Figures are for tax year 2026: the corporate franchise tax and annual report for calendar year 2026 are due 1 March 2027, and the LLC, LP and GP annual tax for calendar year 2026 is due 1 June 2027. A short dated section below covers the 2025 amounts that fell due in 2026. Sources are the Delaware Code (delcode.delaware.gov) and the Division of Corporations (corp.delaware.gov). Researched 25 September 2026.
Scope and who this is for
- Domestic Delaware corporations (formed under Title 8, Chapter 1): the annual franchise tax, the annual franchise tax report and its filing fee, estimated payments, penalties and loss of status. 8 Del. C. ch. 5
- Delaware LLCs, LPs and GPs, and foreign LLCs and LPs registered in Delaware: the flat annual tax, due dates, penalties, cancellation and revival. LLC Act §18-1107
- These are taxes for existing on the Delaware register. They are owed whether or not the entity has income, customers or activity in Delaware, and whatever its federal tax classification.
- Not covered (refer or use a separate Guide): Delaware corporate income tax and gross receipts tax (administered by the Division of Revenue, not the Division of Corporations); foreign corporations' annual report; banks, captive insurers and other bodies with their own regimes; statutory trusts; limited liability partnerships.
Ask the client first
- What kind of entity is it (corporation, LLC, LP, GP; domestic or foreign), and what is its Delaware file number? Is it currently in good standing?
- For a corporation: is it exempt under 8 Del. C. §501(b) (for example a not-for-profit or charitable corporation)? Is it a non-stock for-profit corporation?
- Every class of authorized shares and its par value (or no par), from the certificate of incorporation and every amendment, and the date of any amendment in the year.
- Issued shares at year end, all classes, including treasury shares, from the stock ledger or cap table.
- Total gross assets: the "total assets" on the federal Form 1120 Schedule L for the fiscal year ending in the tax year. Does the corporation file Form 1120, and is the Schedule L consolidated?
- Date of incorporation or formation (a corporation's first year is prorated; an LLC's is not). Was the corporation engaged in any business in the year?
- Is any class of stock listed on a national securities exchange? If so, consolidated revenue and assets from the latest SEC annual report.
- What was last year's franchise tax (it sets this year's estimated payments)? Any unpaid years, penalties or interest?
- For an LLC or LP: how many registered series does it have? Has it cancelled, or does it plan to cancel, its certificate?
- Who is the registered agent, and has the Division's statement or notice arrived?
The method, step by step
- Classify the entity. A domestic corporation pays franchise tax and files the annual report by 1 March. An LLC, LP or GP pays a flat annual tax by 1 June and files no annual report. Getting this wrong means applying the wrong rules entirely.
- For a corporation, check exemptions first. An exempt corporation pays no tax but still files the report. A non-stock for-profit corporation that is not exempt pays the flat minimum. Only then compute.
- Compute the Authorized Shares method from authorized shares alone.
- Compute the Assumed Par Value Capital method from issued shares, total gross assets and the par value of each authorized class. It is available only if the issued shares and gross assets are reported with the annual report.
- Take the lower of the two, apply the minimum and maximum, then the Large Corporate Filer rule, part-year proration and the half-rate rule if they apply.
- Add the report filing fee, subtract any estimated payments made during the year, and file and pay online by 1 March. If the tax reaches the estimated-payment threshold in the figures table, schedule next year's estimated payments.
- For an LLC, LP or GP, pay the flat annual tax (plus the tax for each registered series) by 1 June. There is no proration and no report.
- If anything is late, add the penalty and interest, and check for loss of good standing, a void charter or cancellation before any other filing.
Further sources: Division: how to calculate; LLC/LP/GP instructions; 85 Del. Laws c. 273.
