open-agreements/delaware-franchise-tax

Delaware Franchise Tax

File your Delaware annual franchise tax and annual report.

Interactivity note: Always ask the user for missing inputs. If your agent has an AskUserQuestion tool (Claude Code, Cursor, etc.), prefer it — structured questions are easier for users to answer. Otherwise, ask in natural language.

Security model

• This skill does not download or execute any code.
• All portal interactions are performed by the user, guided step-by-step by the agent.
• If the user opts in to browser automation (Playwright via CDP), the agent may assist with portal navigation — but credit card and banking details must always be entered by the user directly.

When to Use

• Annually before March 1 (C-Corps) or June 1 (LLCs/LPs/GPs)
• When your registered agent sends a reminder
• When you receive a notice from the Delaware Division of Corporations
• Portal hours: 8:00am-11:45pm ET only
• Scam warning: Delaware warns about deceptive solicitations. Legitimate notices come from the state or your registered agent only. Discard anything that asks you to pay through a non-official channel.

Phase 1: Gather Information

Ask the user for the following (use AskUserQuestion if available):

All entity types:

• Entity type: C-Corp or LLC/LP/GP
• Delaware Business Entity File Number (up to 9 digits)
• Registered agent name

For C-Corps, also ask:

• Total authorized shares by class and par value (e.g., 10,000,000 shares of Common Stock at $0.00001 par value)
• Total issued and outstanding shares as of December 31 of the tax year
• Total gross assets as of December 31 (from Form 1120 Schedule L, Line 15 — or estimated from bank balance + investments + receivables)
• Nature of business (brief description of how the company generates revenue)

Officers and directors (C-Corps):

• Officers: names, titles, addresses
• Directors: names, addresses

Phase 2: Calculate Tax

LLCs/LPs/GPs

Flat $300 annual tax. No calculation needed. Skip to Phase 3.

C-Corps — Calculate Both Methods

Always calculate both methods and recommend the lower one. Show all intermediate values so the user can verify.

Method 1: Authorized Shares Method

Shares <= 5,000:        $175 (minimum)
5,001 - 10,000:         $250
Each additional 10,000: +$85
Maximum:                $200,000

Example: 10,000,000 authorized shares

• First 10,000 shares: $250
• Remaining 9,990,000 shares = 999 increments of 10,000: 999 x $85 = $84,915
• Total: $250 + $84,915 = $85,165

Method 2: Assumed Par Value Capital (APVC) Method

Almost always cheaper for startups. Requires a gross assets figure.

Step 1: Assumed Par = Total Gross Assets / Total Issued Shares
Step 2: For each class of shares where assumed par >= stated par:
        use assumed par x number of authorized shares in that class
Step 3: For each class of shares where assumed par < stated par:
        use stated par x number of authorized shares in that class
Step 4: Sum all classes = Assumed Par Value Capital (APVC)
Step 5: Tax = (APVC rounded up to next $1,000,000 / $1,000,000) x $400
Step 6: Minimum tax: $400
Step 7: Maximum tax: $200,000

Example: 10,000,000 authorized shares at $0.00001 par, 1,000,000 issued, $50,000 gross assets

• Step 1: Assumed Par = $50,000 / 1,000,000 = $0.05
• Step 2: $0.05 >= $0.00001, so use assumed par: $0.05 x 10,000,000 = $500,000
• Step 4: APVC = $500,000
• Step 5: Round up to $1,000,000 -> 1 x $400 = $400

Filing Fee

• $50 for non-exempt domestic corporations
• $25 for 501(c)(3) exempt corporations

Total due = franchise tax + filing fee

Present both calculations to the user:

Method 1 (Authorized Shares): $XX,XXX
Method 2 (Assumed Par Value):  $XXX
Recommended method:            Method 2
Filing fee:                    $50
Total due:                     $XXX + $50 = $XXX

Phase 3: File via Portal

The agent can automate the portal using Playwright if Chrome is running with remote debugging enabled. Otherwise, guide the user step-by-step.

