The Tax Calendar Nobody Gave You

On March 2, 2026, many Delaware corporations had already missed the March 1 deadline for franchise tax and the annual report. The baseline penalty is $200 plus 1.5% interest per month on unpaid tax. For a company that owes a few hundred dollars, that is annoying. For a company that calculated the tax incorrectly, it can turn into a board-level problem immediately.

The tax calendar starts ticking the moment you incorporate. Nobody hands it to you. Nobody walks you through it. Your formation lawyer files the Certificate of Incorporation, sends you a congratulatory email, and moves on to the next client. The state of Delaware does not send you a welcome packet explaining that you now owe it money every March for the privilege of existing.

Founders often discover the calendar only after they miss a deadline, pay an accountant to explain it, or get asked for the receipts during diligence.

Delaware franchise tax

Delaware franchise tax catches a lot of founders because the default calculation method can produce a wildly inflated number.

Delaware offers two methods for calculating franchise tax:

The Authorized Shares Method. This is the default. It’s based on how many shares your certificate authorizes, regardless of how many you’ve actually issued. The rate structure: 5,000 or fewer authorized shares costs $175. Each additional 10,000 shares costs $85. No maximum.

If your certificate authorizes 10,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock — a standard configuration — the Authorized Shares Method produces a franchise tax of roughly $250,000. Per year. For a company that might have zero revenue.

The Assumed Par Value Capital Method. This is the alternative, and it almost always produces a lower number. It uses authorized shares, issued shares, total gross assets, and par value. For a typical early-stage startup with $0.0001 par value and minimal assets, this method usually yields the minimum tax of $400, plus a $50 annual report fee.

Delaware calculates your tax using the Authorized Shares Method unless you explicitly elect the Assumed Par Value Capital Method on the annual report. If you do not know that, you can receive a bill for $250,000 instead of $450.

TheCorporation’s compliance calendar mandates dual-method calculation by February 1, a full month before the March 1 deadline. The agent computes both methods, selects the lower result, and presents it as a Tier 2 action requiring approval. The filing itself still requires natural-person attestation.

The federal tax calendar

Your federal tax obligations depend on your entity type and tax classification:

C-Corporation (Form 1120). Due April 15 for calendar-year filers. Automatic six-month extension available (to October 15) by filing Form 7004. But the extension is to file, not to pay — estimated taxes are still due April 15. Most early-stage C-Corps with no revenue owe nothing, but you still have to file.

LLC taxed as partnership (Form 1065). Due March 15. Also extendable to September 15. LLCs with multiple members are partnerships by default. The partnership itself doesn’t pay tax — it passes income and losses through to the members via Schedule K-1s. Those K-1s must be distributed to members by the filing deadline. Missing the K-1 distribution deadline means your investors can’t file their personal returns on time.

LLC taxed as disregarded entity. A single-member LLC is a disregarded entity by default. It does not file a separate return. The member reports the LLC’s income on their personal return (Schedule C).

S-Corporation (Form 1120-S). Due March 15. An LLC or corporation can elect S-Corp status by filing Form 2553. This is a Tier 2 action — a tax election with meaningful strategic implications that the agent should propose and the principal should approve.

Employment taxes. If you have employees (including yourself, if you’re a C-Corp officer taking a salary), you file Form 941 quarterly and Form 940 annually. Payroll tax deposits are due semi-weekly or monthly depending on your deposit schedule. Payroll tax penalties are aggressive and personal — the IRS can hold individual officers personally liable for unpaid payroll taxes under the Trust Fund Recovery Penalty.

The EIN application. Before any of this, you need an Employer Identification Number. The agent prepares Form SS-4, but submission historically required an authorized person — either by phone, fax, or mail. The IRS online application requires a Social Security number and a responsible party who is a natural person.

State obligations

Incorporating in Delaware doesn’t mean you only deal with Delaware. If you operate in California, you also owe California:

Foreign qualification. You must register as a foreign corporation in every state where you have a physical office, employees, or significant business activity. California charges $100 plus an $800 minimum annual franchise tax.

State income tax. If your company has California-source income, California wants its cut. For a C-Corp, that’s the greater of the 8.84% corporate tax rate or the $800 minimum franchise tax. For an LLC, it’s the annual franchise tax fee ($800) plus a gross receipts fee that kicks in above $250,000 in total income.

Sales tax. If you sell taxable goods or services in states with sales tax, you may have nexus obligations. This is a separate compliance universe that most startups can ignore in the first year but not forever.

Each state has its own filing dates, its own penalties, and its own ways of reaching out to collect. Each registration creates a new recurring obligation that doesn’t go away until you withdraw from the state.

The compliance calendar as a system

The problem is not any single deadline. It is the number of deadlines, the way they interact, and the consequences of missing them.

A Delaware C-Corp operating in California with two employees has, at minimum, the following annual obligations:

Delaware franchise tax + annual report (March 1)
Federal Form 1120 or extension (April 15)
California franchise tax ($800 minimum, varies)
California Statement of Information (annually, varies)
Form 941 quarterly payroll tax returns (4x/year)
Form 940 annual FUTA tax return
State unemployment tax filings (quarterly, varies by state)
W-2s and 1099s (January 31)
Registered agent renewal (annually)
Foreign qualification renewal (varies)

That is a minimum of 15 filings per year across three jurisdictions. Missing one can cost more than the fine because loss of good standing can block fundraising, banking, or contract enforcement.

TheCorporation’s compliance calendar tracks all of these with an escalation cadence that starts 30 days before each deadline:

D-30: Agent prepares materials. Identifies if natural-person attestation is required.
D-14: Escalation if Tier 2 approval is still pending.
D-7: Urgent escalation. High-priority signer task if attestation is needed.
D-1: Final notice. Agent records the pending status in the audit log.
D+0: Missed deadline. High-severity incident created.
D+1: Agent prepares remediation plan as a Tier 2 proposal.

This escalation cadence runs for every deadline, automatically, without anyone having to remember that the Delaware franchise tax is due on March 1 or that the payroll tax deposit is due on the 15th.

The calendar you should have gotten

Here is the first-year tax calendar for a standard Delaware C-Corp:

Within 30 days of incorporation: File 83(b) elections for any restricted stock grants.

Within 15 days of first securities sale: File Form D with the SEC.

Within 30 days of hiring: Register for state unemployment insurance.

Quarterly: File Form 941 (payroll taxes). Deposit payroll taxes per your deposit schedule.

January 31: Issue W-2s to employees and 1099s to contractors.

March 1: Delaware franchise tax and annual report.

March 15: Form 1120-S (if S-Corp elected) or Form 1065 (if LLC partnership).

April 15: Form 1120 (C-Corp) or extension. Estimated tax payment if applicable.

Ongoing: State income tax filings, foreign qualification renewals, registered agent renewals, BOI reporting obligations (monitor FinCEN status).

This is not a complete list. It’s a minimum list. Every funding event, every new hire, every new state of operation adds obligations.

The tax calendar is part of the cost of existing as a legal entity. You cannot negotiate it away. You have to track it continuously and systematically.

Incorporation starts a compliance calendar that lasts for the life of the entity.