The Math Behind the $85,215 Bill: 8 Del. C. § 503(a)(1)
When you formed your Delaware C-Corp (often through Stripe Atlas, Clerky, or legal counsel), your Certificate of Incorporation authorized a standard startup share structure—typically 10,000,000 shares of common stock with a par value of $0.00001.
Delaware has two statutory calculation methods. The state’s automated computer billing system defaults to the Authorized Shares Method because the state does not yet have your corporate balance sheet:
- First 5,000 authorized shares: $175.00
- Next 5,000 authorized shares (up to 10,000): $250.00 total
- Each additional 10,000 authorized shares: +$85.00
- Mandatory Annual Report Filing Fee: $50.00
The Solution: Assumed Par Value Capital Method (8 Del. C. § 503(a)(2))
Delaware statute explicitly allows you to recalculate your tax using your issued shares and total gross assets (from Federal Form 1120, Schedule L, Line 15d).
Because early-stage companies and pre-revenue startups typically have modest assets (or under $1,000,000 in gross assets), your assumed par value capital produces the statutory minimum tax of $400.00 plus the $50 annual report fee.
What You Need to Do Before March 1st:
- Do NOT pay the $85,215 state notice: Once paid to the Delaware Division of Corporations, getting a state refund requires formal petitions and months of delay.
- Gather your Balance Sheet Gross Assets: Locate Ending Total Assets from IRS Form 1120, Schedule L, Line 15(d). If pre-revenue and no tax return filed yet, report actual December 31st bank balance.
- Use our Live Dual-Method Calculator: Plug in your gross assets and issued shares on our homepage to generate your official Delaware Filing Worksheet.
- File online on Delaware eCorp Portal or Delegate to our Concierge ($69): Submit using the Assumed Par Value method before the statutory March 1st midnight deadline.