Who this is for
- US startup C corporations, often formed in Delaware, budgeting for tax and bookkeeping
- Founders comparing accountant quotes after a raise or first hires
Not covered here
- Market prices or fee ranges for accounting work
- Choosing an accountant and the questions to ask before hiring
- Preparing the first Form 1120 yourself, line by line
- A foreign-owned corporation's Form 5472 scope and fee
How much does a startup CPA cost each year?
No government source sets accounting fees, so a fair price depends on scope: which returns and forms the company files, and how much work the books need before anyone can prepare them. Government charges are separate and fixed: a Delaware corporation pays at least $400 for a full year in franchise tax under the assumed par value capital method, plus a $50 annual report fee (Delaware Division of Corporations).
| What the startup pays for | Who sets the amount | When |
|---|---|---|
| Federal Form 1120 preparation | The preparer, from the filings it includes | Calendar-year return due April 15 of the following year |
| Home-state income or franchise tax return | The preparer, plus the state's own tax | With the state's corporate due date |
| Delaware franchise tax and annual report | Delaware, by formula | March 1 of the following year |
| Monthly bookkeeping | The bookkeeper, from volume and basis | Each month |
| Payroll returns and Forms W-2 | The preparer or payroll provider | Quarterly and early each year |
| Forms 1099-NEC and 3921 | The preparer, per form | Early each year |
A startup's case stops being simple when it has missed years, a foreign owner, employees in more than one state, a research credit election that only works on a timely return, or books months behind. Each adds work that a quote should name.
Gather before asking for a quote: last year's federal and state returns, bank and card statements, the cap table with SAFEs and notes, payroll reports, and any Delaware, state or IRS notices.
Which charges are fixed whoever does the work?
Delaware's franchise tax, its annual report fee and a home state's minimum tax are owed whatever an accountant charges. A low quote does not lower them, and a quote may not include them.
| Charge | Amount | Source |
|---|---|---|
| Delaware minimum tax, authorized shares method | $175 | Delaware |
| Delaware minimum tax, assumed par value capital method | $400 | Delaware |
| Delaware annual report fee, non-exempt domestic corporation | $50 | Delaware |
| California minimum franchise tax | $800 | California FTB |
A startup with millions of authorized shares can get a Delaware notice far above these minimums under the authorized shares method; recalculating with the assumed par value capital method often lowers it. See Delaware franchise tax.
California charges its minimum franchise tax to every corporation incorporated, registered or doing business there, but a newly incorporated or newly qualified corporation does not pay it for its first taxable year (California FTB). Other states set their own minimums; the Delaware C corporation calendar has one row per common home state.
Which filings add to the cost to file Form 1120?
Each filing below is separate work, so a quote should say which ones it covers. The biggest jump on the federal return is the balance sheet: a corporation skips Schedules L, M-1 and M-2 only when both its total receipts and its year-end total assets are under $250,000 (Schedule K, question 13 in the Form 1120 instructions).
| Filing | When a startup needs it |
|---|---|
| Schedule L balance sheet, Schedules M-1 and M-2 | Receipts or year-end assets at or above $250,000; the balance sheet should agree with the books (IRS) |
| Schedule M-3 in place of M-1 | Year-end total assets of $10,000,000 or more (IRS) |
| State income or franchise tax returns | Generally one for each state with a corporate income or franchise tax where the corporation does business; some states also tax a corporation for being registered there (other states) |
| Form 1099-NEC | Payments to a contractor of $2,000 or more in the year (IRS) |
| Form 3921 | One for each transfer of stock when an employee exercises an incentive stock option (IRS) |
| Form 6765 | Claiming the research credit with the return (IRS) |
| Form 8974 | Attached to Form 941 in each quarter the research credit is used against payroll tax (IRS) |
| Forms 941, 940 and W-2 | Once the company has employees (Publication 15) |
A qualified small business can elect to use up to $500,000 of its research credit against the employer's share of social security tax, and then of Medicare tax (Form 8974 instructions). The election must be made by the due date of the original return, including extensions (Form 6765 instructions). See the research credit against payroll tax.
Why does the fee go up after we raise money?
A raise puts cash on the balance sheet, and that alone can take year-end assets past $250,000, which brings in Schedules L, M-1 and M-2. SAFE or priced-round money is generally not income, but it has to be recorded correctly so the balance sheet ties to the cap table; see SAFEs and convertible notes.
The money usually buys hires, which brings payroll filings, option grants that lead to Forms 3921 when employees exercise, and research spending that can support Forms 6765 and 8974. Investors also tend to ask for monthly financial statements, which means books closed every month rather than once a year. To prepare the books before a round, see cleaning up your books before fundraising.
