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Statutory Franchise & Nexus Auditor

8 Del. C. §§ 502–503 • HB 400 (2026) • Updated 2026

Delaware Franchise Tax Calculator

Delaware defaults to the method that bills you more. Compute both the Authorized Shares and Assumed Par Value amounts and legally pay the lower — the same comparison Harvard Business Services and Stripe Atlas walk founders through. LLCs and LPs owe the $400 flat tax (2026+) with no share math.

Delaware HB 400 LLC rate: $400 LLC/LP annual tax from tax year 2026 — verified 2026-09-01.Official source
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Delaware Division of Corporations • 8 Del. C. §§ 502–503 • HB 400 (2026)

Delaware Franchise Tax Engine

Compare Authorized Shares vs Assumed Par Value and pay the lower. LLCs owe the $400 flat tax (2026+).

Filing rule: corporations file by March 1 (late: $200 + 1.5%/month); LLCs/LPs pay by June 1. Enter issued shares and gross assets to see the APV comparison.
Result — 2026
Authorized Shares method$250
Assumed Par Value method$2,000
Payable franchise tax (authorized shares)$250
Annual report fee$50
Total due$300

1. Authorized Shares method (8 Del. C. § 503): 10,000 authorized shares → $250 (≤5,000: $175; 5,001–10,000: $250; +$85 per extra 10,000).

2. Assumed Par Value method: ($500,000 ÷ 1,000 issued) × 10,000 authorized = $5,000,000 capital → $2,000 ($400 per $1M, $400 minimum, $200,000 maximum).

3. Payable franchise tax: $250 via Authorized Shares (lower of available methods) + $50 annual report fee = $300 total. Due March 1; late adds $200 + 1.5%/month interest.

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Authorized Shares tiers
  • ≤ 5,000 shares → $175
  • 5,001 – 10,000 → $250
  • Each extra 10,000 (or part) → +$85
  • Maximum franchise tax → $200,000
Assumed Par Value steps
  1. Assumed par = gross assets (1120 Sch. L) ÷ issued shares
  2. Capital = assumed par × authorized shares
  3. Tax = $400 per $1M of capital ($400 min, $200k max)
  4. File annual report (+$50) by March 1

Delaware comparison questions

Entity ComparisonCal. Rev. & Tax Code §§ 17942, 23802

Low-margin, high-receipts businesses often pay less as S-corps (1.5% of profit); high-margin businesses often do better as LLCs under the fee tiers.

California taxes S-corps at 1.5% of net income ($800 minimum) with no gross-receipts fee, while LLCs pay $800 plus the § 17942 fee on receipts ($900–$11,790). Example at $1.2M receipts: with $95k profit the LLC owes $6,800 but the S-corp owes ~$1,425; with $600k profit the LLC still owes $6,800 but the S-corp owes ~$9,000. S-corps add payroll requirements and change federal self-employment tax, so model both layers before electing (Form 2553 federally).

Official Citation:Cal. Rev. & Tax Code §§ 17942, 23802
Entity Comparison8 Del. C. §§ 502–503

Compute both and pay the lower. Few shares favors Authorized Shares; many shares with low assets favors Assumed Par Value.

Entity ComparisonDelaware HB 400 (2026) & Div. of Corps guidance

$400 per year for LLCs/LPs for tax year 2026 onward (up from $300); due June 1. Corporations are unchanged.

Entity ComparisonWyo. Stat. § 17-16-1630; 8 Del. C. § 503; Cal. Rev. & Tax Code § 23101

Wyoming usually wins on state cost alone (~$310 vs ~$2,000 for an LLC over 5 years), but Delaware is expected for most VC raises.