Delaware C-corp franchise tax: notice vs. Assumed Par Value Capital
The February notice is priced on Authorized Shares. Recheck it on Assumed Par Value Capital before March 1, 2027.
Authorized Shares Method (the notice)
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$
Assumed Par Value Capital Method
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$
Franchise tax you may pay (lower method)
—
$
Overpayment if you just pay the notice
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$
Filing deadline
—
Days late
—
days
Late penalty plus interest
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$
Total to Delaware
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$
Keep the worked sheet and never miss March 1. The numbers above are free, forever, with no key and no cap. The full version exports this whole worked sheet as a .csv for your CPA and sets a March 1 alarm that repeats every year. Get the full version — $60 $60 once · one licence key per person or team seat · 7-day full refund. A registered agent files the Delaware annual report for you at about $100 per filing; agents charge $50-$200 for that service.
Both statutory methods, side by side Runs the Authorized Shares Method and the Assumed Par Value Capital Method on the same cap table and reports the lower one, which is the figure Delaware lets you pay. Rates, brackets and the $400-per-million step are taken from the Delaware Division of Corporations pages corp.delaware.gov/frtaxcalc and corp.delaware.gov/paytaxes, read on 2026-09-22.
The gap the February notice hides Delaware mails a notice priced on authorized shares. This shows that number, the lawful lower number, and the difference between them, so you can see what the notice would cost you if you simply paid it.
Two share classes with their own par values Common and preferred are entered separately with their own par value, because the Assumed Par Value Capital Method applies a per-class floor: a class whose stated par is above the assumed par is valued at its stated par. This is the step that reproduces Delaware's own published example.
What filing late adds Applies the statutory $200 late penalty plus 1.5 percent interest per month on tax and penalty, counted from March 1 of the year you enter as your filing date, so a date change moves the total.
CSV export of the worked sheet (paid) Writes every input and every intermediate line - assumed par per share, per-class capital, the round-up to the next million - to a .csv you can hand to a CPA or attach to the filing record. Paid layer, ownership axis.
March 1 alarm (paid) Sets a browser alarm ahead of the March 1 deadline and repeats it each year, so the recheck happens before the notice is paid rather than after. Paid layer, repetition axis.
Get the complete version $60
This page is the working piece. The full pack has everything below.
The February notice is priced on Authorized Shares. Recheck it on Assumed Par Value Capital before March 1, 2027.
A registered agent files the Delaware annual report for you at about $100 per filing; agents charge $50-$200 for that service.
It takes your Delaware C-corp cap table - authorized common and preferred, each par value, total issued shares and gross assets - and computes the franchise tax twice: once by the Authorized Shares Method that Delaware's February notice uses, and once by the Assumed Par Value Capital Method. It shows both, the lower lawful figure, and the difference.
Who is this for?
Founders, bookkeepers and fractional CFOs of Delaware C-corporations, especially venture-backed startups that authorized ten million or more shares at a par value of $0.00001. Those companies get the largest notices and are the ones most likely to pay a number they never owed. Registered agents and CPAs filing on behalf of clients use it too.
Why not just use a free calculator or a chatbot?
Delaware's own calculator asks for figures off the notice you may not have received yet, and it will not tell you what the gap costs. Chatbots routinely drop the two steps that decide the answer: the per-class floor where stated par beats assumed par, and rounding the assumed par value capital up to the next whole million.
What is free and what needs the key?
Every calculation is free forever: both methods, the lower figure, the notice gap, and the late penalty. Nothing is capped, watermarked or locked after N uses. The $60 key adds two things on different axes - a .csv export of the full worked sheet to keep or hand to a CPA, and a repeating March 1 alarm.
What would it cost to have a person do this?
Registered agents file the Delaware annual report and franchise tax for you as an add-on service, commonly around $100 per filing, with service fees across providers running roughly $50 to $200. That is per company, per year. A one-time $60 key covers the same recheck for as many corporations as you file for.
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