October 23, 2026
Every Delaware C corp must file a Delaware annual report and pay franchise tax by 1 March, keep a registered agent in Delaware, and file a federal corporate income tax return (Form 1120, due 15 April for calendar-year companies). On top of that come the filings for each state where you're qualified to do business, payroll and contractor tax forms every January, equity filings such as Form 3921 for ISO exercises, and corporate housekeeping: an annual election of directors, a 409A valuation refresh and an up-to-date cap table. Most of it fits on one calendar, and missing it costs penalties, interest and, at worst, your company's good standing.
Key takeaways
Delaware requires an annual report and franchise tax payment by 1 March for the prior calendar year. The annual report fee is $50. The franchise tax can be calculated two ways. The authorized shares method, which is what Delaware's notice shows by default, starts at $175 and rises with every authorized share, so a startup with millions of authorized shares at a tiny par value gets a bill in the tens of thousands of dollars. The assumed par value capital method uses your gross assets and issued shares, has a $400 minimum and, for almost every startup, produces a much smaller tax. You pay the lower of the two, but only if you file using the assumed par value method, which requires your total gross assets and issued shares as of 31 December. See Delaware Franchise Tax.
If your franchise tax is $5,000 or more, Delaware requires estimated payments during the year: 40% by 1 June, 20% by 1 September, 20% by 1 December and the rest by 1 March. Filing late costs a $200 penalty plus interest of 1.5% per month on unpaid tax, and a company that stays delinquent loses its good standing, which can hold up a financing or acquisition.
You also need a Delaware registered agent at all times. The service renews annually, usually on the anniversary of your incorporation. Let it lapse and the company falls out of good standing. See Registered Agent.
If your team or office is outside Delaware, you've probably qualified to do business in that state as a foreign corporation, and each state has its own annual filing. New York requires a biennial statement every two years in the month you filed your application for authority, with a $9 fee. California requires a Statement of Information every year and imposes an $800 minimum franchise tax on corporations qualified there, after the first taxable year. Texas requires an annual franchise tax filing by 15 May; a company below the no-tax-due revenue threshold files only a public information report. Massachusetts requires an annual report, $100 online or $125 on paper, due two and a half months after your fiscal year ends. Most states also require a state corporate income tax return, and states where you have employees require payroll withholding and unemployment insurance filings, usually quarterly. See Foreign Qualification.
If you sell taxable goods or services, register for sales tax in the states where you have to collect it and file returns on the schedule each state assigns. Many cities and counties also require a business license or registration that renews every year or two.
A calendar-year C corporation files Form 1120 by 15 April and can extend to 15 October with Form 7004. The extension covers the return, not the payment, so any tax owed is still due in April. Corporations that expect to owe tax make quarterly estimated payments on 15 April, 15 June, 15 September and 15 December. Most early-stage companies have losses, but they still file, and how losses carry forward is a question for your tax advisor.
Payroll filings run all year. Form 941 is filed quarterly, by 30 April, 31 July, 31 October and 31 January. By 31 January you must furnish W-2s to employees and file them with the Social Security Administration, furnish and file Form 1099-NEC for contractors, and file Form 940 for federal unemployment tax.
If an employee exercised incentive stock options during the year, you must give them a Form 3921 by 31 January and file it with the IRS by 28 February on paper or 31 March electronically. Electronic filing is required if you file 10 or more information returns of any kind in the year. 83(b) elections are not an annual filing: each one is due within 30 days of the date the shares are issued.
Your 409A valuation should be refreshed at least every 12 months and after any material event, such as a priced financing, so option exercise prices stay defensible. See 409A Valuation.
Option grants rely on Rule 701 for their securities exemption. If the total value of securities granted under Rule 701 exceeds $10,000,000 in any 12-month period, you must give option holders financial statements and risk disclosures before they exercise, so track that number as you grow. Depending on the type of fundraise, you may need to file a Form D and state blue sky filings.
