Delaware corporations file an annual report and pay franchise tax by March 1. Delaware LLCs (limited liability companies), LPs (limited partnerships), and GPs (general partnerships) pay a flat $300 annual tax by June 1. They file no annual report, according to the Delaware Division of Corporations franchise tax page. Those are two separate obligations, and mixing them up is the most expensive mistake founders make.
Here is the money insight the state will not volunteer. Delaware bills your corporation using the calculation method that produces the higher number. You are allowed to recalculate and pay the lower one. A startup billed $85,000 can legitimately owe $400.
What Are Delaware Annual Filings?
Delaware annual filings cover three distinct obligations: the corporate annual report (an informational filing with a fee), the corporate franchise tax (a tax, calculated one of two ways), and the alternative-entity flat tax on LLCs, LPs, and GPs. The $300 LLC tax is a flat annual tax, not a filing fee. LLCs, LPs, and GPs never file an annual report.
| Entity type | Annual report? | Tax / filing fee | Due date | Source |
|---|---|---|---|---|
| Domestic for-profit corporation | Yes | Franchise tax, $175 min to $200,000 max, plus $50 report fee | March 1 | corp.delaware.gov/frtax |
| Exempt domestic corporation (e.g., nonprofits) | Yes | No franchise tax; $25 report fee | March 1 | corp.delaware.gov/paytaxes |
| Foreign corporation | Yes (Foreign Corporation Annual Report) | $125 report fee | June 30 | corp.delaware.gov/paytaxes |
| LLC | No (flat annual tax, no report filed) | $300 flat tax | June 1 | corp.delaware.gov/frtax |
| LP | No (flat annual tax, no report filed) | $300 flat tax | June 1 | corp.delaware.gov/frtax |
| GP | No (flat annual tax, no report filed) | $300 flat tax | June 1 | corp.delaware.gov/frtax |
Who Needs to File a Delaware Annual Report?
Every corporation incorporated in Delaware must file an annual report, including exempt and nonprofit corporations, which file the report but pay no franchise tax, per the Delaware Division of Corporations. Foreign corporations registered to do business in Delaware also file one. LLCs, LPs, and GPs do not.
Exempt domestic corporations pay a $25 report fee and no tax, per corp.delaware.gov. Foreign corporations file the Foreign Corporation Annual Report by June 30 with a $125 fee. Alternative entities skip the report entirely and owe only the $300 flat tax by June 1.
How Much Is Delaware Franchise Tax?
Delaware corporate franchise tax runs from a $175 minimum under the Authorized Shares Method, or $400 under the Assumed Par Value Capital Method, up to a $200,000 maximum, per corp.delaware.gov/frtax. Large Corporate Filers pay a flat $250,000. LLCs, LPs, and GPs pay exactly $300.
The practical fact most guides omit: Delaware’s bill defaults to the Authorized Shares Method, often the higher number. The corporation may recalculate under the second method and pay the lower of the two.
How Do You Calculate Delaware Franchise Tax?
Delaware offers two calculation methods, the state bills the higher, and you may pay the lower, per corp.delaware.gov/frtaxcalc. A startup billed more than $85,000 under one method can legitimately owe $400 under the other. Run both before you pay. The three subsections below show exactly how each method works.
What Is the Authorized Shares Method?
The Authorized Shares Method (ASM) sets tax by share count: $175 for 5,000 shares or fewer, $250 for 5,001 to 10,000, plus $85 for each additional 10,000 shares or portion, up to $200,000, per corp.delaware.gov/frtaxcalc. It ignores assets, so high authorized-share startups get punished.
| Authorized shares | ASM tax | Source |
|---|---|---|
| 5,000 or fewer | $175 | corp.delaware.gov/frtaxcalc |
| 5,001 to 10,000 | $250 | corp.delaware.gov/frtaxcalc |
| Each additional 10,000 (or portion) | add $85 | corp.delaware.gov/frtaxcalc |
| Worked example | ASM tax | Source |
|---|---|---|
| 10,005 shares | $335 | per corp.delaware.gov/frtaxcalc tiers |
| 100,000 shares | $1,015 | per corp.delaware.gov/frtaxcalc tiers |
| 1,000,000 shares | $8,665 | per corp.delaware.gov/frtaxcalc tiers |
| 10,000,000 shares | $85,165 | per corp.delaware.gov/frtaxcalc tiers |
What Is the Assumed Par Value Capital Method?
The Assumed Par Value Capital Method (APV) taxes assets, not raw share count, at $400 per $1,000,000 of assumed par value capital, with a $400 minimum and a $200,000 maximum, per corp.delaware.gov/frtaxcalc. It needs issued shares and gross assets, so a company with zero issued shares cannot use it.
The formula runs in four steps, per corp.delaware.gov/frtaxcalc:
- Divide total gross assets (federal Form 1120, Schedule L) by total issued shares to get assumed par.
- Multiply assumed par by authorized shares for each class where assumed par exceeds actual par.
- Multiply actual par by authorized shares for each class where actual par meets or exceeds assumed par.
- Sum the results to get assumed par value capital; tax is $400 per $1,000,000 or portion, minimum $400.
Worked example: a corporation has 10,000,000 authorized shares at $0.0001 par, 10,000,000 issued, and $1,000,000 in gross assets. Assumed par is $0.10. Assumed par value capital equals $1,000,000. The tax is $400. That is the same company that owes $85,165 under the Authorized Shares Method. That contrast is the point of the article.
What Is a Large Corporate Filer?
