Overpaid Delaware franchise tax: amend the annual report and get the refund
How a Delaware corporation that paid the default Authorized Shares amount recovers the difference: amended annual report, refund request, deadline, and what to keep.
Summary
Our answer: if you paid Delaware's default Authorized Shares amount and the Assumed Par Value Capital method gives less, do not write it off. File an Amended Annual Report in eCorp with your issued shares and gross assets, which recalculates the tax, then send Delaware's Refund Request Form for the credit balance, signed by the officer listed on the report. The Delaware Code gives you until March 1 of the second calendar year after the tax year: for the 2025 report, that is March 1, 2027.
Refund petitions for a Delaware franchise tax year are due by March 1 of the second calendar year after that year (8 Del. C. Section 505).
| Typical overpayment | $85,165 paid vs $400 owed10,000,000 authorized shares, 8,000,000 issued, $50,000 gross assets, $0.00001 par. |
|---|---|
| Step 1 | Amended Annual Report in eCorpDelaware's fee schedule covers an Annual Report or an Amended Annual Report ($50 for non-exempt domestic corporations). |
| Step 2 | Refund Request FormSigned by the authorized person listed on the annual franchise tax report (Delaware tax FAQ). |
| Deadline | March 1 of the second year after the tax year8 Del. C. Section 505(a); 2025 report year: March 1, 2027. |
| Records | Form 1120 Schedule L and cap tableGross assets and issued shares are the two numbers Delaware recalculates with. |
Who should do this
A domestic Delaware stock corporation with par-value shares that paid what the state notice showed, usually because nobody entered issued shares and gross assets. Venture-style startups with 10,000,000 authorized shares are the classic case: $85,165 under Authorized Shares against the $400 minimum under Assumed Par Value. If both methods give the same answer, there is nothing to recover.
The two steps, in order
First, the Amended Annual Report: it is the filing that changes the computed tax. Second, the Refund Request Form for the credit balance that appears once the amended report lowers the tax; Delaware's tax FAQ says it must be signed by the authorized person listed on the annual report. Keep the Form 1120 Schedule L showing gross assets and the cap table showing issued shares; those two numbers drive the recalculation.
The deadline is longer than most founders think
8 Del. C. Section 505(a) allows the refund petition until March 1 of the second calendar year after the tax year. The 2025 report (filed by March 1, 2026) can still be corrected until March 1, 2027; the 2024 report closed on March 1, 2026. This is our reading of the statute; Delaware decides each request.
When to stop
No-par stock, a Large Corporate Filer, a corporation that changed its authorized shares during the year, a void or forfeited status, or a refund already denied. Those need the Delaware Franchise Tax section or a professional.
Common questions
Can I get a refund if I paid the Authorized Shares amount?
Often yes, when your corporation qualifies for the Assumed Par Value Capital method and you file the corrected report in time. Section 505 lets a corporation that believes its tax was wrongly fixed or paid petition for a refund until March 1 of the second calendar year after the tax year. Delaware does not promise the amount; the recalculated report decides it.
How do I amend a Delaware annual report?
Log in to eCorp with the 7-digit file number, choose the Amended Annual Report, enter issued shares, gross assets and the asset date, recalculate, and submit with the $50 fee. Do it before filing the next year's report so the two years do not mix.
What if I filed late and paid the $200 penalty?
The late penalty and 1.5% monthly interest are charged on the tax and penalty. A lower recalculated tax lowers the interest base, but the $200 penalty for filing after March 1 stays. Delaware Franchise Desk does not request penalty relief.
Does this work for a Large Corporate Filer?
No. Delaware's tax FAQ says a Large Corporate Filer's tax cannot be recalculated because it is a flat amount ($250,000).
Can Delaware Franchise Desk file the amendment or refund request?
No. We prepare the comparison and the numbers; you file in eCorp and send the refund form yourself.
Recalculate with the 2027 calculator
Enter the report year you overpaid to see both methods and download the worksheet you will reuse in eCorp.
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Official sources for this guide
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