| Item | Amount | Rule |
|---|
| Corporation, Authorized Shares method, 5,000 shares or fewer | $175 | Minimum under this method |
| Corporation, 5,001 to 10,000 shares | $250 | |
| Each further 10,000 shares or part of 10,000 | add $85 | |
| Corporation, Assumed Par Value Capital method | $400 per $1,000,000 of assumed par value capital or part of it | Minimum $400 |
| Maximum tax, either method | $200,000 | |
| Large Corporate Filer | $250,000 | Fixed amount; criteria below |
| Non-stock for-profit corporation (not exempt) | $175 | |
| Annual report filing fee, non-exempt corporation | $50 | Plus the tax |
| Annual report filing fee, exempt corporation | $25 | No tax |
| Estimated payments required if tax is | $5,000 or more | 40% by 1 June, 20% by 1 September, 20% by 1 December, remainder by 1 March |
| Late report penalty, corporation | $200 | Plus interest |
| LLC, LP and GP annual tax | $400 | Statutory amount from 1 January 2026 (was $300) |
| Each registered series of an LLC or LP | $100 | From 1 January 2026 (was $75) |
| Late payment penalty, LLC, LP or GP | $200 | $50 for a registered series |
| Interest on late tax, all entities | 1.5% per month or part of a month | On tax and penalty |
| Electronic payment (ACH debit) required | over $5,000 | |
Corporations: the two methods
The statute taxes every Delaware corporation at the lesser of the two methods, with a floor and a ceiling for each. 8 Del. C. §503(a), (c)
Authorized Shares method (Division)
- 5,000 authorized shares or fewer: $175. 5,001 to 10,000: $250. Then add $85 for each further 10,000 shares or part of 10,000, so a partial block counts as a full block.
- Division examples: 10,005 authorized shares pays $335 ($250 plus $85); 100,000 shares pays $1,015 ($250 plus $765).
- The count is every share the corporation is authorized to issue, even if the certificate limits how many may be outstanding at once (§503(g)). Issued shares, par value and assets do not matter.
- If the corporation has only no-par stock, the Division says this method always gives the lower tax.
- If the corporation files no report, or reports without issued shares and gross assets, the Secretary of State fixes the tax under this method (§502(c), §503(b)). For a corporation with millions of authorized shares, that is often a very large bill.
Assumed Par Value Capital method (Division; §503)
- Total gross assets. Use the "total assets" reported on federal Form 1120 Schedule L for the fiscal year ending in the calendar year before filing (§503(i)). These are book figures, net only of allowances for bad debts and accumulated depreciation, depletion and amortization. Goodwill counts at book value. Include interests in consolidated entities. A consolidated Schedule L needs the consolidating balance sheets as a reconciliation.
- Issued shares. All classes, including treasury shares.
- Assumed par = total gross assets ÷ total issued shares, carried to 6 decimal places.
- Assumed par value capital. For each authorized class whose par value is below the assumed par, multiply its authorized shares by the assumed par. For each class whose par value is above the assumed par, multiply its authorized shares by its own par value. Add the results.
- Tax. If the assumed par value capital is over $1,000,000, round it up to the next million, divide by 1,000,000, and multiply by $400. If it is under $1,000,000, the tax is that fraction of $400. In either case the tax is at least $400 and at most $200,000.
Division example: 1,000,000 shares at $1.00 par and 250,000 shares at $5.00 par; gross assets $1,000,000; 485,000 shares issued. Assumed par is $2.061856. The $1.00 class is below it: $2.061856 × 1,000,000 = $2,061,856. The $5.00 class is above it: 250,000 × $5.00 = $1,250,000. Assumed par value capital is $3,311,856, which rounds up to 4 million. Tax: 4 × $400 = $1,600.
Which method wins (Division)
- Always compute both. The statute gives the lesser, but only if the Assumed Par data is reported.
- Very small share counts usually favour Authorized Shares: with 5,000 or fewer authorized shares the tax is $175, below the $400 Assumed Par minimum.
- Companies with many authorized shares and few assets per issued share usually favour Assumed Par. See case B.
Part years, share changes and dormant corporations (§503(d)-(f))
- First or last year: if the corporation did not exist for the whole year, the tax is prorated for the part of the year it existed.
- Change in authorized shares or par value during the year: compute the tax for each period in which each distinct capital structure applied and prorate by days. The Division asks for issued shares and gross assets within 30 days of the amendment for each period.
- Not engaged in business: a corporation whose report shows it did not engage in any of the business it was incorporated for pays half the scheduled tax for that part of the year. The Secretary of State may require a supplemental affidavit.
