Incorporated my Delaware C-corp 6 months ago. What do I actually need to file annually to stay compliant? Getting conflicting info from google.
Delaware C-corp basics:
If you're doing business in another state, you also need to stay compliant there as a "foreign corporation."
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.
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.
how do people handle this without a lawyer? I'm a solo founder, seems overkill to pay someone $500 to file a $225 tax
@someone_please_help_13 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.
Super helpful. I'm also registered as foreign corp in California. What do I need to file there?
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.
This thread is gold for anyone setting up their first Delaware corp. I wanted to add something that caught me off guard in my second year: the Beneficial Ownership Information reporting requirement under the Corporate Transparency Act. This went into effect January 1, 2024, and requires most small companies to report their beneficial owners to FinCEN.
For existing companies formed before 2024, there was an initial filing deadline. New companies formed after that date have 90 days from formation to file. The penalties for non-compliance are significant: up to $500 per day in civil penalties and criminal fines up to $10,000.
Beyond that, if you are operating as a foreign corp in multiple states, each state has its own compliance calendar. I have a Delaware corp qualified in California, Texas, and New York. That means I am tracking franchise tax in Delaware (March 1), Statement of Information in California (annually from registration date), franchise tax in Texas (May 15), and biennial filings in New York. Missing any one of these can result in administrative dissolution or revocation of your authority to do business.
One more thing: do not forget to maintain your registered agent in every state where you are qualified. If your agent resigns or your registration lapses, you lose your ability to receive legal service of process, which can result in default judgments against your company without you even knowing about the lawsuit.