Delaware C corporation: first-year checklist, taxes, deadlines, and records

Put the permanent company record together while the details are fresh. Retain the certificate of incorporation, filed formation document, incorporator action, initial board and stock approvals, bylaws, registered-agent information, cap-table support, and any founder equity documentation. Then obtain the EIN using the exact legal name and use a consistent company identity across banking, payroll, tax, and accounting systems.

If the company operates from another state, hires there, maintains an office there, or otherwise creates a registration requirement, Delaware formation does not replace the need to evaluate foreign qualification and state tax registrations in the places the business actually operates.

Active domestic Delaware corporations generally file the prior year's annual report and pay franchise tax on or before March 1. Delaware currently lists a $50 annual-report filing fee for non-exempt domestic corporations, in addition to franchise tax. The state provides two franchise-tax calculation methods: the Authorized Shares Method and the Assumed Par Value Capital Method.

The headline tax shown on a notice based on authorized shares is not always the final amount a startup should pay; the permitted calculation methods can produce very different results. Use the Delaware calculation rules and the company's actual capitalization data rather than assuming the first number shown is final.

A C corporation generally files Form 1120. The IRS generally requires the return by the 15th day of the fourth month after the end of the corporation's tax year. For a calendar-year C corporation, that is normally April 15. Special rules apply to some June 30 fiscal-year corporations and short tax years.

An extension extends the filing deadline, not the underlying payment deadline. Estimated corporate income tax may also be required during the year when the expected tax reaches the IRS threshold.

Once the corporation pays wages, payroll becomes its own calendar: federal tax deposits, quarterly Form 941 in the common case, annual Form W-2/W-3 reporting, state payroll filings, and unemployment requirements. Separately, reportable nonemployee compensation can create Form 1099-NEC obligations. Collect W-9s before the year-end rush rather than trying to reconstruct vendor tax data in January.

A first-year company should close its books every month, reconcile every bank and card account, maintain a fixed-asset schedule where relevant, keep payroll reports, retain material contracts and invoices, and track equity activity outside the general ledger as well as inside it. The goal is not paperwork for its own sake: it is to make the first tax return, financing request, and annual compliance cycle routine instead of forensic.