Automation Setup (Playwright via CDP)

If the user says "use playwright", "use the browser" or requests similar automation:

1. Launch Chrome with remote debugging (see reference/ecorp-portal-playwright-notes.md for commands)
2. Connect via Playwright (see reference for CDP connection snippet)
3. Portal field reference: See reference/ecorp-portal-playwright-notes.md for:
   • All field selector IDs
   • Date field workaround (must use JS el.value = not Playwright .fill())
   • State dropdown abbreviations (use value="NY" not label="New York")
   • Director name fields (separate first/middle/last fields, NOT one name field)
   • APVC activation sequence
   • Session/eId behavior

Filing Steps

1. Navigate: Open https://icis.corp.delaware.gov/ecorp/logintax.aspx
2. Login: Enter Business Entity File Number. Solve CAPTCHA (if the user shares a screenshot, the agent can try to read it). Click Continue.
3. Entity verification: Confirm entity name, registered agent, and registered office match your records.
4. Fill form fields (all on one page):
   • Stock info: Issued shares (per-class field, NOT the readonly total), gross assets, asset date (must == fiscal year end)
   • Address: Principal business address with state abbreviation
   • Nature of business: Select from dropdown (e.g., "Technology/Software")
   • Officer: First/middle/last name, title, address
   • Directors: Set total count, click "Enter Directors Info", fill first/middle/last name + address for each
   • Authorization: First/middle/last name, title, address
   • T&C checkbox: Must check chkCertify before continuing
5. Recalculate tax: Click "Recalculate Tax" button. Verify the displayed tax matches your calculation from Phase 2. If it still shows the Authorized Shares method amount, the asset date is probably wrong — fix it via JavaScript.
6. Review: Click "Continue Filing" to see the Review Copy. Verify all data.
7. Payment: Click "Proceed to Payment". The agent must stop here — credit card and banking details must be entered by the user. If tax exceeds $5,000, ACH payment is required.
8. Confirmation: After payment:
   • Click "Display Confirmation Copy" (onclick="downloadConfirmation();return false;") to save receipt PDF
   • Click "Email Confirmation Copy" to email the filed report (opens popup at Email.aspx, enter email address)
   • CRITICAL: "Once you leave this screen, you will no longer be able to obtain a confirmation copy" — save/email before navigating away
   • Record the Service Request Number from the URL: srNo=XXXXX

Phase 4: Save Receipt and Remind

Save the confirmation PDF

The downloaded confirmation PDF is the filing record — no need to create a separate one.

The portal downloads the receipt as Ecorp_Confirmation_<ServiceRequestNumber>.pdf to the default Downloads folder. Move it to a durable location:

• ~/Documents/Tax/Delaware/<EntityName>/ on local disk
• A "Tax" or "Corporate Records" folder in cloud storage if available
• Keep the original filename — it contains the Service Request Number for future reference

# Example
mkdir -p ~/Documents/Tax/Delaware/My-Corp-Name
mv ~/Downloads/Ecorp_Confirmation_*.pdf ~/Documents/Tax/Delaware/My-Corp-Name/

Ask the user where they keep tax records and move the file there.

Set a reminder

Remind the user to set an annual reminder for approximately 2 weeks before the deadline:

• Mid-February for corporations (March 1 deadline)
• Mid-May for LLCs/LPs/GPs (June 1 deadline)

Scheduling options:

• Claude Cowork: /schedule for recurring tasks
• Claude Code CLI: external scheduler (cron, LaunchAgent)
• Any calendar app: set a recurring annual reminder
• If ~~calendar MCP is available, create the reminder directly

Reference

For detailed calculation formulas and official guidance, see the reference/ directory:

• reference/tax-calculation.md — full formulas for both methods with examples
• reference/filing-instructions.md — fees, payment methods, deadlines
• reference/faq.md — frequently asked questions
• reference/ecorp-portal-playwright-notes.md — field selectors, gotchas, and automation tips for the eCorp portal

Official source: https://corp.delaware.gov/paytaxes/ Help line: 302-739-3073, Option 3

Notes

• This skill does not provide tax advice — consult a tax professional for your specific situation.
• The Delaware Division of Corporations portal is the only official filing method.
• Late filing incurs a $200 penalty + 1.5% monthly interest.
• If franchise tax exceeds $5,000, ACH payment is required (credit cards not accepted above this threshold).
• Large Corporate Filers (listed on a national stock exchange with $750M+ in revenue or assets) pay a flat $250,000.

Connectors

For optional MCP connector setup (calendar, cloud storage), see CONNECTORS.md.