Delaware Franchise Tax Calculator (Authorized Shares and Assumed Par Value Capital)

The authorized shares method looks only at how many shares your certificate of incorporation authorizes. Par value and assets are ignored. The Delaware Division of Corporations publishes the schedule:

• 5,000 authorized shares or fewer: $175 (the minimum)
• 5,001 to 10,000 shares: $250
• Each additional 10,000 shares, or portion of 10,000: add $85
• Maximum: $200,000 ($250,000 for a Large Corporate Filer)

This is the method Delaware uses when it sends the annual notice, which is why founders with 10,000,000 authorized shares see a bill of $85,165. The math: 10,000,000 minus the first 10,000 shares leaves 9,990,000 shares, which is 999 blocks of 10,000. 999 times $85 is $84,915, plus $250 for the first 10,000, equals $85,165. Almost no venture-backed startup should pay that number.

The assumed par value capital (APVC) method ties the tax to your balance sheet, and it usually produces a far smaller bill for early-stage companies. Delaware's published steps are:

1. Take total gross assets, meaning the total assets reported on U.S. Form 1120, Schedule L, for the fiscal year ending in the report year.
2. Divide by total issued shares, including treasury shares, carried to six decimal places. The result is the assumed par.
3. Multiply the assumed par by the number of authorized shares whose stated par is lower than the assumed par.
4. For any authorized shares with a stated par higher than the assumed par, multiply those shares by their stated par instead, and add the two results. That total is the APVC.
5. If APVC is $1,000,000 or more, round up to the next million, divide by 1,000,000 and multiply by $400. Below $1,000,000 the tax is APVC divided by 1,000,000 times $400, subject to the minimum.

The minimum tax under this method is $400 and the maximum is $200,000 ($250,000 for a Large Corporate Filer). You must report issued shares and gross assets on the annual report to be taxed this way. Leave them blank and Delaware bills you under the authorized shares method.

Take a typical seed-stage company (hypothetical): 10,000,000 authorized shares of common stock at $0.00001 par, 8,000,000 shares issued, and $2,500,000 of total assets on its 2026 Schedule L, mostly cash from a SAFE round.

Stated par ($0.00001) is below the assumed par, so every authorized share uses the assumed par. The authorized shares method gives $85,165 for the same company. Under APVC the company pays $1,600 in tax plus the $50 annual report fee, so $1,650 in total. The calculator runs both methods and shows the lower one, because Delaware lets you pay whichever is less.

Notice what drives the APVC number: assets per issued share. A company that raises a large round without issuing many new shares sees assumed par climb, and with it the tax.

The calculator is for domestic Delaware stock corporations. It does not handle:

• Delaware LLCs, LPs and general partnerships, which pay a flat $400 annual tax due June 1 and file no annual report
• Foreign corporations registered in Delaware, which file by June 30 with a $250 fee
• Exempt and non-stock nonprofit corporations
• Multiple classes with different stated par values above the assumed par, beyond a simple two-class split (enter those by hand following step 4 above)
• Large Corporate Filer status, which raises the cap to $250,000 and is determined by Delaware, not by you
• Penalties and interest on past-due years

It also assumes your Schedule L total assets are right. If your books are on a cash basis or have not been closed for the year, fix that first, because the gross assets figure flows straight into the tax.

Domestic corporations file the annual report and pay the franchise tax online through the Delaware Division of Corporations by March 1 each year. For the 2026 report year, that is Monday, March 1, 2027. The filing fee is $50 for a non-exempt domestic corporation. Miss the date and Delaware adds a $200 penalty plus interest of 1.5% per month on unpaid tax and penalty.

To get the APVC rate, enter your total gross assets and issued shares on the report itself. If your 2026 federal return is not done by March 1, use your best estimate of year-end total assets from your closed books, then keep the support. Corporations owing $5,000 or more pay estimates during the year (40% by June 1, 20% by September 1, 20% by December 1, and the remainder by March 1).

We usually tell founders to file in February, not on March 1, because the online system slows down near the deadline. This page gives general estimates, not tax advice for your specific facts.