Delaware bills every corporation using the Authorized Shares Method by default. For a company with a few million authorized shares and modest assets, that bill routinely runs into tens of thousands of dollars — which is why so many founders open the envelope and assume it is a mistake. It usually is not a mistake, and there is a second method.
Delaware law lets a corporation compute the tax under either method and pay the lower amount. This calculator runs both on the same inputs and shows each result. Which method to use is your decision, not ours.
A figure like this is classically read as one input to a structure, next to where the profit arises and how each entity is held — neither of which this page can see. Applying it to a specific structure is the work of Ignito.Advisory, and it is paid. The first conversation is free: thirty minutes under NDA, and you leave with a written statement of the problem and a proposed scope. Request a discovery call →
Informational resource curated by the Ignito legal practice and cross-checked against primary sources. This is not legal advice and does not create a lawyer-client relationship. Rules change — verify against the primary source before you sign or file.
The state's own figures: under the Authorized Shares Method the minimum is $175; under the Assumed Par Value Capital Method it is $400 per million dollars of assumed par value capital (or part of a million), with a minimum of $400; either way the general maximum is $200,000. Delaware law allows a corporation to pay the lower of the two amounts. The three examples below are computed by the same formulas as the calculator above.
| Example | Authorized shares | Issued | Par, $ | Gross assets | Authorized Shares Method | Assumed Par Value Capital Method |
|---|---|---|---|---|---|---|
| A | 10,000,000 | 8,000,000 | 0.00001 | $50,000 | $85,165 | $400 |
| B | 10,000,000 | 9,000,000 | 0.00001 | $2,000,000 | $85,165 | $1,200 |
| C | 1,500 | 1,000 | 1 | $100,000 | $175 | $400 |
One class of stock in each example. The examples illustrate the formulas; they are not estimates for any particular company.
Filing date, annual report and penalties for Delaware corporations →Delaware LLCs, LPs and GPs pay no franchise tax at all. They pay a flat annual tax with nothing to compute, on a different date.
Delaware LLC tax — the flat amount and the date →One class of stock. Corporations with several classes compute the Assumed Par Value Capital Method per class, which this calculator does not do. The $200,000 ceiling shown here is the general one; Large Corporate Filers have a higher cap and should check their status.