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What annual compliance do I need for my Delaware C-corp?

Started by ComplianceNewbie · Oct 15, 2024 · 8 replies
For informational purposes only. Not legal advice.
CN
ComplianceNewbie OP

Incorporated my Delaware C-corp 6 months ago. What do I actually need to file annually to stay compliant? Getting conflicting info from google.

CA
CorpAdmin_Jen

Delaware C-corp basics:

  • Franchise Tax - Due March 1 every year. Use the "assumed par value capital" method to calculate (usually much lower than the default method)
  • Annual Report - Filed with franchise tax, $50 fee
  • Registered Agent - Keep your registered agent active, pay their annual fee

If you're doing business in another state, you also need to stay compliant there as a "foreign corporation."

FT
FranchiseTax_Ouch

WARNING about franchise tax calculation: Delaware's default method can give you a $200K+ bill even if you're a tiny startup. The "assumed par value capital" method is almost always lower. Don't just pay what the first bill says - recalculate using Method 2.

CL
CorpLaw_Dave Attorney

Also don't forget internal compliance - technically your board should hold at least one annual meeting (can be by written consent), and you should document major decisions. Not strictly "filings" but important for maintaining corporate formalities which protects your liability shield.

SO
SoloOps

how do people handle this without a lawyer? I'm a solo founder, seems overkill to pay someone $500 to file a $225 tax

CA
CorpAdmin_Jen

@SoloOps you can file Delaware franchise tax yourself through their website (corp.delaware.gov). It's not hard, just make sure to calculate using the right method. Some registered agent services also offer to file for you for like $50.

CN
ComplianceNewbie OP

Super helpful. I'm also registered as foreign corp in California. What do I need to file there?

CL
CorpLaw_Dave Attorney

California: Statement of Information (Form SI-350) due within 90 days of registration and every year after. Also California $800 minimum franchise tax even if you have $0 revenue. Welcome to doing business in CA.

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