Update the cap table and stock ledger after every issuance, exercise, transfer and repurchase, not once a year. Many clients find Carta easiest if they're already on it.
Under DGCL § 211, a corporation must hold an annual meeting to elect directors, and if it misses the date set in its bylaws by 30 days, or goes 13 months without one when no date is set, a stockholder or director can ask the Court of Chancery to order one. Most startups elect directors by written consent of the stockholders instead of holding a meeting. The board should also approve the annual budget, option grants, the 409A valuation, officer appointments and significant contracts, and keep minutes. See Board Minutes and What Do Stockholders Need to Approve?
Renew insurance, usually D&O, cyber, general liability and workers' compensation, before each policy lapses. See Insurance and Accounting.
Benefit plans bring their own filings. A 401(k) plan files a Form 5500 every year, due by 31 July for a calendar-year plan, which the plan provider usually prepares. Health and other welfare plans generally file once they cover 100 or more participants, and employers with 50 or more full-time equivalent employees file Affordable Care Act information returns.
Privacy compliance can add filings too. Data brokers must register with California every year, and businesses covered by state privacy laws may need to complete and update risk assessments. Beneficial ownership reports to FinCEN are no longer required for US companies under FinCEN's final rule effective 14 August 2026.
| When | What's due |
|---|---|
| 31 January | W-2s and 1099-NECs to recipients and the government; Form 3921 copies to employees; Form 940; fourth-quarter Form 941 |
| 28 February | Form 3921 to the IRS on paper |
| 1 March | Delaware annual report and franchise tax |
| 15 March | Massachusetts annual report, for calendar-year companies qualified there |
| 31 March | Form 3921 to the IRS electronically |
| 15 April | Form 1120 or extension; first federal estimated tax payment; most state corporate returns |
| 30 April, 31 July, 31 October | Form 941 for the first three quarters |
| 15 May | Texas franchise tax report, if qualified there |
| 1 June, 1 September, 1 December | Delaware estimated franchise tax, if the tax is $5,000 or more |
| 15 June, 15 September, 15 December | Federal estimated tax payments |
| 31 July | Form 5500 for a calendar-year 401(k) plan |
| 15 October | Extended Form 1120 |
| Anniversary dates | Registered agent renewal, New York biennial statement, California Statement of Information, 409A refresh, insurance renewals |
| Once a year, any month | Stockholder consent electing directors; board approval of budget and grants |
Example. A Delaware C corp headquartered in New York has 12 employees and closed a $4,000,000 Series Seed last year. Its charter now authorizes 15,000,000 shares at $0.00001 par value, and 10,300,000 shares are issued. On 31 December it has $3,200,000 of gross assets.
In January it gives W-2s to all 12 employees and 1099-NECs to two contractors, files Forms 940 and 941, and sends a Form 3921 to one engineer who exercised ISOs, filing it electronically with the IRS by 31 March.
By 1 March it files its Delaware annual report. Under the assumed par value capital method, assumed par is $3,200,000 divided by 10,300,000 issued shares, or $0.310680 per share. Multiplied by 15,000,000 authorized shares, that gives assumed par value capital of $4,660,200, which rounds up to $5,000,000, so the tax is 5 times $400, or $2,000. With the $50 report fee, it pays $2,050. Under the authorized shares method the bill would have been $127,665. Because the tax is under $5,000, no estimated payments are due.
In April it extends its federal, New York State and New York City corporate returns and files them by 15 October. It files New York payroll returns every quarter. In its anniversary month it renews its registered agent and, every other year, files its New York biennial statement for $9. After the Series Seed, it orders a new 409A before granting more options. In the spring, the stockholders sign a written consent re-electing the board, and the board approves the budget and option grants at its next meeting. In the fall, it renews its D&O and cyber policies.
For more, see Delaware Franchise Tax, Foreign Qualification, 409A Valuation and Legal Documents Organized.
If you want help building your company's compliance calendar, contact us.
