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The free Delaware franchise tax calculator.
Your January notice says $85,000. The real bill is usually a few hundred dollars. Enter three numbers and we'll run both Delaware methods, show the lower one, and tell you what you'd actually file. Need the full walkthrough? Read the step-by-step guide →
The 3 numbers you need
From your certificate of incorporation. Most startups authorize 10,000,000.
Total actually granted to founders, employees, and investors as of Dec 31.
Form 1120 Schedule L, or year-end balance-sheet total assets (mostly cash for early-stage).
Par value per share (optional)
Only changes the result if it's higher than your assumed par. Leave blank for the typical case.
How we got there
Enter your authorized shares, issued shares, and gross assets to see both methods and the lower bill.
Want this handled — or your cap table sanity-checked?
If your structure is clean, you can file this yourself in about 15 minutes — here's exactly how. Multiple entities, a recent recap, or messy books? That's where we help.
Estimate only, for planning. Not tax advice for your specific entity. Verify on Delaware's filing portal before paying.
What is the Delaware franchise tax?
Delaware charges every incorporated company an annual franchise tax to keep its good standing — separate from income tax, and owed even if you made no money. For venture-backed startups (nearly all of which are Delaware C-corps), it's a once-a-year filing due by March 1, alongside an annual report. The number on the notice alarms founders every January; the actual obligation is almost always small.
The two methods — and why you pay the lower one
Delaware calculates the tax two ways and lets you pay the smaller result:
Authorized Shares Method. Taxes you purely on authorized shares: $175 for 5,000 shares or fewer, $250 up to 10,000, then $85 for each additional 10,000 shares (or part). A startup with 10,000,000 authorized shares lands around $85,165 — the scary notice number.
Assumed Par Value Capital Method. Uses your real finances. Divide gross assets by issued shares to get an assumed par value, multiply by authorized shares to get assumed par value capital, then charge $400 per $1,000,000 (rounded up), with a $400 minimum. For most early-stage companies this is a few hundred dollars.
Worked example
$2,000,000 in gross assets, 8,000,000 issued shares, 10,000,000 authorized. Assumed par value is $2,000,000 ÷ 8,000,000 = $0.25. Assumed par value capital is $0.25 × 10,000,000 = $2,500,000. Divide by a million, round up to 3, times $400 = $1,200 — versus $85,165 under the authorized-shares method. Same company, same year, just the calculation the notice didn't show you.
What you'll need to file
- Authorized & issued shares — from your charter and cap table (Carta, Pulley, or a clean spreadsheet).
- Total gross assets as of Dec 31 — Form 1120 Schedule L, or your year-end balance-sheet total assets. Mostly cash for early-stage companies.
- Your Delaware file number — on the state's notice and your incorporation docs.
Read the full guide
This calculator gives you the number; the step-by-step guide to filing Delaware franchise tax yourself walks through the state portal, the annual report, deadlines, penalties, and when it's worth handing off.
Delaware franchise tax FAQ
Common questions on the two methods, what you owe, and when it's due.
How is the Delaware franchise tax calculated for a startup?
Delaware calculates it two ways and you pay the lower. The Authorized Shares Method taxes you on authorized shares alone and produces the large number on your January notice. The Assumed Par Value Capital Method uses your gross assets and issued shares and, for most early-stage startups, comes out to a few hundred dollars, with a $400 minimum. This calculator runs both and shows you the lower bill.
Why does my Delaware franchise tax notice say I owe $85,000?
Because the notice defaults to the Authorized Shares Method, which ignores your finances and taxes you purely on authorized shares. A typical startup that authorized 10,000,000 shares lands around $85,165 under that method. You are not required to use it — switching to the Assumed Par Value Capital Method on the same filing almost always reduces it dramatically.
What numbers do I need to calculate it?
Three: your total authorized shares and total issued shares (from your charter and cap table), and your total gross assets as of December 31 (Form 1120 Schedule L, or your year-end balance sheet total assets — mostly cash for early-stage companies). Par value per share is optional and only changes the result in edge cases.
When is the Delaware franchise tax due?
On or before March 1 each year, filed together with your annual report (a $50 fee for a domestic corporation). Miss it and Delaware adds a $200 penalty plus 1.5% interest per month, and prolonged non-payment risks your good standing. Companies owing $5,000 or more pay in quarterly estimated installments.
Is this calculator exact?
It is an accurate estimate for a typical single-class Delaware C-corp and matches Delaware’s own methodology. Edge cases — multiple share classes, a recent stock split or recapitalization, or assumed par below stated par — can change the figure. Confirm against the state’s filing portal, or talk to us if your cap table is complex.