Do I need an LLC?

Delaware franchise tax: LLC annual tax vs corporation calculator

Last verified 2026-10-31. Official sources linked below; unverified items are labeled.

Short answer. A Delaware LLC owes a flat $400 annual tax due June 1 and files no annual report. A Delaware C-corporation owes franchise tax calculated by two methods, Authorized Shares (minimum $175) or Assumed Par Value Capital (minimum $400), and pays the lesser, up to a maximum of $200,000, plus an annual report filed by March 1. The $400 is not the report fee: the Division lists the corporation annual report fee as $50 (non-exempt domestic corporations).

Informational only. Not legal or tax advice. Confirmed means read on an official Delaware page on 2026-10-31. Estimates are labeled and never added to confirmed figures. Delaware tax is separate from the tax of the state where you live or operate.

Delaware LLC vs C-corporation at a glance

Delaware LLCDelaware C-corporation
Annual state taxFlat $400 (Division LLC/LP/GP instructions; 6 Del. C. s.18-1107) verifiedFranchise tax: lesser of two methods, $175 or $400 minimum, $200,000 maximum (Division; 8 Del. C. s.503) verified
DueOn or before June 1, for the prior calendar year verifiedOn or before March 1; estimates if $5,000 or more verified
Annual reportNone required verifiedYes, online; filing fee $50 non-exempt, $25 exempt (Division) verified
Late$200 penalty plus 1.5% per month (s.18-1107) verified$200 penalty plus 1.5% per month (Division) verified

Each registered series of a Delaware series LLC pays a separate $100 tax (statute s.18-1107, verified). The LLC tax is assessed for the year if the entity is active in Delaware records at any point in it; there is no proration (Division). Conflict: an older Division FAQ page (corp.delaware.gov/taxfaq) still says $300. The statute and the Division's current instruction pages say $400, which is what this page uses.

Delaware tax is not the whole cost. If you form in Delaware but live and work in another state, you usually must also register there as a foreign LLC and pay that state's fees. See California, Texas and New York for examples; this page does not compute those.

How the corporation franchise tax is calculated

The Division of Corporations says to calculate under both methods and "use the method that results in the lesser tax." The total tax is never less than $175 or more than $200,000 (How to Calculate Franchise Taxes, verified).

Authorized Shares method

Assumed Par Value Capital method

  1. Divide total gross assets (total assets from federal Form 1120, Schedule L, for the fiscal year ending in the report's calendar year) by total issued shares, including treasury shares, to six decimal places. This is the assumed par.
  2. Authorized shares with a par value below the assumed par are multiplied by the assumed par.
  3. Authorized shares with a par value above the assumed par are multiplied by their own par.
  4. Add the results: the assumed par value capital.
  5. If it exceeds $1,000,000, round up to the next million; divide by 1,000,000 and multiply by $400 (rate: $400 per million or portion of a million). The minimum under this method is $400.

Official example: $1,000,000 of assets and 485,000 issued shares give an assumed par of $2.061856; 1,000,000 shares at $1.00 par count at $2,061,856 and 250,000 shares at $5.00 par count at $1,250,000; the total $3,311,856 rounds up to $4,000,000, so the tax is $1,600. The calculator below reproduces this example in its tests.

Why the answer often differs: a startup with 10 million authorized shares pays $250 + $85 x 999 = $85,165 under Authorized Shares but only the $400 minimum under Assumed Par Value Capital when assets are small. This is why founders get alarmed by an invoice and then recalculate (which method the state's online system shows first is not stated on the pages read).

Calculator: Delaware corporation franchise tax

Runs in your browser; nothing is sent anywhere. The formulas are code from the Division's published steps, not an AI estimate. Prefilled with an example.

Classes of stock
Authorized sharesPar value per share ($)

Not modeled: stock or par changes during the year (the Division prorates by days), the statute's $250,000 fixed amount for a designated large corporate filer, non-stock and exempt-corporation rules, and estimated-payment schedules. The Division's page does not say how the six-decimal division is rounded; this calculator rounds half up. The year-by-year figures can change; confirm the final amount in the Division's online filing system.

Dates and penalties (corporations)

Not covered

Delaware registered agent cost, Delaware formation fees, Delaware's own income tax, the tax of your home state, and whether a Delaware entity is right for you are not covered and are not in any figure here. Weekend or holiday shifts of the March 1 and June 1 due dates were not verified on the pages read. Third-party filing services charge their own fees on top of the state's; this page only shows what the state charges.

Sources (read 2026-10-31)

What this page doesn't tell you

Whether you need an LLC yet, whether Delaware makes sense when you live somewhere else, or what your home state adds on top. The calculator takes your answers and returns a verdict, your numbers and a dated checklist.

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Frequently asked

How much is the Delaware LLC annual tax and when is it due?

$400 per year, due on or before June 1 for the prior calendar year. The Division of Corporations says domestic and foreign LLCs, LPs and GPs formed or registered in Delaware pay it, there is no proration, and no annual report is required for an LLC. Paying late adds a $200 penalty plus 1.5% interest per month on the tax and penalty. One older Division page still shows $300; the statute (6 Del. C. s.18-1107(b)) and the Division's current pages say $400.

What is the minimum Delaware corporation franchise tax?

$175 under the Authorized Shares method and $400 under the Assumed Par Value Capital method. The Division says to calculate both and pay the lesser; the maximum under either method is $200,000. A designated large corporate filer is fixed at $250,000 by the statute, which this calculator does not model.

Authorized shares method or assumed par value capital method: which should I use?

Use whichever produces the lower tax; the Division says so directly. The Authorized Shares method charges by the number of authorized shares ($175 up to 5,000, $250 up to 10,000, then $85 more per additional 10,000 or part). A company with millions of authorized shares and small assets usually pays far less under Assumed Par Value Capital, whose minimum is $400. The Division's online filing may default to the Authorized Shares figure, so run both.

Is $400 the Delaware annual report fee?

No. $400 is the minimum tax and the per-million rate under the Assumed Par Value Capital method, and it is also the LLC annual tax. The Division's franchise tax page states the corporation annual report filing fee is $50 for non-exempt domestic corporations and $25 for exempt domestic corporations. Check the Division's Get Corporate Fees page before paying.

When is the Delaware corporation franchise tax and annual report due?

On or before March 1 each year, filed online. A corporation owing $5,000 or more makes estimated payments: 40% by June 1, 20% by September 1, 20% by December 1, and the remainder with the report by March 1. Not filing brings a $200 penalty plus 1.5% interest per month.

Does a Delaware LLC owe franchise tax like a Delaware corporation?

Not the corporation franchise tax. A Delaware LLC pays the flat $400 annual tax due June 1 and files no annual report. A Delaware C-corporation owes the franchise tax calculated above and files an annual report each March 1. If you operate from another state, that state's fees and taxes are separate and this page does not compute them.

Related: Delaware franchise tax, Stripe 1099-K, Texas LLC franchise tax, California LLC tax and About this data.

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