One charter. Two ways Delaware prices it.
The notice Delaware sends quotes the method that taxes the shares your charter permits, whether or not you have issued them or earned anything. A second method looks at issued shares and real assets instead, and usually produces a fraction of the figure. You may pay the lower of the two.
Authorized Shares
Counts the shares your certificate of incorporation permits, issued or not. A standard ten-million-share startup charter reads as roughly $85,000 under this method — which is why the notice is alarming and usually wrong.
Assumed Par Value Capital
Counts issued shares against gross assets instead. For a company that has not raised heavily and holds little on the balance sheet, this generally lands on the floor rather than anywhere near the cap.
Delaware is the incorporation. It is not the whole bill
Four things the incorporation pack does not mention, each of which arrives on its own schedule.
Three stages, followed down both sides
You are incorporated in one state and operating in another. Both want registering, both want filing, and only one of them sends a notice that frightens people.
Getting registered
Certificate of incorporation and a registered agent. The authorized share count and par value chosen here quietly set your franchise tax for every year that follows.
Foreign qualification wherever your team actually sits. A separate registration entirely, and the one founders most often skip without realising.
Annual filing
Franchise tax and annual report by 1 March, reporting officers, directors and gross assets. Both methods computed, and the lower one paid.
That state’s own income or franchise return, on its own calendar. California’s minimum is $800 a year whether or not you made a profit.
What it actually costs
Anywhere from the $400 floor to the $200,000 ceiling, decided entirely by which method applies. That gap is the largest avoidable number on this page.
Minimum taxes that ignore profitability altogether, plus payroll registration the moment a founder goes on the books as an employee.
A non-resident founder or a foreign parent changes the shape of this — Form 5472 on the corporation, withholding on anything paid out, and no S corporation route available to you at all. That layer sits alongside everything above, not instead of it.
What is missed costs more than what is owed
Read like a bill, because that is close to how it arrives.
The Authorized Shares figure settled without recalculating, year after year, on a charter that was never sized for it.
Founder stock then becomes taxable as it vests, at whatever the company is worth on each vesting date rather than at the start.
Back tax and penalties in the state your team works from, and in some states no standing to enforce your own contracts there.
Per form, per year, once a 25% shareholder is foreign — regardless of whether any tax was owed underneath it.
Unpaid franchise tax voids good standing, and that has to be revived and paid current before an investor will wire anything.
What founders ask first
Delaware has sent us a bill for about $85,000. Is that real?
Real in the sense that Delaware printed it, and almost never real in the sense that you owe it. That figure comes from the Authorized Shares Method, which taxes the shares your charter permits rather than anything issued or earned. The Assumed Par Value Capital Method looks at issued shares and gross assets instead, and for a company that has not raised heavily it usually produces the minimum. You are entitled to pay the lower of the two.
We missed the 30-day 83(b) window. What are our options?
Be careful with anyone who tells you this is easily fixed. The deadline is statutory and relief is narrow. What we can do is establish exactly when the transfer happened, because the clock runs from that date rather than from a board consent or a signature on a stock purchase agreement, and those are not always the same day. Where the election truly was missed, the work shifts to modelling what vesting will cost and whether the equity can be restructured going forward. Tell us early — the options narrow fast.
Do we owe Delaware income tax as well as franchise tax?
Usually not. Delaware charges corporate income tax on companies doing business in Delaware, and a company merely incorporated there — registered agent, no office, no staff, no customers in the state — generally is not. Franchise tax is the price of the incorporation itself and sits separately from income tax. Your income tax exposure is in the states your people actually work from, which is the more expensive conversation.
Should we have been an LLC or an S corporation instead?
Sometimes, and it is worth asking properly rather than assuming the Delaware C corporation was right because everyone else has one. It fits if you intend to raise institutional money, issue options, or ever rely on Section 1202. It fits poorly for two people running a profitable consultancy with no outside investors, where a C corporation mostly buys a second layer of tax. An S corporation is not available at all if any shareholder is a non-resident alien, which settles the question for a good number of founders before they get to weigh it.
We have no revenue and no bank balance. Do we still have to file?
Yes, on both fronts. The federal return is due because the corporation exists, and Delaware’s franchise tax and annual report are due because the charter exists. Neither is measured by activity. Dormant companies that skip a few years are among the more common things we are asked to clean up, and catching up always costs more than never stopping — particularly where lapsed Delaware standing has to be revived before an investor will fund you.
How is this priced?
A fixed fee, scoped from your entity, your states and the equity activity in the year. Business engagements start at $2,400 a year, agreed in writing before any work begins. Never hourly, and never a percentage of anything we save you.
Send us the charter and the cap table.
Two documents is usually enough to tell you what your franchise tax should be, which states you are exposed in, and whether anything is still inside a window worth catching. We come back with a scope and a fixed price. If we are not the right firm for you, we will say so rather than quote for it.
Start scoping