Delaware Certificate of Amendment Cost & Par Value Tax Reduction Calculator
Did your corporation accidentally incorporate with high par value stock ($1.00 or $0.10) or an incorrect share count? Filing a Certificate of Amendment legally resets your par value to $0.00001, saving thousands in recurring franchise taxes every year.
Stock & Amendment Parameters
Filing the amendment reduces your mandatory Assumed Par Value minimum from $4,050 down to $450 every single calendar year.
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Northwest Registered Agent
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Bookkeeping, IRS & Delaware FilingsIdeal for international and US founders. Doola pairs you with dedicated CPAs to handle your IRS Form 1120 and Delaware franchise tax filing simultaneously.
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How do you amend a Delaware certificate of incorporation?
The board adopts a resolution setting out the amendment and declaring it advisable, the stockholders approve it by a majority of the outstanding stock entitled to vote, and the corporation files a Certificate of Amendment with the Delaware Division of Corporations (8 Del. C. § 242). The amendment takes effect when it is filed, unless the certificate states a later time.
If the amendment changes the number of authorized shares or the par value of a class, or alters that class’s rights, holders of that class may also need to approve it as a separate class under § 242(b)(2).
How much does a Delaware Certificate of Amendment cost?
The base fee is $214: a $194 Division of Corporations filing fee plus a $20 county fee. Expedited processing costs extra; the calculator above adds it when you choose a faster option.
Why would a startup amend its par value or authorized shares?
Under the Assumed Par Value Capital Method, each class is taxed on authorized shares multiplied by the greater of the assumed par or the stated par. A company with 10,000,000 authorized shares at a $1.00 stated par has at least $10,000,000 of assumed par value capital, so it owes at least $4,000 a year no matter how small it is. Lowering the par to $0.00001 usually brings the tax back to the $400 minimum.
Increasing authorized shares works the other way: under the Authorized Shares Method each additional 10,000 shares adds $85, so file under the Assumed Par Value Capital Method after the amendment (8 Del. C. § 503).