You Formed Your C-Corp With Stripe Atlas. What You Owe Every Year Now

Your Atlas C-Corp has four recurring obligations no matter how small it is: the Delaware annual report and franchise tax (due March 1), the federal corporate income tax return on Form 1120 (due April 15 for a calendar-year company), the registered agent renewal, and returns or registrations in any state where the company actually operates. Add Form 5472 if a foreign person owns 25% or more, and Forms 1099-NEC if you paid US contractors $2,000 or more in 2026.

None of these depend on revenue. Stripe's own Atlas documentation says that even companies with no revenue in the previous fiscal year should expect to pay some Delaware franchise tax, and the IRS Form 1120 instructions say a domestic corporation must file whether or not it has taxable income.

For a company formed this autumn, the first cycle looks like this:

• February 1, 2027: Forms 1099-NEC for 2026 contractor payments (January 31 falls on a Sunday).
• March 1, 2027: first Delaware annual report and franchise tax, covering 2026.
• April 15, 2027: first Form 1120 for tax year 2026, or Form 7004 to extend filing to October 15, 2027.
• Your registered agent anniversary: renewal of the agent Atlas provides.

The rest of this guide explains each item, what Atlas does for you, and where founders most often get hurt.

Atlas handles formation and the first setup steps; ongoing tax and compliance work is yours. That split is stated plainly by Stripe: the Atlas product page says you are responsible for applicable federal and state tax filings, and the Atlas docs say Atlas does not provide legal, tax or accounting advice. Here is what we could verify on stripe.com and docs.stripe.com on November 13, 2026.

Atlas also provides Cooley-designed formation documents, founder stock issuance and a way to open a business account before the EIN arrives. What it does not do is file anything with the IRS or Delaware after formation. A founder who assumes "Atlas handles compliance" is the founder who later opens a five-figure Delaware notice.

Work through these in order. The first item has a hard legal deadline and no relief if you miss it.

1. Day 1 to 30: confirm the 83(b) election went out. The deadline is 30 days after the shares are issued, with no extensions (IRC §83(b)(2), Treas. Reg. §1.83-2(b)). Atlas mails C-Corp founder elections automatically; your job is to confirm the proof (next section). If a co-founder was added after incorporation, check their filing steps separately, because Atlas documents that case on its own page.
2. Week 1 to 4: get the EIN letter and store it. You need it for the bank, payroll, Stripe payouts and every return. If the IRS delays it, Atlas notes you can write "Applied For" and the Form SS-4 date on tax forms in the meantime.
3. Week 1 to 4: open the business bank account and stop paying company costs personally. Atlas allows a Stripe account before the EIN. If you already paid formation or software costs yourself, record them as a loan to the company or as a reimbursement, not a mystery.
4. Month 1 to 2: set up bookkeeping. Pick accrual or cash, connect the bank feed and close every month. You will need a year-end balance sheet (Form 1120 Schedule L) to file both the federal return and the cheaper Delaware franchise tax calculation.
5. Month 1 to 3: register in your home state if you operate there. A Delaware corporation run from California, New York or Texas is usually doing business in that state and must qualify there as a foreign corporation (details below).
6. Month 1 to 3: decide who files what. Write down who prepares the Delaware report, the Form 1120, any Form 5472 and the 1099s, and put the dates in a shared calendar.
7. Beneficial ownership (BOI): nothing to file. FinCEN's interim final rule of March 2025 removed reporting for companies created in the United States, and its final rule, effective August 14, 2026, made that permanent. A Delaware C-Corp is a domestic company even if every founder lives abroad. Checked on fincen.gov on November 13, 2026.

If you do only two things this month, make them the 83(b) proof and a separate bank account. Most cleanup work we see traces back to one of those.

Your proof is the postmarked certified mail record, not a letter from the IRS. Under IRC §7502 a document sent by US mail is treated as filed on the postmark date, and a USPS Certified Mail receipt is evidence of filing. So the question is not "did the IRS acknowledge it" but "can I show it was postmarked within 30 days of the share purchase".

For Atlas founders, Stripe's support article says three things worth acting on:

• Atlas mails the election by USPS Certified Mail within 10 business days of your share purchase.
• A signed copy of the election and a proof-of-filing document with the filing date stay in your Atlas Dashboard.
• You should screenshot the USPS tracking page showing the tracking number and the "Accepted at USPS Regional Origin Facility" status, because USPS keeps tracking details for only 2 years.

Do this today: download the signed election and the proof-of-filing PDF, take the tracking screenshot, and save all three in the company's permanent records with the stock purchase agreement. Give a copy to the company as well (Treas. Reg. §1.83-2(d) requires the employer to receive one). Investors and acquirers ask for these files in diligence, years later, when the USPS record is gone.

Check the details, too. The election should show your name, the number of shares, the date of transfer, the price you paid and the fair market value. Founders who think Atlas "messed up" their 83(b) usually have one of three issues: a wrong address or name on the form, a co-founder added later whose election was never sent, or no ITIN or SSN at filing. On that last point, Atlas says that if you have neither, it tells the IRS you are a non-US taxpayer who intends to apply for an ITIN. That is a permitted filing, not an error. If something on the form is actually wrong, talk to a CPA within the 30-day window, while a corrected election can still be filed on time.

