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CORPORATE TRANSACTIONS & COMPLIANCE BLOG

14 FAQs About Delaware Corporation Annual Reports and Franchise Taxes

By: Colleen A. DeVries, COGENCY GLOBAL on Thu, Jan 30, 2025

What this is: It’s that time of year again. Delaware domestic for-profit, nonprofit and benefit corporations should have received notices of franchise taxes and annual reports due for the 2024 tax year from their registered agent. 

What this means: To help your Delaware corporation annual report filing process go smoothly, we’ve got some answers to the most frequently asked questions we receive this time of year.

FAQs-About-Delaware-Corporation-Annual_Reports-and-Franchise-Taxes

1. What is the Delaware Annual Report Due Date? 

Delaware domestic corporations must file a fully completed annual report and pay both the annual report filing fee and franchise tax by Saturday, March 1, 2025. The Franchise Tax Department will be available to assist on Saturday, March 1, by email and chat from 8:00 a.m. to 4:00 p.m. ET. 

Keep in mind this franchise tax payment due is for the prior (2024) calendar year. Exempt corporations do not have to pay franchise tax but are still required to file a completed annual report and pay the report filing fee by the Delaware annual report due date. 

The report must be filed online and received by the Division of Corporations on or before March 1. 

2. What Information is Required on the Annual Report? 

Your Delaware corporation annual report is pre-populated with certain information, including the exact legal name of the entity, the total number of authorized shares, the class and par value of the shares and a breakdown of the franchise tax and fees due. The annual report is also required to include the principal business address and phone number, the names and addresses of all directors and the name and address of one officer. It must be executed by an authorized signer. 

3. Who Can Serve as the Authorized Signer of the Annual Report?  

The Delaware corporation annual report must be signed by the corporation's president, secretary, treasurer or other duly authorized officer or by any of its directors. If filing an initial report, any incorporator can be an authorized signer in the event the board of directors has not yet been elected. Keep in mind that incorporators may not sign subsequent annual reports. 

4. How is My Delaware Franchise Tax Calculated?  

There are 2 methods to calculate a corporation’s Delaware franchise tax fee: The Authorized Shares method and the Assumed Par Value Capital method. The corporation pays the lesser of the 2 amounts, as calculated below: 

What is the Authorized Shares Method? 

If a corporation has 5,000 shares or less, it pays the minimum tax of $175. For corporations with 5,001 to 10,000 shares, the tax is $250. For corporations with over 10,000 shares, the tax is $250 plus $85 for each additional 10,000 shares (or portion thereof) to a max annual tax of $200,000. 

What is the Assumed Par Value Method? 

To use this method, a corporation must report its total number of issued shares (including treasury shares) and total gross assets listed on Schedule L (Form 1120) for the company’s fiscal year ending the calendar year of the report. 

For corporations using the Assumed Par Value method, the minimum tax is $400. The tax rate using this method is $400 per $1,000,000 (or part thereof) of assumed par value capital, with a maximum annual tax of $200,000. 

The Delaware Division of Corporations provides additional information on calculating the tax due, including an annual franchise tax calculator that helps estimate a corporation’s Delaware franchise tax fee using either the Authorized Shares method or the Assumed Par Value method. While a 2024 calculator is not posted on the Delaware Secretary of State site, we have confirmed that the 2018 calculator can be used for the 2024 tax year. 

5. Are There Any Additional Fees Required When Filing My Corporation's Delaware Annual Report? 

The Delaware Secretary of State charges an additional filing fee of $50 for a Delaware corporation annual report. Exempt corporations pay $25 to file an annual report. 


logo-cogency-color-1If you’d like to work with a team that can handle your corporate filings, corporate dissolutions and more, head on over to our Corporate Services page.


6. How Do I Calculate the Franchise Tax for Non-Exempt Non-Stock Corporations?  

All non-exempt non-stock corporations pay a franchise tax of $175. There is no alternate tax method available. 

7. What Qualifies a Delaware Corporation as a 'Large Corporate Filer'? 

Title 8 Section 503 of the Delaware Code includes provisions for large corporate filers. This section provides that in each calendar year, the Secretary of State shall compile a list of corporations that had: 

  • Class or series of stock listed on a national securities exchange and reported in financial statements.
  • Consolidated annual gross revenues equal to or greater than $750 million or consolidated assets equal to or greater than $750 million, with consolidated gross revenue of not less than $250 million and consolidated assets of not less than $250 million. 

These large corporate filers pay an annual franchise tax of $250,000 instead of $200,000 and are required to pay their franchise taxes on a quarterly basis. 