A Large Corporate Filer is a corporation that meets the criteria in 8 Del. C. § 503(c): publicly traded, with revenue or assets of $750 million or more, and other statutory conditions listed on corp.delaware.gov/frtax. These corporations pay a flat $250,000 instead of the standard $200,000 cap, per corp.delaware.gov/frtax.
Most readers never hit this threshold. It exists so large public companies pay a higher ceiling than the standard maximum.
Where Is the Official Delaware Franchise Tax Calculator?
Delaware publishes a free franchise tax calculator at corp.delaware.gov/frtaxcalc, and the eCorp filing flow computes both methods while you file. Run both before paying. The calculator confirms in seconds whether the Assumed Par Value Capital Method beats the bill you received.
How Do You File a Delaware Annual Report Online?
You file through the DCIS (Delaware Corporation Information System) eCorp portal using your Business Entity File Number, and the system calculates tax under both methods before you pay, per corp.delaware.gov/paytaxes. The steps below use the real filing entry point, not the name-search page.
- Find your Business Entity File Number (up to 9 digits); if unknown, look it up through the entity name search first.
- Log in at the DCIS eCorp portal.
- Complete the report, including the Nature of Business field now required on all domestic annual reports effective August 1, 2025, per corp.delaware.gov/paytaxes; a registered agent’s address no longer works as the principal place of business.
- Let the system calculate tax under both methods and choose the lower.
- Pay: ACH (Automated Clearing House) debit is required for transactions over $5,000, credit cards are accepted below that, and the portal is open 8:00 am to 11:45 pm ET (Eastern Time) daily, per corp.delaware.gov/paytaxes.
When Is the Delaware Franchise Tax Due?
Corporations owe the annual report and franchise tax by March 1, LLCs, LPs, and GPs owe the $300 tax by June 1, and foreign corporations file their report by June 30, per corp.delaware.gov/paytaxes. Miss the date and the $200 penalty attaches immediately.
| Obligation | Due date | Source |
|---|---|---|
| Corporation annual report + franchise tax | March 1 | corp.delaware.gov/paytaxes |
| LLC / LP / GP $300 tax | June 1 | corp.delaware.gov/frtax |
| Foreign corporation report | June 30 | corp.delaware.gov/paytaxes |
Corporations owing $5,000 or more pay quarterly estimated installments, per corp.delaware.gov/frtax.
| Installment | Share of tax | Source |
|---|---|---|
| June 1 | 40% | corp.delaware.gov/frtax |
| September 1 | 20% | corp.delaware.gov/frtax |
| December 1 | 20% | corp.delaware.gov/frtax |
| March 1 | Remainder | corp.delaware.gov/frtax |
What Happens If You Don’t Pay Delaware Franchise Tax?
Non-payment triggers a $200 penalty plus interest of 1.5% per month on the unpaid tax and penalty, then loss of good standing, and ultimately a voided charter for corporations or cancellation for LLCs, per corp.delaware.gov/frtax. Reinstatement costs far more than staying current.
| Consequence | Detail | Source |
|---|---|---|
| Late penalty | $200 | corp.delaware.gov/frtax |
| Interest | 1.5% per month on tax and penalty | corp.delaware.gov/frtax |
| Escalation | Loss of good standing, then voided charter (corporation) or cancellation (LLC) | corp.delaware.gov/frtax |
How Do Delaware Annual Filings Affect Good Standing?
Good standing means your entity is current on all Delaware filings and taxes. A missed report or unpaid tax breaks it, per the Delaware Division of Corporations. Lenders, investors, and other states’ foreign-qualification offices all demand proof before they act.
They ask for a Certificate of Good Standing, ordered from the Delaware Division of Corporations at $50 for the short form and $175 for the long form, with expedited service available, per the Division’s fee schedule. Losing good standing can stall a financing round or an acquisition during diligence.
Franchise Tax vs Income Tax: What’s the Difference?
Franchise tax is a privilege tax for existing as a Delaware entity, owed even with zero revenue and no Delaware operations. Delaware corporate income tax, charged at 8.7% by the Delaware Division of Revenue, applies only to corporations actually doing business in Delaware. The two are separate.
Paying franchise tax does not create or replace income tax obligations in your home state. A loss-making startup with no Delaware activity still owes at least the minimum franchise tax and owes no Delaware income tax.
How Do You File Annual Reports for Multiple Delaware Entities?
The public eCorp portal has no bulk-upload option; each entity files separately by its own file number, per corp.delaware.gov. True volume filing runs through registered agents and compliance platforms with batch access. A controller with several entities files each one individually or hands the batch to a service provider.
Build a compliance calendar covering March 1, June 1, June 30, and the quarterly installment dates. That single calendar is what keeps a multi-entity portfolio from slipping into penalties.
How Do You Amend or Check a Delaware Annual Report?
To fix a filed annual report, file an Amended Annual Report through the same eCorp portal, at $50 for non-exempt corporations and $25 for exempt ones, per corp.delaware.gov. A Certificate of Correction fixes formation and charter documents, not annual reports, so do not use it here.
To check filing status, use the Delaware Division of Corporations entity search with your entity name or file number. It confirms whether the state recorded your report and payment.
How Commenda Keeps Your Delaware Entities Compliant
Delaware’s calendar is unforgiving, and one missed date breaks good standing. Commenda’s entity management platform tracks every Delaware deadline, March 1, June 1, June 30, and the quarterly installments, in one place and handles the filings, whether you run one entity or fifty. It calculates franchise tax under both methods and files the lower one for you.
Commenda’s compliance calendar tracks filing dates across your entities and jurisdictions.
Book a demo to get a free compliance-calendar review of your Delaware entities before the next deadline.
