2026 tax year
Delaware franchise tax calculator
The bill that arrives every year after you form. Delaware computes it two ways and invoices the expensive one.
Calculator
Your Delaware entity
Updated for 2026 rulesFranchise tax plus the annual report, both due March 1.
Everything the charter permits, issued or not. This is what Delaware bills on by default.
Outstanding, treasury shares included.
From Form 1120 Schedule L, as of your fiscal year end.
Listed on a national exchange AND consolidated annual gross revenues or assets of $750,000,000 or more.
Charities, civic and religious corporations pay the lower report fee.
Your Delaware annual bill
Pick your entity type, then press Calculate.
This is the recurring cost of keeping a Delaware entity alive, not the cost of creating one. An LLC, LP or general partnership pays a flat $300 alternative-entity tax on June 1 and files no annual report whatsoever. A C corporation pays a franchise tax due March 1, alongside a $50 report fee, and that franchise tax is where the arithmetic gets expensive.
Delaware offers a corporation two methods and defaults to the one that counts authorized shares. That method starts at $175 for 5,000 shares or fewer and climbs in fixed increments for every additional 10,000 shares or part of a block. The alternative, assumed par value, starts at $400 and works from the balance sheet instead. You are entitled to pay the lower figure, but only if you elect it on the annual report; the invoice Delaware sends first is the authorized-shares number.
Worked example: the same option pool, priced two ways
A founder authorizes ten million shares so there is room for a stock plan, issues eight million, and ends the year with $500,000 in the bank. Nothing about that company suggests a five-figure state tax bill. The default method disagrees:
| Company | Authorized | Issued | Gross assets | Authorized shares method | Assumed par value method | Saved by electing |
|---|---|---|---|---|---|---|
| Seed startup | 10,000,000 | 8,000,000 | $500,000 | $85,165 | $400 | $84,765 |
| Series A company | 20,000,000 | 15,000,000 | $12,000,000 | $170,165 | $6,400 | $163,765 |
| Closely held corp | 5,000 | 5,000 | $50,000 | $175 | $400 | nothing, default is cheaper |
| Delaware LLC | n/a | n/a | any | Flat $300 alternative-entity tax | no election exists | |
The seed startup is billed $85,165 and owes $400. Electing the second method saves $84,765, which is 212 times the tax itself. The mechanism is not subtle: $500,000 of assets over 8,000,000 issued shares is an assumed par value of $0.062500 a share, which across the authorized count is $625,000 of assumed par value capital: one rounded-up million, one unit of tax. With the report fee the whole Delaware year costs $450.
The Series A company is bigger on both sides and the gap widens rather than closes: $170,165 against $6,400, a $163,765 difference. Its franchise tax also clears the $5,000 line, so Delaware wants it in installments: $2,560 on June 1, $1,280 on September 1, $1,280 on December 1, $1,280 on March 1 (remainder).
The closely held corporation is the useful counter-example. With 5,000 authorized shares the default method produces $175 and the assumed par value method $400, so electing it would cost money. Running both calculations is the point; assuming either one wins is how people overpay.
Questions
Is this the same as the fee I paid to open the company?
No. Forming the entity is a one-time filing with the Division of Corporations. The franchise tax and the annual report come round every year afterwards, for as long as the entity is on the register, whether or not it traded. To compare the one-time cost of forming in Delaware against other states, use the state formation cost calculator.
Why is Delaware billing me tens of thousands of dollars?
Because the notice uses the authorized-shares method, which prices your charter rather than your company. A corporation that authorized 10,000,000 shares is assessed $85,165 under that method regardless of what it owns. Recalculate under the assumed par value method on the annual report and the bill recomputes; a company matching this example pays $400.
Does a Delaware LLC have to file an annual report?
No. Delaware requires no annual report from LLCs, LPs or general partnerships, which is why the report fee for those entities is $0. They owe only the flat $300 tax, due June 1, domestic and foreign alike, with no proration for a short first year. Being one month late costs $205: a $200 penalty plus 1.5% interest.
When do I have to pay quarterly instead of once a year?
Once your franchise tax reaches $5,000. Delaware then wants 40.0% by June 1 and 20.0% at each of the next two dates, with the remainder settled when the annual report is filed. Electing the cheaper method can drop you back under the threshold entirely: the seed startup above owes $400 and files once.
What is a large corporate filer, and does the cap protect me?
Listed on a national exchange AND consolidated annual gross revenues or assets of $750,000,000 or more. Those companies pay up to $250,000; everyone else is capped at $200,000. The cap is a ceiling, not a shield. The seed startup in the example is nowhere near it and was still billed $85,165. Missing March 1 adds $200 plus 1.5% a month and puts the entity out of good standing.
Related tools
- State formation cost calculator the one-time cost of forming, state by state
- Delaware, Wyoming or where you work?
- Sole proprietor, S corp or C corp?
- S-corp election by state
Franchise tax estimate for the 2026 filing year, using Delaware's published fee schedule. The assumed par value method also floors your assumed par value at a class's stated par value where that is higher, which this estimate does not model. Not tax advice.