How much does startup bookkeeping cost per month, and what moves it?
A monthly bookkeeping price only means something next to its scope: how many bank and card accounts, how many transactions, whether payroll and contractors are reconciled, and whether the books are kept on the cash or accrual basis.
- Kept monthly: each close is small and the year-end return starts from finished books.
- Months behind: someone has to rebuild the missing months from statements before a return can be prepared, which is usually priced as separate catch-up work. See catching up on overdue books.
- Cash or accrual: accrual books track unpaid bills, customer prepayments and prepaid expenses, so each month takes more work. A C corporation generally must use the accrual method for tax once its average gross receipts pass $32,000,000; investors may want accrual statements well before that. See switching from cash to accrual.
Schedule M-1 reconciles the books' income to the return's taxable income (IRS), so untidy books raise the tax return fee as well as the bookkeeping one.
Does payroll or a team in another state add cost?
Yes. Employees bring federal Form 941 every quarter, Form 940 each year, and Forms W-2, due February 1, 2027 for wages paid in the page's tax year (Publication 15). Late payroll tax deposits draw penalties of 2% to 15% of the late amount, depending on how late they are and whether the IRS has already sent a notice (Publication 15). If withheld income, social security and Medicare taxes go unpaid, the IRS can charge the trust fund recovery penalty, equal to the unpaid amount, to each person responsible for paying them who willfully did not, such as a founder who signs the checks (Publication 15).
An employee working in another state usually means registering there for payroll withholding and unemployment insurance, and can give the corporation enough presence to owe that state's income or franchise tax return. Each state sets its own rules; see business income tax in other states.
Is a fee based on our refund or credit a warning sign?
Yes. The IRS tells taxpayers to avoid preparers who base their fees on a percentage of the refund (IRS Topic 254). The IRS's rules for practitioners, Circular 230, treat a fee based on a percentage of the refund or of the taxes saved as a contingent fee and restrict contingent fees for return work (31 CFR 10.27). A federal court has barred the IRS from enforcing that restriction against fees for ordinary refund claims (Ridgely v. Lew), so the IRS's warning is the firmer guide.
The same caution applies to an offer to claim a research credit for a share of the credit. A fee tied to the result rewards a bigger claim, while the corporation alone answers to the IRS for it. A fixed or hourly fee for stated scope avoids that pull. For what else to ask, see choosing an accountant for a startup.
What should a quote list, and what is usually extra?
A quote should list each return and form by name and year, so two quotes can be compared line by line. Work outside that list is usually billed separately.
| A quote should list | Often billed separately |
|---|---|
| Form 1120 for which year, with which schedules | Catch-up returns for missed years |
| Each state return and the Delaware report | Rebuilding months of books |
| The extension (Form 7004) and estimated tax | Replies to IRS or state notices |
| How many Forms 1099-NEC and 3921 | Amended returns on Form 1120-X |
| Payroll returns, if not with a payroll provider | Research credit study and records |
| Bookkeeping frequency and basis | Accounting method changes |
What do late filings add in penalties?
Late filings cost the penalties below plus the work of catching up, which usually makes a missed year cost more than a current one would have. A late corporate return is charged 5% of the unpaid tax for each month or part of a month, up to 25% (Form 1120 instructions).
| Late filing | Penalty |
|---|---|
| Form 1120 filed late | 5% of unpaid tax a month, up to 25%; more than 60 days late, at least the smaller of the tax due or $535 |
| Tax paid late | 0.5% of unpaid tax a month, up to 25% |
| Delaware annual report | $200, plus 1.5% a month on tax and penalty (Delaware) |
| Forms W-2, 1099-NEC or 3921 | Per return and again per payee copy, $60 if corrected within 30 days, rising to $340 |
| Payroll tax deposits | 2% to 15% of the late deposit |
A Delaware corporation that goes a year without paying its franchise tax or filing its annual report has its charter declared void (Delaware Code, title 8, section 510), and reviving it is a further filing.
A startup with a loss and no tax due owes no federal late-filing penalty on its Form 1120, because that penalty is figured on unpaid tax. A late return still loses that year's payroll research credit election, which has to be on a return filed by its due date with extensions. A foreign-owned corporation faces separate Form 5472 penalties; see what a preparer needs for a foreign-owned corporation. For relief, see late filing and payment penalties.
Does doing it ourselves cost less in the end?
For a pre-revenue year under the $250,000 test, with no payroll and one state, filing the return yourselves can be manageable; see the first corporate return for a pre-revenue startup.
