Dissolving Delaware C-corp | franchise tax still owed?

My startup failed in early 2023. We incorporated in Delaware as a C-corp in 2021 because that is what our accelerator told us to do. We never raised beyond a small pre-seed and ran out of money. The company has been completely dormant since March 2023 — no revenue, no employees, no activity.

But I keep getting franchise tax bills from Delaware. They sent one for 2023, one for 2024, and I just got the 2025 one. Each one is $400 plus penalties and interest. Do I actually owe these? I thought if the company was dead the taxes would stop. How do I make this go away?

This is really frustrating. So I need to spend $1,500+ to properly kill a company that has zero dollars in it. I am the sole remaining director because my co-founder left the country. Can I do the dissolution myself or do I need a lawyer?

Pro tip: call the Delaware Division of Corporations directly at (302) 739-3073. They are surprisingly helpful and can tell you exactly what you owe. Sometimes the online portal shows incorrect amounts. They can also walk you through the filing requirements.

Also, if your entity was incorporated using the “authorized shares” method for franchise tax calculation and you had a lot of authorized shares (common for startups), you might be paying way more than necessary. You can retroactively request the “assumed par value capital” method which often results in the minimum $400 tax instead of thousands. It is worth checking.

This is the part of the “just incorporate in Delaware” advice that accelerators never mention. They tell you to form a DE C-corp for investor friendliness but never mention that you will owe $400+ a year in franchise tax even if your startup makes zero dollars.

If any aspiring founders are reading this: unless you are actively raising VC money, think hard about whether you actually need a Delaware C-corp. An LLC in your home state might be perfectly fine and much cheaper to maintain (or dissolve).