What do you need before you start?
| Item | Where to find it | Why it matters |
|---|---|---|
| Delaware file number | Emailed notice, registered agent portal, or the Division entity search | The portal login key — without it you cannot open your record |
| Legal entity name (exact) | Certificate of Incorporation | Must match the state record character-for-character |
| Total gross assets (Dec 31) | Balance sheet; or IRS Form 1120, Schedule L, end-of-year total assets | Input for the Assumed Par Value recalculation |
| Issued and outstanding shares | Cap table / stock ledger (NOT authorized shares) | Second recalculation input; confusing these two is the #1 error |
| Payment method | Business bank account (ACH) or credit card | Tax + $50 report fee are due at submission |
| Registered agent details | Current agent (e.g., Northwest, Harvard Business Services) | Confirm or update the agent on the report itself |
The 6 filing steps on the Delaware eCorp portal
Gather the six items on the checklist
File number, exact legal name, December 31 gross assets, issued share count from the stock ledger, payment method, and current registered agent. Ten minutes of prep prevents the two most expensive errors: skipping the recalculation and swapping authorized for issued shares.
Log in at corp.delaware.gov/paytaxes
Select Annual Report / Franchise Tax, enter the file number and entity name, and open the current-year report. Confirm the entity details and the pre-filled authorized share count against your Certificate of Incorporation.
Do NOT pay the first number — click “Recalculate Tax”
The opening screen shows the Authorized Shares assessment. Clicking Recalculate opens the Assumed Par Value fields. Enter gross assets and issued shares exactly as computed; the portal recomputes in real time, usually to $450 for early-stage companies.
Verify the registered agent block
The report displays the registered agent of record. If you changed agents (or the agent changed address), update it here — this is also where next December’s notice will be sent.
Pay the tax plus the $50 report fee
Pay by ACH or card before March 1, 11:59 PM Eastern. Corporations owing $5,000+ should already be on the 40/20/20 installment schedule; the balance is due with this filing.
Save the $0-balance receipt and diary next year
Download the confirmation PDF into corporate minutes and calendar a February reminder for next year. Re-check entity status a few days later so any payment failure surfaces while there is still time to cure it without penalty.
The 5 mistakes that cost founders real money
| Mistake | What it costs | How to avoid it |
|---|---|---|
| Paying the notice amount without clicking Recalculate | Up to $84,765 overpaid (10M-share startup) | Always click “Recalculate Tax” and enter assets + issued shares first |
| Entering authorized shares where issued shares belong | Inflated Assumed Par Value capital → inflated tax | Use the stock ledger: founders + employees + investors actually issued |
| Using the wrong asset figure | Wrong tax or a rejected filing | Gross (total) assets at Dec 31, not net income, not cash alone |
| Filing at 11:59 PM on March 1 without a buffer | $200 penalty + 1.5%/month interest if the payment fails | File by mid-February; confirm the $0-balance receipt |
| Forgetting the registered agent changed | State notices go to a dead address next year | Verify the agent block on the report before submitting |
Pre-filing: know your number in 60 seconds
Run your assets and share counts through the franchise tax calculator before you log in, so the portal’s recalculated figure matches your expectation to the dollar. If the numbers disagree, stop: re-check issued vs. authorized shares and the asset figure against Form 1120 Schedule L before paying. Full timing and penalty rules live in our deadlines and penalties guide.
Annual Report Filing FAQ
Where do I file the Delaware annual report and pay franchise tax?
At the Delaware Division of Corporations eCorp portal (corp.delaware.gov/paytaxes). Enter your file number, open the annual report, optionally recalculate under Assumed Par Value, then pay by ACH or card. The portal issues a confirmation with a $0 balance — save it.
What is the Recalculate Tax button on the Delaware portal?
The portal first shows the Authorized Shares assessment (e.g., $85,215 for 10M shares). Clicking “Recalculate Tax” opens fields for gross assets and issued shares and recomputes the liability under the Assumed Par Value Capital Method — usually to the $450 minimum for startups.
What is my Delaware file number and where do I find it?
A 7-digit number assigned at incorporation, printed on your annual tax notice and available through your registered agent or the Division entity search. You need it plus the exact legal entity name to log in to the filing portal.
Can I file the Delaware annual report before I file IRS Form 1120?
Yes. Delaware is due March 1 while federal Form 1120 is typically due April 15. Delaware allows estimated year-end gross assets: use your December 31 balance sheet. If the company held nothing at year-end, report $0 and the $400 minimum applies.
How do I know my Delaware filing went through?
The portal shows a confirmation page and emails a receipt showing tax paid, the $50 report fee, and a $0 remaining balance. Keep the PDF with corporate minutes. You can re-query the entity search a few days later to confirm good-standing status.
What happens if I miss the March 1 deadline?
A $200 penalty plus 1.5% monthly interest applies immediately (8 Del. C. § 502), and the corporation loses good standing — blocking financings, contracts, and foreign qualifications until cured. Past a year, the charter goes void and requires a formal revival. See our deadlines guide.
Sources
- Delaware Division of Corporations: pay taxes / file annual report (eCorp)
- Delaware Division of Corporations: annual report and tax information
- Delaware Division of Corporations: frequently asked tax questions
- 8 Del. C. § 503: rates and computation of franchise tax
LLC, LP, or GP? You owe the annual tax by June 1 ($300 through tax year 2025, $400 from tax year 2026) with no annual report — see the LLC tax page.