You must file your annual report if your business is a corporation and pay your franchise tax and filing fee by March 1. All LLCs, Limited Partnerships, and General Partnerships formed in Delaware are required to pay the annual franchise tax by June 1. LLCs and partnerships formed or registered in the state pay a flat annual franchise tax of $300. Foreign corporations — those incorporated outside of Delaware but doing business in the state — must pay an annual flat fee of $125. Assume a Delaware corporation has 20 million of authorized shares with a par value of .001, $50,000,000 of total gross assets and 15,000,000 of issued shares. In the case of common stock the par value per share is usually a very small amount such as $0.10 or $0.01 and it has no connection to the market value of the share of stock.

• Bonds commonly sell on the open market at prices that may be higher or lower than the par value.
• If the need arises, a Stock Amendment can be filed with the state for approval to increase the number of authorized shares of the Corporation.
• For each additional 10,000 shares, add $75 to the tax total, with a maximum franchise tax of $180,000.
• The par value of the preferred shares being transacted is usually specified here, along with other particulars like the issue price, number of shares, and payment terms.

Technology and life sciences companies that choose to incorporate in Delaware must pay an annual franchise tax. In most cases, businesses are required to file separate franchise tax returns in each state where they do business. The due date for filing a franchise tax return depends on the state and may vary from year to year. Generally, it’s best to check with your state’s department of revenue, franchise tax board, or other tax authority to determine when your franchise tax return is due.

How do I pay my franchise taxes and file the annual report?

Bonds commonly sell on the open market at prices that may be higher or lower than the par value. These variations are caused by differences between the market interest rate and the stated interest rate of a bond, as well as changes in the credit rating of the bond. The reverse holds true if an investor buys a bond at a price below its par value – that is, the effective form 941 interest rate to the investor will be more than the stated interest rate on the bond. These include a business-friendly court system, flexible incorporation rules, and the fact that businesses operating only outside of Delaware don’t have to pay state corporate income tax. Your company’s annual report in Delaware is due on or before March 1 each year.

• In some states, there is a designated state agency or department that collects franchise taxes, and it may be separate from the entity in charge of collecting income taxes.
• Most importantly, you are only required to pay the lower of the two calculations.
• S corporations pay either 1.5% of their net income or the $800 minimum franchise tax, whichever is greater.

The varying amounts can be contributed to an endless array of options of authorized shares, issued shares, par value and gross assets. Fortunately, the entity only has to pay the lesser amount yielded by the two methods. Authorizing excessive shares of stock can result in a higher annual franchise tax liability.

For these reasons, it is important to be aware of your franchise tax obligations in every state where you do business and make sure that you make all franchise tax payments on time. In states where businesses pay both income tax and franchise taxes, they may not necessarily pay them to the same entity. In some states, there is a designated state agency or department that collects franchise taxes, and it may be separate from the entity in charge of collecting income taxes. The Delaware Annual Franchise Tax assessment is based on the authorized shares of your company.

Annual Report Filing Fee:

The minimum payment using the Assumed Par Value Capital method is $400, and there is no maximum. Read on to learn more about whether your small business might need to pay a franchise tax and the consequences you’ll face if you ignore your franchise tax obligations. Let’s also imagine it has authorized and issued 100,000 shares at a par value of $2.00 each, and 100,000 shares at par value of $10.00 each.

The minimum tax when using this method is $175, and the maximum tax is $200,000. Note that only one Delaware annual report is required to be filed by March 1st, even for corporations paying quarterly franchise taxes. 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. While a 2021 calculator is not posted on the Delaware Secretary of State site, we have confirmed that the 2018 calculator can be used for the 2021 tax year. C Corporations pay either an income tax rate of 8.84% of their net income and the $800 franchise tax, whichever is greater.

Legal Information

Sign up below to get the Delaware Franchise Tax Calculator so you can see an estimate of how much you will owe Delaware for your 2021 Annual Franchise Tax. Just want to highlight that Justin Damiani is one of the BEST customer support reps I have ever interfaced with. You could do a lot worse than sending him an email to get your business started & sorted with HBS.

For every additional 10,000 shares authorized after that, you pay another $85 in franchise tax, up to a maximum of $200,000. The Delaware franchise tax is collected every year by the Delaware Department of State. They mail your official business address an annual reminder to pay your franchise taxes. This will allow the entity to file annual Franchise Tax under the Authorized Shares Method and potentially pay a lower amount.

What is Par Value for Preferred Stock?

As a last resort, the CEO can list their personal address, but this is not ideal for everyone. The second reason is bad bank accounts, such as using the wrong bank account on tax filings or not informing your accountant of changes in bank accounts, which can delay tax filings and result in late fees. For most VC backed startups, the par value will be listed in one or more of the following legal documents. (Make sure you work with experienced attorneys so they don’t mess up important items like par value!) Your lawyer may also have put your par value into your cap table software.

In other states, companies may only be obligated to pay one or the other. Some states allow companies to issue shares with no par value at all, so that there is no theoretical minimum price above which a company can sell its stock. Thus, the reason for par value has fallen into disuse, but the term is still used, and companies issuing stock with a par value must still record the par value amount of their outstanding stock in a separate account. You’ll incur a $200 penalty if you don’t file an annual report on or before March 1. You’ll also pay 1.5% per month applied against any unpaid tax and penalty. If your company has authorized 5,000 shares or fewer, your total Delaware franchise tax amount is $175.

If you’ve raised $10M in VC funding, you are going to owe closer to $4,000. If you’ve received a bill for $75K, it is because Delaware has calculated the tax using the Authorized Shares Method. Don’t freak out; recalculate using the Assumed Par Value Capital Method. In addition to paying the Franchise Tax, Delaware requires every corporation to have and maintain a registered agent in the State.

The Franchise Tax Department will be available to assist on Saturday, February 26th, by email and chat from 8 am to 4 pm. In California, any business that offers limited liability for its owners is required to pay an annual franchise tax of $800 regardless of its profits or size. This includes LLCs, corporations, limited partnerships, and limited liability partnerships doing business or organized in California. Sole proprietorships and general partnerships aren’t subject to the franchise tax.

Companies like to set a very low par value because it represents their legal capital, which must remain invested in the company and cannot be distributed to shareholders. Another reason for setting a low par value is that when a company issues shares, it cannot sell them to investors at less than par value. The par value is stated in the company’s articles of incorporation and figures on the paper stock certificates that companies used to issue. A franchise tax, sometimes called a privilege tax, is a fee you pay for the privilege of doing business in a certain state. When forming a Delaware corporation, one significant detail you will need to consider is the number of shares the entity will have authorized, and the corresponding par value of those shares. Although not as common, the Investor Rights Agreement may also make reference to the par value of preferred shares.