These are the recurring dates for a calendar-year Atlas C-Corp. Dates shift to the next business day when they fall on a weekend or federal holiday.

A few notes the table cannot hold. The Delaware annual report fee is $50 for a non-exempt domestic corporation, on top of the tax. Form 7004 extends the time to file Form 1120, not the time to pay; tax owed is still due April 15. For returns due in 2026, the IRS minimum penalty for a Form 1120 more than 60 days late is the smaller of the tax due or $525, so a loss-making company with no tax due mostly risks the Form 5472 penalty, not the 1120 penalty.

The 1099-NEC threshold rose from $600 to $2,000 for payments made after December 31, 2025, under P.L. 119-21, and is indexed for inflation from 2027. Collect a Form W-9 before you pay any US contractor, so you are not chasing tax IDs in January. Payments you made through a card network or a payment platform are reported on Form 1099-K by that platform, not by you.

Delaware calculates franchise tax two ways and you pay the lower one, but the notice you receive uses the method that produces the higher bill for most startups. Stripe's docs say it directly: Delaware sends notices using a calculation method that results in large tax bills for companies with more than 5,000 shares, and most Atlas companies pay less with the Assumed Par Value Capital method. That is how founders end up posting "I owe over 100k after Stripe Atlas".

Take a typical example (hypothetical): 10,000,000 authorized shares at $0.00001 par, 8,000,000 issued to two founders, and total gross assets of $40,000 on the December 31 balance sheet.

Authorized Shares method. $250 covers the first 10,000 shares. The remaining 9,990,000 shares are 999 blocks of 10,000, at $85 each: 999 x $85 = $84,915. Total tax: $250 + $84,915 = $85,165. With 15,000,000 authorized shares the same formula gives $250 + (1,499 x $85) = $127,665.

Assumed Par Value Capital method. Divide gross assets by issued shares: $40,000 / 8,000,000 = $0.005000 assumed par. Because the stated par ($0.00001) is below that, multiply assumed par by authorized shares: $0.005 x 10,000,000 = $50,000 of assumed par value capital. The tax is $400 per $1,000,000 or portion, so $50,000 is one portion: $400, which is also the method minimum. Add the $50 annual report fee and the bill is $450.

The same company after a $3,000,000 seed round, with 9,000,000 shares issued: $3,000,000 / 9,000,000 = $0.333333 assumed par (Delaware carries 6 decimals). $0.333333 x 10,000,000 = $3,333,330, which is 4 portions of $1,000,000, so $1,600 of tax. Still far below the $85,165 under the other method.

To use the lower figure, log in to the Delaware franchise tax portal with your 7-digit file number, choose File Annual Report, enter issued shares, total gross assets (the total assets figure on Form 1120 Schedule L) and the asset date, then click Recalculate. You must report both issued shares and gross assets for Delaware to apply the Assumed Par Value Capital method. Our Delaware franchise tax calculator runs both methods for your numbers. The maximum under either method is $200,000.

A Delaware C-Corp owned by founders outside the US has the same Delaware and Form 1120 duties as any other, plus Form 5472, and a slower EIN. The good news: no SSN is needed for the company to get an EIN, and no beneficial ownership report is due.

EIN. The IRS Form SS-4 instructions say the online EIN application is not available without a US address, and that if the responsible party does not have and is not eligible for an SSN or ITIN, line 7b should read "foreign". International applicants can get an EIN by phone at 267-941-1099 (not toll-free), by fax, or by mail. Atlas files the application for you, and Stripe notes it can take several weeks without US contact and tax details, so plan the bank and payment setup around that.

Form 5472. A US corporation with at least one direct or indirect 25% foreign shareholder is a reporting corporation and must attach Form 5472 to its Form 1120 for each related party it had reportable transactions with, filed by the return's due date including extensions. Loans from a founder to the company, repayments, and payments for services between the company and a foreign owner or affiliate are the common ones. The penalty is $25,000 per form, plus another $25,000 for each 30-day period the failure continues more than 90 days after IRS notice. This is the single most expensive mistake on a small foreign-owned company, and it can happen on a return that otherwise shows zero tax.

Transfer pricing. If the US company pays a foreign affiliate or a founder's home-country company for development work, the price needs to be at arm's length and documented. Stripe's own tax page flags transfer pricing as a question for non-US founders.

BOI. As of November 13, 2026, FinCEN exempts all entities created in the United States from beneficial ownership reporting. Only foreign-formed companies registered to do business in a US state still report.

Your personal US taxes. Owning US C-Corp stock does not by itself make a non-resident file a US personal return. Salary for work performed in the US, or a move to the US, changes that, which is also why the 83(b) election matters even for founders who are not US taxpayers today.

If you live and work in a US state other than Delaware, your company is usually doing business there and must register as a foreign corporation with that state's Secretary of State and file its tax returns. Delaware incorporation does not exempt you from your home state. Stripe's tax page says the same: operating in another state can bring annual taxation, registration and reporting requirements there.