Once the company raises, hires or claims credits, the risk shifts to what is hard to fix later. The payroll research credit election and the section 280C reduced-credit choice can only be made on a timely original return, and the section 280C choice cannot be made or changed on an amended return (Form 6765 instructions). A balance sheet that does not tie to the books carries forward into every later return and into investor due diligence.
Example
These examples are illustrative and use US dollars.
Pre-seed, no revenue, run from California
A Delaware corporation formed on July 1 with 10,000,000 authorized shares raises nothing and spends founder money. Delaware prorates a partial first year, so under the assumed par value capital method it pays about half the $400 full-year minimum, $200, plus the $50 report fee; from the second year, $400 plus $50. It registers in California the year it forms, so as a newly qualified corporation it owes no California minimum franchise tax for its first taxable year, and $800 from the second. Receipts and assets stay under $250,000, so its Form 1120 has no Schedule L. The scope is one federal return, one California return and the Delaware report.
Seed round: $2,000,000 of SAFEs, four employees in two states
Year-end cash puts assets far above $250,000, so the Form 1120 needs Schedules L, M-1 and M-2. Employees in two states mean payroll registration and returns in both, and possibly two state income or franchise tax returns. Federal payroll brings four Forms 941, a Form 940 and four Forms W-2. Two employees exercised incentive stock options, so two Forms 3921. As a qualified small business, the company claims the research credit on Form 6765 and elects to use it against payroll tax, then attaches Form 8974 to its Forms 941 from the first quarter after its Form 1120 is filed. Each item is scope a quote should list.
Two years unfiled
- Year one: a loss and no tax due, so no federal late-filing penalty, but any payroll research credit election for that year is gone. A full year's $400 Delaware tax was not paid and the report not filed, adding a $200 penalty and 1.5% a month interest on the $600, about $9 a month.
- Year two: the same again, with a second Delaware report late and interest still running on the first. A year after the first missed payment, Delaware treats the charter as void, so the company must be revived before it is in good standing.
- Year three: the current return, prepared only after two years of books are rebuilt.
The catch-up costs the rebuilt books, two late returns, the Delaware penalties, interest and revival, and the lost elections: more than filing each year on time.
Different for you?
- You are choosing who to hire: see choosing an accountant for a startup.
- A foreign person or company owns the corporation: see what a preparer needs for a foreign-owned corporation and get corporate tax help.
- You want to file the first Form 1120 yourselves: see the first corporate return for a pre-revenue startup.
- Returns are missing for past years: see catching up on unfiled business returns and get corporate tax help.
- The books are months behind: see catching up on overdue books or get bookkeeping help.
- Investors want accrual books, or receipts passed the limit: see switching from cash to accrual.
- The Delaware notice is large: see Delaware franchise tax.
- A raise is coming: see cleaning up your books before fundraising.
- You want the payroll research credit: see the research credit against payroll tax and get corporate tax help.
Figures on this page
| Figure | Value | Source |
|---|---|---|
| Delaware assumed par value method minimum tax Ordinary minimum under the assumed par value capital method | $400 | Delaware Division of Corporations: How to Calculate Franchise Taxes Checked |
| Delaware non-exempt domestic corporation annual report fee Separate from franchise tax | $50 | Delaware Division of Corporations: Annual Report and Tax Information Checked |
| Calendar-year C corporation Form 1120 due date Generally the 15th day of the fourth month after the tax year; weekends, holidays, and extensions can shift the filing date | April 15 of the following year | IRS: Instructions for Form 1120 Checked |
| Delaware domestic corporation annual report and franchise tax due date Annual report and franchise tax for the prior calendar year; larger franchise-tax liabilities can require installments | March 1 of the following year | Delaware Division of Corporations: Annual Report and Tax Instructions Checked |
| Delaware authorized shares tax, up to 5,000 shares Minimum tax under the authorized shares method | $175 | Delaware Division of Corporations: How to Calculate Franchise Taxes Checked |
| California C corporation minimum franchise tax Minimum for C corporations incorporated, registered, or doing business in California; newly incorporated or qualified corporations do not pay it in their first taxable year | $800 | California Franchise Tax Board: C corporations Checked |
