How to File the Delaware Annual Report and Franchise Tax

To file your Delaware annual report and franchise tax, log in to the Division of Corporations’ eCorp portal with your seven-digit entity file number, update the pre-populated report, calculate your franchise tax under the method that produces the lower amount, and pay by credit card or ACH. For domestic for-profit corporations, the deadline is March 1, the filing fee is $50, and the franchise tax runs from a $175 minimum to a $200,000 cap.¹

Deadlines and Fees by Entity Type

Your deadline and what you owe depend on how your entity is registered with the Division of Corporations.

Domestic for-profit corporations file an annual report and pay franchise tax by March 1. The report fee is $50.²
Exempt domestic corporations (nonprofits organized under Section 501(c), religious, charitable, educational, and civic groups) file by March 1 with a $25 fee and owe no franchise tax.³
Foreign corporations file by June 30 with a $125 fee. No separate franchise tax applies.¹
Domestic and foreign LLCs pay a flat $300 annual tax by June 1 and do not file a separate report.⁴
Limited partnerships and limited liability partnerships file a report and pay the annual tax by June 1.⁵

The tax is owed even if the business had no revenue. Any entity active in the Division’s records at any point during the calendar year is assessed.⁴ Banks, savings associations, building and loan associations, and Delaware-licensed captive insurance companies are outside the franchise tax entirely.

What to Gather Before You Start

Have your seven-digit Delaware entity file number ready. You can look it up through the Division’s online entity search if you don’t have it on hand.⁶ Under Delaware Code Title 8, Section 502, a domestic corporation’s annual report must contain:⁷

The legal name exactly as it appears on the certificate of incorporation.
The nature of the business. This field is mandatory on all domestic annual reports.²
The street address, city, and zip code of the principal place of business.
The full name and physical address of every current director.⁸
The name and mailing address of the officer signing the report — the president, secretary, treasurer, or another authorized person. That signer takes legal responsibility for the accuracy of the filing.⁸
Stock information: total authorized shares, par value per share, and details for each class or series. This is what drives your franchise tax.

Boards with many directors can upload a PDF of names and addresses rather than typing each one, but the total director count still has to be entered on the form.⁸

Calculating Franchise Tax the Right Way

This is where filers overpay. The eCorp system defaults to the Authorized Shares Method, which can produce an enormous bill for a startup that authorized millions of shares. Delaware also offers the Assumed Par Value Capital Method, and you may use whichever method gives you the lower tax. Both cap at $200,000, or $250,000 for Large Corporate Filers.⁹

Authorized Shares Method

This calculation ignores what the shares are worth and looks only at how many are authorized:

5,000 shares or fewer: $175 (the minimum).
5,001 to 10,000 shares: $250.
Each additional 10,000 shares or portion thereof: add $85.

Corporations with no-par-value stock will always pay less under this method, so there is no reason to run the second calculation.⁹

Assumed Par Value Capital Method

This method uses your total gross assets (from your federal tax return) and your total issued shares to derive an “assumed par value,” then taxes at $400 per million dollars of assumed par value capital or any fraction of a million. The minimum tax under this method is $400.⁹

The portal will compute the result once you enter your total gross assets and total issued shares. For asset-light companies that authorized large share pools at fractional par values, this method routinely produces a tax that is thousands, sometimes tens of thousands, of dollars lower than the default. Run it before you pay.

If you amended your stock structure during the year, the tax is prorated based on how many days each structure was in effect.

Filing Through the eCorp Portal

All annual reports and tax payments go through the Division of Corporations’ eCorp system. Paper filings are not accepted.

Enter your seven-digit file number to pull up a form pre-populated with your corporation’s data on record. Work through each field: update director names and addresses, confirm the officer signing the report, correct the principal address if it has moved, and fill in the nature-of-business description. Then enter your authorized shares, par values, issued shares, and total gross assets. The system will calculate the tax.

If the number looks high, this is the moment to check the second method. Enter your total gross assets and total issued shares to trigger the Assumed Par Value Capital calculation, and use whichever result is lower.

Review the summary screen, then move to the payment gateway. The Division accepts Visa, Mastercard, American Express, Discover, and electronic checks via ACH.² Submit the report, then download and save the confirmation PDF along with the payment receipt. Banks, investors, and auditors ask for these.

What Happens If You Miss the Deadline

Late penalties apply automatically, regardless of whether the business was active.

Domestic corporations that miss March 1 owe a $200 penalty plus 1.5% interest per month on the unpaid tax and penalty balance. Interest compounds monthly, so a $5,000 tax bill accrues $75 in interest every month on top of the $200 penalty.²

Foreign corporations that miss June 30 pay a $125 late penalty on top of the $125 filing fee.¹

LLCs and partnerships that miss June 1 pay a $200 penalty plus the same 1.5% monthly interest on the outstanding balance.⁴

The larger risk is losing the corporation entirely. Under Section 510 of Title 8, if a corporation fails to pay franchise tax or file a complete annual report for one year, the state voids the charter and declares all corporate powers inoperative.¹⁰ A voided corporation cannot legally conduct business, sign contracts, or rely on its liability shield. The Secretary of State may grant an extension for good cause, but only if you request it before the deadline passes.

Reviving a voided charter under Section 312 requires paying all back franchise taxes, filing every missing annual report, and then filing a Certificate of Revival. The revival filing fee is $189, plus $9 for each page beyond the first.¹¹ Add the back taxes, penalties, and compounded interest and the total often runs into the thousands.

Fixing an Error After You File

If you catch a mistake after submitting, file an amended annual report through the same eCorp portal. The amendment fee matches the original: $50 for non-exempt corporations, $25 for exempt corporations.² Registered agent changes are handled separately through a Certificate of Change, which carries its own $50 fee. Verifying director names, stock figures, and the principal address on the review screen avoids the extra filing.

1
Delaware Division of Corporations. Annual Report and Tax Information
2
Delaware Division of Corporations. Annual Report and Tax Instructions
3
Delaware Code Online. Delaware Code Title 8 – Chapter 5 Corporation Franchise Tax
4
Division of Corporations – State of Delaware. LLC/LP/GP Franchise Tax Instructions
5
Division of Corporations – State of Delaware. LLP and LLLP Annual Reports
6
Delaware Division of Corporations. Entity Search – Name Search
7
Justia. Delaware Code Title 8 Chapter 5 Section 502
8
Delaware Division of Corporations. Frequently Asked Tax Questions
9
Delaware Division of Corporations. How to Calculate Franchise Taxes
10
Delaware Code Online. Delaware Code Title 8 – Chapter 5 Corporation Franchise Tax – Section 510
11
Division of Corporations – State of Delaware. Revival of Charter for a Voided Corporation