A corporation is a Large Corporate Filer only if all of these are met, as of the Secretary of State's 1 December list:
- a class or series of its stock is listed on a national securities exchange; and
- its GAAP or IFRS financial statements in its latest SEC (or similar foreign) annual report show consolidated gross revenues of $750,000,000 or more or consolidated assets of $750,000,000 or more; and
- they also show consolidated gross revenues of at least $250,000,000 and consolidated assets of at least $250,000,000.
For a filer that meets these tests and whose tax would otherwise be the $200,000 maximum, the tax is fixed at $250,000. The Division says the tax cannot then be recalculated, although pro-rations apply when the corporation is terminating its existence. The status lasts until the corporation gives evidence that it no longer meets the criteria. Removal takes effect when the evidence is received and does not apply to earlier years.
Annual franchise tax report (corporations) (§502(a); Division)
- Due with the tax on or before 1 March each year for the previous calendar year, and it must be filed online. Exempt corporations file it too.
- Filing fee: $50 for a non-exempt corporation and $25 for an exempt one, in addition to any tax.
- Contents: the registered office and registered agent; the nature of the business (now required on all domestic reports); the principal place of business (which may not be the registered agent's address unless the corporation's principal place of business is in Delaware and it is its own agent); the names and addresses of all directors and of the officer who signs; and the authorized shares and par value of each class. To use the Assumed Par method, also report issued shares and total gross assets.
- It must be signed by an authorized officer or a director. A knowingly false statement is perjury (§502(b)).
- The Division sends notice of the report and tax to registered agents in December.
- Who pays: every domestic LLC and LP, every foreign LLC and LP registered in Delaware, and every general partnership that has filed a statement of partnership existence. A GP that has not filed that statement owes no annual tax under §15-1208.
- Amount: $400 a year under the statute, as amended with effect from 1 January 2026 (it was $300). Each registered series of an LLC or LP pays its own $100 (was $75). A protected series is not a registered series and has no separate tax line in §18-1107. 85 Del. Laws c. 273, §§9, 16, 23, 45
- Due date: 1 June following the close of the calendar year, for that previous year. The tax for calendar year 2026 is due 1 June 2027.
- No proration. The tax is assessed if the entity is active on the Division's records at any time from 1 January to 31 December. An LLC formed in December still owes the full year.
- Cancelling: the full annual tax for the calendar year in which a certificate of cancellation takes effect must be paid before the certificate is filed.
- No annual report. LLCs, LPs and GPs file no annual report and list no managers with the Division.
- Federal classification is irrelevant. A disregarded, partnership-taxed, S corporation-electing or C corporation-electing LLC all owe the same annual tax.
- The Division mails a statement to the registered agent at least 60 days before 1 June.
Every Delaware corporation and LLC must keep a registered office and registered agent in Delaware. The state sends its tax notices through the agent. The agent accepts service of process, but it does not pay the tax unless separately engaged to do so. The entity owes the tax either way. If the tax is unpaid and the agent has resigned or cannot be found, process can be served on the Secretary of State instead.
Late payment and non-payment
- Penalty: $200 if a complete report is not filed by 1 March. It is added to the tax.
- Interest: 1.5% for each month or part of a month that tax remains unpaid after its due date. This also applies to missed estimated payments (§504(c), (f)). The Division states interest runs on tax and penalty. The statute does not say the interest compounds, so use the Division's statement of account for the payoff figure.
- Good standing: no certificate of good standing is issued while tax is unpaid or the report is missing (§502(f)).
- Collection: the tax is a debt, and an action may be brought after 1 month of arrears. After 3 months the Attorney General may seek an injunction against doing business (§§507-508).
- Ending or reinstating: a corporation that is ending its existence (dissolution, merger, conversion) or restoring good standing must first file the annual report and pay all franchise tax due. The Division says: "Any Delaware Corporation that is ending its existence or reinstating their status to good standing is required by law to file an Annual Report and pay any and all tax due." Contact the Franchise Tax Section (302-739-3073, option 3 then option 1) before submitting the renewal, merger, dissolution or conversion filing. The final year's tax is prorated for the part of the year the corporation existed (§503(d)). Division
- Void charter: if the corporation fails for 1 year to pay the tax or file a complete report, its charter becomes void (§510), unless the Secretary of State, for good cause shown, has given further time to pay or to complete the report. The Secretary of State sends a notice by 30 November.