| Form 1120 test for skipping Schedules L, M-1 and M-2 Both total receipts (page 1, line 1a plus lines 4 through 10) and year-end total assets must be less than this amount; Schedule K, question 13. Latest final Form 1120 and instructions are for tax year 2025. | $250,000 Tax year 2025 | IRS: Instructions for Form 1120 Checked |
| Year-end total assets requiring Schedule M-3 Nonconsolidated or consolidated total assets on the last day of the tax year. Partial completion relief may allow Schedule M-1. Latest final Form 1120 instructions are tax year 2025. | $10,000,000 Tax year 2025 | IRS: Instructions for Form 1120 Checked |
| Form 1099-NEC reporting threshold for payments made in 2026 Generally, reportable service payments to one payee during 2026; backup withholding can require filing at any amount | $2,000 Tax year 2026 | IRS: Am I required to file a Form 1099 or other information return? Checked |
| Maximum research credit a qualified small business can elect against payroll tax per year Tax years beginning after 2022; the elected amount is also limited to the year's credit and, for C corporations, the general business credit carryforward | $500,000 | IRS: Instructions for Form 6765 Checked |
| Cash-method gross receipts test for corporations and partnerships Average annual gross receipts for the 3 tax years before the current one, for tax years beginning in 2026 (section 448(c)); aggregation rules apply. Same figure as us.inventory.small-business-gross-receipts-limit, kept separate for the cash-method rule. | $32,000,000 Tax year 2026 | IRS: Rev. Proc. 2025-32, section 4.30 (Internal Revenue Bulletin 2025-45) Checked |
| 2026 Forms W-2 and W-3 filing and furnishing deadline File 2026 Forms W-2 and W-3 with the SSA and furnish W-2 to employees by this date | February 1, 2027 Tax year 2026 | IRS: General Instructions for Forms W-2 and W-3 (2026) Checked |
| US late payroll deposit penalty range IRC 6656 and IRS guidance: 2%, 5%, 10%, or 15% of the unpaid deposit depending on lateness and notice; rates do not stack | 2% to 15% | IRS: Failure to Deposit Penalty Checked |
| Corporate income tax return late-filing penalty per month Percentage of unpaid tax for each month or part of a month a corporate income tax return is late, subject to the maximum and other rules. | 5% | IRS: Instructions for Form 1120 Checked |
| Corporate income tax return late-filing penalty maximum Maximum ordinary failure-to-file penalty as a percentage of unpaid tax; separate Form 5472 penalties can apply. | 25% | IRS: Instructions for Form 1120 Checked |
| Minimum federal tax-based late-filing penalty when over 60 days late, for returns due in 2027 Lesser of this amount or 100% of the tax required to be shown; applies to Form 1120 and a Form 1120-S showing tax, for returns required to be filed in 2027 | $535 Tax year 2026 | IRS: Revenue Procedure 2025-32, section 4.52 Checked |
| General monthly failure-to-pay penalty rate Of unpaid tax for each month or part month the tax remains unpaid; special rates can apply in some cases | 0.5% | IRS: Failure to pay penalty Checked |
| General maximum failure-to-pay penalty rate Maximum percentage of unpaid tax | 25% | IRS: Failure to pay penalty Checked |
| Delaware late corporate annual report penalty For not filing a complete annual franchise tax report on time | $200 | Delaware Division of Corporations: Annual Report and Tax Information Checked |
| Delaware monthly franchise and alternative entity tax interest Interest on unpaid corporation, LLC, and partnership tax and applicable penalties | 1.5% | Delaware Division of Corporations: Annual Report and Tax Information Checked |
| Penalty per information return or payee statement due in 2027, corrected within 30 days Applies separately to a return and a payee statement; forms for 2026 payments are due in 2027 | $60 Tax year 2027 | IRS: Revenue Procedure 2025-32 Checked |
| Penalty per information return or payee statement due in 2027, corrected after August 1 or not corrected Applies separately to a return and a payee statement; forms for 2026 payments are due in 2027 | $340 Tax year 2027 | IRS: Revenue Procedure 2025-32 Checked |
Primary sources
- IRS: Instructions for Form 1120
- Delaware Division of Corporations: Pay taxes
- California FTB: Corporations
- IRS: Instructions for Forms 1099-MISC and 1099-NEC
- IRS: Instructions for Forms 3921 and 3922
- IRS: Instructions for Form 6765
- IRS: Instructions for Form 8974
- Delaware Code, Title 8, Chapter 5: Corporation Franchise Tax
- US District Court for the District of Columbia: Ridgely v. Lew (2014)
- IRS: Publication 15, Employer's Tax Guide
- IRS: Topic no. 254, How to choose a tax return preparer
- eCFR: 31 CFR 10.27, Fees (Circular 230)
About this guide
Edited and reviewed by Di Lu, CPA on . It explains general rules for the tax year shown. It is not advice for your situation.
Changes
- : First published.