Delaware taxes on domestic corporations can increase more quickly than you expect! What can you do to both lower your liability this year and prevent next year’s taxes from being excessive?
The default method by which the Delaware Secretary of State’s office calculates franchise tax on domestic profit corporations is called the “authorized shares” method – and it is just what it sounds like. If the corporation’s shares have a par value, the tax is calculated based on the number of shares authorized. If the company has 5,000 shares or less, then the company pays the minimum tax of $175. If they have authorized between 5,001 and 10,000 shares, the tax goes up to $250. Thereafter, the tax increases by $75 for each additional 10,000 shares or portion thereof (with a maximum tax of $180,000).
Because a company’s tax is based on the number of shares authorized, the quickest and easiest way to lower your future liability is to amend the Certificate of Incorporation to decrease the number of authorized shares. Companies are often formed with a huge number of shares, when, in reality, they don’t need such a large number.
In order to reduce your liability for the current year, you can try recalculating your taxes using the State’s alternative tax calculation, the “assumed par value capital” method. This calculation takes into account the number of shares issued by the corporation, as well as the gross assets of the company. Because this calculation requires information that the Secretary of State’s office does not have, this can only be done if the company initiates this calculation themselves. If the company has authorized stock with no par value, this calculation will always result in a lower tax balance than the authorized shares method. Note that the minimum tax for the assumed par value capital method is $350.
The Delaware Secretary of State’s office offers a franchise tax calculator that you can use to calculate your taxes using either method at: https://corp.delaware.gov/taxcalc/
For further information, please contact the experts in our Delaware office at 800-316-6660.