else should check.
Delaware wants the total gross assets figure from your federal Form 1120, Schedule L, as at the end of your fiscal year. Not a valuation, not your last round's post-money — the balance-sheet number. Getting this wrong in either direction is a problem: too high and you overpay, too low and you have filed an inaccurate return.
If franchise tax is the kind of thing you would rather never think about again, it is part of what our tax service handles.
Where these numbers come from