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Compliance

Your Delaware C corporation's first year: a checklist

Build the first-year record for ownership, banking, bookkeeping, taxes, state obligations, and registered-agent communications.

By Institution2 minute readUpdated View sources
In this guide

The first month

Collect the formation papers in one place: the certificate of incorporation, the incorporator's action, bylaws, the first board and stockholder consents, founder stock agreements, and registered agent details. Get the EIN using the exact legal name. Open the bank account, and put all company money through it from the first day.

Founders who receive stock that vests usually file an 83(b) election within 30 days of the grant. That date cannot be extended, so handle it in week one.

Set up the books

Choose accounting software and connect the bank and card accounts. Record founder contributions and any startup costs the founders paid personally as owner funding, not as income. Keep a simple cap table and reconcile it to the ledger's equity accounts. Close the books every month, even when activity is light, because the first tax return is much easier from twelve closed months than from one reconstruction.

Register where you operate

Delaware formation does not cover the state where you work. If you have an office, a hire, or regular activity somewhere else, register as a foreign entity there and sign up for that state's payroll and tax accounts. Add employees' home states to the list as you hire.

The Delaware filings

The annual report and franchise tax are due March 1 each year. The first one is due on the March 1 after the calendar year in which you formed. A new company is often surprised by the franchise tax on its first notice, so calculate it using the assumed par value method before paying. Pay the registered agent's yearly fee too.

Federal taxes

A C corporation files Form 1120, due April 15 for a calendar-year company, or the 15th day of the fourth month after the year-end. An extension moves the filing date and not the payment date. If the corporation expects to owe $500 or more, it makes estimated payments during the year. A corporation with a loss still files.

Once it pays wages, payroll deposits and quarterly Form 941 returns start. At year end, W-2s go to employees, and 1099-NEC forms go to contractors paid above the threshold. Collect W-9s from contractors before the first payment.

A calendar for the year

Monthly: reconcile accounts and close the books. January: prepare W-2s and 1099s. March 1: Delaware annual report and franchise tax. April 15: Form 1120 or an extension. Throughout the year: state registrations, estimated taxes, and the payroll filings for each state where you have employees.

Frequently asked questions

Do I file a tax return if the company has no revenue?

Yes. A C corporation files Form 1120 whether or not it had income.

When do I need a 409A valuation?

Before you grant options. Companies usually get one shortly after forming the stock plan.

Can I do all of this myself?

Many founders do the bookkeeping and filings themselves at first, and bring in a CPA and a lawyer for the first return, the stock plan, and a financing.

Sources

Requirements and product details can change. Check the linked guidance for the facts that apply to your situation.

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General information, not personalized accounting, tax, legal, or investment advice. Have the appropriate qualified professional review decisions that depend on your circumstances.