- Revival (§312): file a certificate of revival and pay all franchise taxes, penalties and interest due when the charter became void. If it has been void for more than 5 years, pay 3 times the annual franchise tax for the year of revival, at current rates, instead of those back taxes and penalties. In either case the revival payment does not reduce the franchise tax due for the year in which the revival takes effect; that year's own tax is owed as well (§312(g)).
- Penalty: $200 if the tax is not paid by 1 June ($50 for a registered series). It becomes part of the tax.
- Interest: 1.5% for each month or part of a month, on tax and penalty (per the Division).
- Good standing: a domestic LLC that does not pay stops being in good standing, and so do all its registered series. A foreign LLC stops being registered. The Division will not accept most filings or issue a good standing certificate. The LLC cannot bring an action in a Delaware court until it is restored, but it can still defend one. Its contracts remain valid, and members and managers are not personally liable merely because the tax is unpaid.
- Restoring good standing: pay the annual tax plus all penalties and interest for every unpaid year.
- Cancellation: a domestic LLC's certificate of formation is cancelled if the tax is unpaid for 3 years from its due date. Cancellation takes effect on the third anniversary of the due date (§18-1108).
- Revival: file a certificate of revival and pay the filing fee, the annual tax, and all penalties and interest due at cancellation (§18-1109).
Boundaries and exceptions
| Situation | Treatment | Source |
|---|
| Exactly 5,000 authorized shares | $175 | frtaxcalc |
| 5,001 authorized shares | $250 | same |
| 10,005 authorized shares | $335: a part block counts as a full $85 block | same |
| Assumed par value capital under $1,000,000 | Proportional tax, but not below $400 | §503 |
| Class par value above assumed par | That class uses its own par value | same |
| Issued shares or assets not reported | Authorized Shares method only | same, §503(b) |
| Exempt corporation (§501(b)) | No tax; report and $25 fee | Division |
| Tax of $5,000 or more | Estimated payments during the year | §504 |
| Listed company that meets only the $750,000,000 test, not both $250,000,000 tests | Not a Large Corporate Filer; maximum stays $200,000 | same, §503(c) |
| LLC formed on 20 December | Full annual tax for that year, due 1 June next year | Division |
| GP with no statement of partnership existence | No annual tax under §15-1208 | §15-1208 |
| Foreign corporation qualified in Delaware | No franchise tax; its own annual report, due 30 June, with a $250 fee. Refer. | Division |
Worked cases
These cases use invented facts. Each rate and threshold comes from the sources above.
Case A: LLC formed late in the year (Division)
A Delaware LLC is formed on 20 November 2026 and has one registered series. It owes the annual tax for 2026 with no proration: $400 for the LLC plus $100 for the series, a total of $500, due 1 June 2027. If it pays on 20 June 2027 instead, the LLC owes $400 + $200 = $600, and the series owes $100 + $50 = $150. Interest of 1.5% for the part month on the combined $750 is $11.25, making $761.25. Confirm the payoff with the Division's statement.
Case B: early-stage corporation (frtaxcalc)
The corporation has 10,000,000 authorized common shares at $0.0001 par. At 31 December 2026 it has 8,000,000 issued shares and Schedule L total assets of $25,000.
- Authorized Shares method: (10,000,000 − 10,000) ÷ 10,000 = 999 further blocks, so $250 + 999 × $85 = $85,165.
- Assumed Par method: $25,000 ÷ 8,000,000 = $0.003125 assumed par, which is above the $0.0001 par. Assumed par value capital is $0.003125 × 10,000,000 = $31,250. That is under $1,000,000, so the tax is 31,250 ÷ 1,000,000 × $400 = $12.50, raised to the $400 minimum.
- Pay the lower amount, $400, plus the $50 report fee: $450 by 1 March 2027. If the issued shares and assets are not reported, the bill is $85,165 plus $50.
Case C: growth corporation with estimated payments (§§503-504)
The corporation has 30,000,000 authorized shares at $0.00001 par, 20,000,000 issued, and gross assets of $60,000,000. Its 2025 tax was below $5,000, so no estimated payments were due during 2026.
- Assumed par: $60,000,000 ÷ 20,000,000 = $3.000000. Assumed par value capital: $3.000000 × 30,000,000 = $90,000,000, exactly 90 million. Tax: 90 × $400 = $36,000.
