Delaware C Corp Taxes for Startups: The Yearly Filing Calendar

Delaware C corp tax deadlines: what is due each year?

A Delaware C corporation has three sets of filings every year, with or without revenue: Delaware's annual report and franchise tax by March 1, federal Form 1120 by the 15th day of the fourth month after year-end, and a return in each state where it does business. Payroll and contractor forms add January dates. For a calendar-year corporation:

Federal dates that fall on a weekend or legal holiday move to the next business day (IRS Form 1120 instructions; information return instructions).

A startup's calendar stops being simple when it hires or works in a new state, has a founder or investor abroad, issues stock options, or has already missed a March 1 or a Form 1120. Each of those adds filings or penalties that grow with time.

Gather these before building the calendar: the certificate of incorporation (authorized shares and par value), the stock ledger or cap table (issued shares), the year-end balance sheet (gross assets), each state where the company is registered or has staff, and the payroll states.

What does a Delaware C corp with no revenue owe Delaware by March 1?

A Delaware corporation files an annual franchise tax report and pays franchise tax by March 1 for the prior year, whether or not it earned anything. The report fee for an ordinary corporation is $50, and the tax is at least $175 under the authorized shares method or $400 under the assumed par value capital method, capped at $200,000 (Delaware Division of Corporations).

A corporation formed partway through the year files its first report by the next March 1, and its tax is prorated for the part of the year it existed (Delaware Code, title 8, § 503(d)). No revenue is not an exemption. If the year's franchise tax is estimated at $5,000 or more, Delaware wants 40% by June 1 and 20% each by September 1 and December 1, with the rest on March 1 (§ 504).

Why is the first Delaware franchise tax notice so large?

Delaware first bills a corporation on its authorized shares, the shares its charter allows, issued or not. A startup that authorized 10,000,000 shares can see a notice in the tens of thousands of dollars (Delaware Code, § 503).

A corporation with par value stock can usually lower that bill by entering its issued shares and gross assets in the annual report, so Delaware can apply the assumed par value capital method instead. The math, the records needed, and how to correct a bill already paid are in Delaware franchise tax: why the bill is high.

Does a Delaware corporation with no presence there owe Delaware income tax?

Usually not. Delaware exempts from its corporate income tax a corporation that keeps a statutory office in the state but does not do business there (Delaware Code, title 30, § 1902(b)(6)). The franchise tax is separate and is still due. A corporation with staff, an office or other activity in Delaware should check whether it owes Delaware income tax; the franchise tax guide covers the difference.

What does the corporation file with the IRS: Form 1120, the extension and estimated tax?

Every domestic C corporation files Form 1120 each year, whether or not it has taxable income. A calendar-year corporation files by April 15, 2027; a new corporation's first, short-year return is due by the 15th day of the fourth month after that short year ends (IRS Form 1120 instructions).

• Extension: Form 7004, filed by the original due date, gives six months more to file. It does not extend the time to pay; any tax due is still due on the original date (IRS Form 7004 instructions).
• Estimated tax: a corporation that expects its tax for the year, after credits, to be $500 or more pays installments by the 15th day of the 4th, 6th, 9th and 12th months of its tax year, by electronic funds transfer (IRS Form 1120 instructions). A startup with a loss and no tax expected owes no installments.
• Fiscal year: a corporation whose tax year ends June 30 filed by the 15th day of the third month after year-end for tax years that began before 2026; for tax years beginning after 2025, the fourth-month rule applies to it too (P.L. 114-41, § 2006(a)(3)).

What goes on a first return with no revenue, such as formation costs and the loss, is covered in the first corporate return for a pre-revenue startup. A corporation with a foreign owner of 25% or more files more; see foreign-owned C corporation filing.

What does the state you run it from require?

The state where the startup actually works, not Delaware, usually brings the larger state filing. A Delaware corporation doing business in another state generally registers there as a foreign corporation and files that state's corporate return. How to register is in registering in another state.

California's first-year exemption has a catch: the FTB says it does not apply to a corporation that is not qualified with the Secretary of State, so a Delaware corporation working in California without registering there loses it. The exemption covers only the corporation's first taxable year, so one that worked in California for a year or more before registering may already be past it. Details are in California minimum tax. Texas report rules are in Texas franchise tax.