8. My Corporation Has to Pay Franchise Tax Quarterly. How Does That Work?  

Taxpayers owing $5,000 or more pay estimated taxes in quarterly installments with 40% due June 1, 20% due by September 1, 20% due by December 1 and the remainder due March 1. Taxpayers subject to the quarterly payment requirement will receive a reminder notice each quarter. 

Note that only one Delaware annual report is required to be filed by March 1, even for corporations paying quarterly franchise taxes. 

9. If the Tax Amount is Large, Can Payments Be Made by Wire to the Delaware Secretary of State?  

A corporation may pay its franchise taxes directly via Delaware SOS ACH. This method must be used for all transactions over $5,000. If you prefer to make your payment via wire transfer, check with your registered agent since most professional registered agent companies will accept the funds by wire, pay the Delaware Secretary of State and follow up with evidence of such payment on behalf of your corporation. 

10. What Happens if I Miss the March 1 Deadline? 

Corporations that do not file a Delaware annual report by March 1 are assessed a $200 penalty plus interest at 1.5% per month applied to any unpaid tax balance, in addition to the original tax and annual report fee. It is important to note that Delaware will not issue Good Standing Certificates for corporations that have not met the annual report filing requirements. 

After 2 years of non-filing and non-payment of the Delaware LLC annual fees, the corporation’s Certificate of Incorporation will be revoked. 

11. The Domestic Delaware Corporation I Formed Never Engaged in Business. Do I Still Have to File an Annual Report and Pay the Tax?  

Yes. You are still required to file the Delaware annual report and pay the Delaware corporation tax (franchise tax) even if the corporation never engaged in business. 

12. What Happens if the Corporation Merges or Dissolves Before the End of the Calendar Tax Year? 

Delaware requires that annual report(s) be current prior to all dissolution and merger filings. At the time of dissolution or merger, all franchise taxes must be paid through the date of the filing of the Certificate of Dissolution or Merger with the Delaware Secretary of State. 

This lesser-known requirement can be quite frustrating when it delays time-sensitive filings. We recommend identifying the tax due in these cases well in advance of the date of filing for a dissolution or merger. A professional registered agent company can assist with identifying total taxes due on any given date when you are handling a merger or dissolution. 

13. The Most Important Question: How Do I File My Corporation's Annual Report and Pay the Franchise Tax Fee? 

Delaware now requires that all annual franchise tax reports be filed electronically with the Delaware Division of Corporations and accepts payment only in US dollars drawn from US banks. Your payment options through the state’s site include ACH Debit (required for transactions over $5,000), Visa, MasterCard, Discover or American Express. Live support is available online on weekdays from 8:30 a.m. to 4:00 p.m. ET. If you require special accommodations, contact the Division of Corporations Franchise Tax Section at (302)739-3073. 

14. I Filed My Annual Report and Noticed an Error. Can I File an Amended Report? 

Yes, you can file an amended annual report for $50. Delaware allows one year to amend the annual report. (Several amended reports can be filed within that year.) 

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What is a Delaware Certificate of Good Standing? 

One of the most frequently requested documents from the State of Delaware is the Certificate of Good Standing. This certificate provides evidence that a Delaware company (meaning corporations, limited liability companies, limited partnerships, etc.) is duly formed, in existence and has paid all franchise taxes due. Meeting these conditions, the company is considered in good standing in the State of Delaware, as of the date the certificate is issued. For more information, refer to our article, Why Can’t I Get a Delaware Certificate of Good Standing on a Rush Basis? 

Do all states require an annual/periodic report filing? 

An informational report is generally, but not always, required for every entity type in most jurisdictions. Some states may require reporting for corporations, but not limited liability companies or other entity types and vice versa. For more, read our article, 13 Frequently Asked Questions About Annual/Periodic Report Compliance. 

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Generally, drafting a comprehensive closing checklist is one of the first important steps to ensure a successful merger or acquisition. The closing becomes an important guide for all parties working on the deal listing the documents to be drafted, actions to be taken, responsible parties and deadlines to be managed and met in order to close the deal. The closing checklist will include conditional precedent “CPs” meaning items and actions that must be completed before the merger or acquisition deal closing on a specified date. Want to learn more? Head on over to our article, Tips for a Smooth M&A Closing Part 1: Closing Checklists.

This content is provided for informational purposes only and should not be considered or relied upon as legal advice. 

Topics: Delaware Corporate, UCC and Compliance, U.S. Corporate Services