Your Guide to Understanding Delaware Franchise Tax

In the world of business, Delaware is often hailed as the "Corporate Capital of America", a moniker that nods to its prominent stature as the go-to place for incorporating. But behind Delaware's shimmering appeal lies a maze of intricacies. And at the heart of this labyrinth? The Delaware franchise tax, with its twists and turns that would give any roller coaster a run for its money. Buckle up, dear business owners, as we delve into the riveting world of par values and authorized shares in Delaware's taxation tango!

What is the Delaware Franchise Tax?

The Delaware Franchise Tax is a fee that the state charges companies simply for the privilege of saying, “Hey, I own a Delaware company!” It doesn't poke its nose into how much you earn or what your business activities are. Think of it as a membership fee to the elite club of Delaware-incorporated entities.

Now, you might be thinking, “But I don't have an office or any operations in Delaware!” Fret not! Even if your business only exists on paper in Delaware and operates elsewhere, as long as it's incorporated in the state, you're on the hook for the franchise tax. That's right; Delaware wants its share even if you're just using its name.

There are two ways to calculate Delaware franchise tax– the "Authorized Shares Method" and the "Assumed Par Value Capital Method." But don't be daunted; as we journey further, we'll unravel the mysteries of both!

Authorized Shares Method – The Simpler Route:

The “Authorized Shares Method" is straightforward player in Delaware's taxation game. At its core, authorized shares represent the maximum number of shares your company is allowed to distribute, but here’s where it gets intriguing.

Imagine a vast treasure chest. Every authorized share your company possesses is like a slot reserved for a golden coin in this chest. With the “Authorized Shares Method,” Delaware doesn't quite care how many of these slots are actually filled with shimmering coins. Instead, the state is casting its gaze on the total number of slots your chest could potentially house. In essence, it’s less about the coins you have and more about the potential wealth your chest represents. A brilliant reminder that sometimes, it’s all about the bigger picture!

Assumed Par Value Capital Method – The Complex Route

While our last method was straightforward, the "Assumed Par Value Capital Method" is where the plot thickens, taking us on a more winding path in the realm of Delaware taxation.

Let's first unpack the term "par value". Think of par value as the price tag you slap onto each coin slot in that vast treasure chest we talked about earlier. It's the absolute minimum value that each slot (or share) must hold. In the bustling marketplace of corporate Delaware, if a slot in your chest has a par value of $1.00, that slot can't be bartered, traded, or given away for anything less than that precious dollar.

But how do we calculate the tax using this more intricate method? This is where the dance of numbers begins. It's a formula that revolves around three key players: your gross assets (think total value of your treasure), issued shares (the number of coin slots you've actually filled), and authorized shares (all potential slots, filled or not). The method combines these three in a specific formula to figure out your tax amount.

Which Method to Choose?

Delaware business owners might feel they've entered a coin toss championship: heads or tails, Authorized Shares or Assumed Par Value Capital? Thankfully, Delaware doesn't play favorites. Companies can calculate their franchise tax using both methods and pay the lesser amount. That's right – Delaware essentially says, "Whichever costs you less, go for it!"

But when might one method shine over the other? Let's illustrate with a quick scenario:

Imagine Company A which has a whopping 1 million authorized shares but has only 10,000 issued shares. They also have a modest asset value. Using the Authorized Shares Method might generate a hefty tax because of the sheer number of authorized shares. However, the Assumed Par Value Capital Method, focusing on the issued shares and the value they represent, could yield a much lower amount. Thus, for Company A, the latter method might be the ticket to saving some golden coins!

In contrast, Company B, with fewer authorized shares but a greater number of them issued and a higher asset value, might find the tables turned in favor of the Authorized Shares Method.

In essence, the ideal method often boils down to the company's unique structure and financial standing. The key for business managers and owners? Run the numbers both ways, harness the power of choice, and keep more coins jingling in that corporate treasure chest!


We hope this article has been informative and useful for your business. If you have any questions or comments, please contact us at or call (732) 410-7595. If you need legal advice specific to your situation, please ask to schedule a consultation with an attorney to discuss your company’s goals.

This article is for informational purposes only and should not be relied upon as tax or legal advice. Please consult professionals for advice tailored to your specific situation. The author and publisher assume no responsibility for any errors or omissions or for any actions taken based on the information presented.

Categories: Delaware Companies