Employees, customers or servers in more states can add income tax returns there; see business income tax in other states. Hiring in a new state also means registering for that state's payroll taxes; see employees in another state. A SaaS product may owe sales tax; see sales tax on SaaS.

Which January forms are due: W-2, 1099-NEC and Form 3921?

Three information forms fall due early each year for the year before. Each goes to the person and to the government:

A company with employees also files Form 941 each quarter by the last day of the month after the quarter ends (IRS), and usually Form 940 each January. Option grants, exercises and the paperwork they create are covered in granting stock options after a valuation.

Does a Delaware C corp still file a beneficial ownership (BOI) report?

No. FinCEN's final rule exempts US companies from beneficial ownership information reporting, so a Delaware corporation does not file a BOI report (FinCEN). Older startup checklists still list it. Only certain companies formed under a foreign country's law and registered to do business in a US state still report.

Which other dates go on the calendar: the 83(b) window and the FBAR?

Two more dates catch startups that track only tax returns:

• 83(b) election: a founder who receives shares that vest has 30 days from the date the shares are transferred, not from vesting, to file an election with the IRS, by written statement or Form 15620 (IRS Publication 525). The founder files it, but the company should keep a copy. How to file and what a missed window means: founder shares that vest.
• FBAR: a US corporation with accounts outside the US that together exceed $10,000 at any time in the year files an FBAR by April 15, with an automatic extension to October 15 (IRS). Which company accounts count: FBAR for company accounts abroad.

What happens if the corporation misses a deadline?

Penalties start the day after the due date, and the Delaware charter itself is at risk:

A late Form 1120 with no tax due generally carries no federal late-filing or late-payment penalty, because both are a share of unpaid tax. Delaware's and the information-return penalties are fixed amounts that apply anyway. A corporation behind on several years should sort them out in order; see catching up on unfiled business returns.

Example

All figures are illustrative and in US dollars.

Formed in January with 10,000,000 authorized shares, run from California

The founders form a Delaware corporation with 10,000,000 authorized shares at a tiny par value, issue 8,000,000, and register it in California the same month. At year-end, gross assets are $200,000.

• March 1, 2027, Delaware: the authorized shares method gives $250 for the first 10,000 shares plus $85 for each of 999 further blocks, about $85,165 for a full year. The assumed par value method gives $200,000 ÷ 8,000,000 = $0.025 a share, times 10,000,000 shares = $250,000 of capital, so the $400 minimum. With the $50 fee, the filing costs about $450 before any first-year proration.
• April 15, 2027, IRS: Form 1120 for the first year, with no estimated tax if no tax was expected.
• April 15, 2027, California: Form 100 with no $800 minimum for the first taxable year; the $800 minimum applies from the second year.

Five employees in New York City after a seed round

The company hires five people in its New York City office. It files Form 941 every quarter, gives each employee a W-2 by February 1, 2027, and gives a Form 3921 to anyone who exercised incentive stock options. By April 15, 2027 it files Form 1120, Form CT-3 with Form CT-3-M, and Form NYC-2. With a loss and New York receipts of $80,000, its state and City fixed dollar minimums are $25 each, and the City's capital tax (0.15% of business capital, less a $10,000 reduction) is zero at this size. But once more than $1 million has been received for stock, New York State's capital base generally applies (0.1875% of business capital in the 2025 instructions) unless the company qualifies for a lower rate, such as a qualified emerging technology company, so a $3,000,000 seed round held as cash could produce a state tax of a few thousand dollars instead of $25.

Missed March 1

A corporation owing $400 of franchise tax and the $50 fee files on May 15 instead of March 1. It adds the $200 penalty, and interest at 1.5% a month for three months or part months on the $600 of tax and penalty, about $27. Total: about $677. Left unpaid for a year, the charter becomes void.

Different for you?

• Your Delaware notice shows tens of thousands of dollars: recalculate it with Delaware franchise tax before paying.
• The company works in California without registering there: see registering in another state and California minimum tax; the first-year exemption may already be lost.
• A founder or investor abroad owns 25% or more: Form 5472 and its penalties apply; see foreign-owned C corporation filing.
• Employees or revenue in several states: see business income tax in other states and employees in another state.
• A March 1, a Form 1120 or a state return was missed, or the charter is void: these grow every month; bring the notices, cap table and balance sheets to corporate tax help.
• This is the first Form 1120 with no revenue: see the first corporate return for a pre-revenue startup.