Legal Question in Business Law in Delaware

Last year, I created a Delaware C Corp for a startup with no assets and no revenue. I looked at many resources, but none mentioned that the franchise tax option with the lower minimum is, bizarrely, calculated based on the number of shares, so I followed advice for (better funded, apparently) startups by going with 10,000,000 shares. That means I have to go with the other franchise tax option, for which the minimum tax/fee total is like $400 instead of $125. This is quite silly since my C Corp literally does no business yet.

Is there any way I can dissolve the corporation or something to prevent paying $400 for no purpose? Or submit some sort of request to retroactively change the number of shares� or anything? I really can't afford that big of a fee. Thanks!


Asked on 1/07/14, 1:36 pm

1 Answer from Attorneys

You can dissolve the corporation (the filing fee is $204) or amend the Certificate of Incorporation to reduce the number of shares (the filing fee is $194) but in either case you have to pay the franchise tax that is due.

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Answered on 1/07/14, 3:54 pm


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