Use this rule of thumb. Register in a state when the company has any of these there:

• A founder or employee working from that state.
• An office, even a home office that is the company's main place of business.
• Payroll, which also triggers state withholding and unemployment registrations.
• Sales or property above that state's doing-business thresholds.

California is the expensive example. The Franchise Tax Board imposes an $800 minimum franchise tax on corporations that are qualified or registered in California or doing business there, whether active, inactive or losing money. A corporation's first taxable year after it incorporates or qualifies in California is not subject to the minimum tax, but the $800 applies from the second year. So a California-based Atlas company typically pays Delaware's $450 and California's $800 every year from year two.

What goes wrong when you skip it: back taxes, penalties and interest in the home state, and in many states an unregistered company cannot bring a lawsuit there until it registers. If you have been operating from a state for a year or two without registering, fix it before a financing round, because investors' counsel will ask for good standing in every state where you operate.

Most missed filings can be fixed with money. One cannot.

Missed 83(b). There is no late-filing relief. The 30-day window in Treas. Reg. §1.83-2(b) has no extension, and the regulation has no reasonable-cause exception. Without the election, each vesting date is taxed as ordinary income on the spread between the stock's value then and what you paid. If the company is still worth almost nothing, the cost may be small for now, and it grows as the company's value rises. Some companies, with counsel, cancel the unvested shares and issue new restricted shares, which starts a new 30-day window for the new shares; that has its own tax, securities and documentation consequences and is not a repair of the original grant. If you have the Atlas proof of filing showing a postmark inside 30 days, you did not miss it, even if the IRS has no record.

Missed Delaware March 1. File now. The penalty is $200 for not filing the annual report by March 1, plus interest of 1.5% per month on unpaid tax. You can still recalculate with the Assumed Par Value Capital method when filing late, so the tax itself may be only $400. Do not let it run: under 8 Del. C. §510 a corporation that fails for one year to pay franchise tax has its charter declared void, and reviving it costs more than the tax.

Missed Form 1120. File as soon as possible, with Form 5472 attached if it applies. If the company had a loss and no tax due, the 1120 failure-to-file penalty is based on unpaid tax and is usually small.

Missed Form 5472. File the complete return with Form 5472 now, before the IRS writes to you. The $25,000 penalty can be assessed per form even on a late-filed return, and the continuation penalty starts 90 days after notice. Penalty relief requests based on reasonable cause are possible but not guaranteed, and a CPA should write them.

Missed 1099-NEC. File late rather than not at all; the information return penalty is lower the sooner you file.

Everything in the annual calendar applies the same way to a Delaware C-Corp formed through Clerky, Firstbase, a law firm or by yourself. Delaware franchise tax, Form 1120, Form 5472 and state registrations attach to the company, not to the formation provider. What differs is what each provider does for you at the start, so check your own account.

From each vendor's public website on November 13, 2026:

• Clerky lists Delaware C corporation incorporation with the first-year registered agent fee included, 83(b) election support with pre-filled forms and filing instructions plus automated filing reminders, an online EIN application for non-US founders, and annual report and franchise tax reminders. The site does not say Clerky files the franchise tax or tax returns, so plan on doing those yourself or with an adviser. If Clerky gave you a pre-filled 83(b) to send, confirm you mailed it yourself by certified mail and kept the receipt.
• Firstbase lists formation of LLCs and C-Corps, 83(b) filing, registered agent, franchise tax and annual reports among its compliance services, a US mailing address product, and corporate and personal tax returns, with international founders named as customers. If you bought those services, find out in writing which filings Firstbase submits and which it only reminds you about, and which tax year each covers.

Whoever formed your company, ask one question: "For each filing in the calendar above, who submits it, and where do I see proof?" If the answer for any line is "you", put it on your calendar now.

You can file the Delaware annual report yourself in one sitting if your books produce a year-end balance sheet. Form 1120 is where most founders should bring in a CPA, and Form 5472 is where every foreign-owned company should.

A reasonable split for a seed-stage Atlas company:

• Founder: 83(b) proof saved, Delaware annual report with recalculation, registered agent renewal, W-9s from contractors.
• Bookkeeper: monthly close, year-end balance sheet for Schedule L, 1099-NEC list.
• CPA: Form 1120, Form 5472, state returns, foreign qualification review, and the R&D credit if you have engineering payroll.

We usually tell founders to hand off the federal return from the first year. The first Form 1120 sets the depreciation, start-up cost and R&E elections that later years follow, and §174A now lets domestic research costs be deducted immediately for tax years beginning after December 31, 2024. Getting those elections right in year one is cheaper than amending.

The figures in this guide were checked against Delaware, IRS, FinCEN and Stripe sources on November 13, 2026. They describe the general rules, not tax advice for your specific facts.

Talk to a startup CPA. SpryTax works with Delaware C-Corps from formation through Series B, including companies formed on Atlas, Clerky and Firstbase. Plans start at $299/month and every plan includes the federal Form 1120. Email [email protected] with your formation date, state of operation and whether any owner is outside the US, and we will reply with what you owe and when.