- Authorized Shares method: (30,000,000 − 10,000) ÷ 10,000 = 2,999 blocks, so $250 + 2,999 × $85 = $255,165. That is capped at $200,000.
- The 2026 tax is $36,000, due with the report and the $50 fee by 1 March 2027. It is $5,000 or more, so for 2027 the estimated payments, based on the preceding year's tax, are $14,400 (40%) by 1 June 2027, $7,200 (20%) by 1 September and $7,200 (20%) by 1 December. The balance of the 2027 tax is due with the report on 1 March 2028.
Case D: small closely held corporation (frtaxcalc)
With 5,000 authorized shares, the Authorized Shares method gives $175. The Assumed Par method can never be below $400, so the tax is $175 plus the $50 fee. Authorizing 1 more share (5,001) moves the tax to $250.
Case E: listed company near the Large Corporate Filer line (§503(c))
The company is listed, with consolidated revenues of $900,000,000 and consolidated assets of $200,000,000. It meets the $750,000,000 test on revenue, but its assets are below $250,000,000. It is not a Large Corporate Filer, and its tax is at most $200,000. If its assets were $300,000,000 and its tax otherwise reached $200,000, the tax would be fixed at $250,000.
- 1 June, 1 September, 1 December: estimated corporate payments of 40%, 20% and 20% if the tax is $5,000 or more, based on the preceding year's tax.
- 1 June: LLC, LP and GP annual tax for the previous calendar year, paid online through the Division's "Pay LLC/LP/GP Tax" service. No report.
- 1 March: the corporate annual franchise tax report, filed online, with the remaining tax and the report fee.
- Payment: ACH debit, credit card or checking account. ACH is required for any transaction over $5,000.
- Keep: both computations, the Schedule L, the share ledger, and the Division's filing confirmation.
- A corporation that overpaid, for example by paying the Authorized Shares figure when Assumed Par was lower, may petition the Secretary of State for a reduction or refund no later than 1 March of the second calendar year after the tax year. For tax year 2026, that is 1 March 2028. The Division's FAQ gives its refund request form and address.
- After the Secretary of State decides, the corporation has 60 days to seek a fresh review in the Court of Chancery.
- No refund is granted in connection with a certificate of correction or a certificate of validation. A Large Corporate Filer that fails to comply with §503 gets no refund.
- If the Secretary of State finds tax underpaid, the additional tax and interest must be paid, or a review petition filed, within 60 days of notice (§504(d)).
Amounts that fell due in 2026 (tax year 2025) (Division)
- Corporations: the 2025 report and tax were due 1 March 2026, under the same rates and rules as above. A corporation that missed that date owes the $200 penalty plus interest. If it is still unpaid by 1 March 2027, it risks a void charter under §510.
- LLCs, LPs and GPs: the tax for 2025 was due 1 June 2026. The act raising the tax from $300 to $400 was approved on 21 May 2026, with those sections effective from 1 January 2026 (85 Del. Laws c. 273, §45). The Division's FAQ still shows $300 for the prior year in one answer and $400 in another. Do not guess the 2025 figure. Check the amount assessed on the entity's statement or account with the Division (302-739-3073, option 3) before paying a late 2025 balance, or before assuming a $300 payment settled it.
When to refuse or refer
- Refer mixed par and no-par capital structures, and assumed no-par capital under §503(a)(2), to the Division's calculator and a Delaware practitioner. This Guide does not work that schedule.
- Refer if the corporation does not file Form 1120. The statute points to Form 1120 Schedule L and does not name the equivalent for other filers, so confirm with the Division's Franchise Tax section.
- Refer revival of a charter void for more than 5 years, disputes before the Court of Chancery, and Large Corporate Filer designation or delisting disputes.
- Refer foreign corporations, banks, captive insurers, statutory trusts and LLPs; they follow other rules.
- Refer Delaware corporate income tax, personal income tax and gross receipts tax questions to the Division of Revenue rules. Forming in Delaware does not by itself decide those taxes.
- Refuse to state a payoff amount for a long-delinquent entity from this Guide alone. Get the Division's statement.
- Treat any bill that did not come from the State or the entity's registered agent as a possible scam. The Division warns about these.
Completion checklist