What annual filings does a Delaware C-Corp owe?

Delaware annual report (due 1 March), Delaware franchise tax (due 1 March, minimum $400), federal Form 1120 (corporate income tax), Form 1120-W (estimated tax, quarterly), and a BOI update if any beneficial-owner information changed. Plus per-state annual reports for every qualified state. Matter's `Compliance` view enumerates all of them.

What if I miss a Delaware annual report?

Delaware imposes a $200 penalty plus 1.5%/month interest on the unpaid franchise tax. After 3 years of non-compliance the state administratively voids the entity's charter — recovery requires a Certificate of Revival and back-fees. File on time; Matter emits `compliance.deadline_approaching` 30, 14, and 7 days before each due date.

When are BOI updates required?

Within 30 days of any reportable change: a beneficial owner gains or loses 25% equity, a new senior officer is appointed, a beneficial owner's legal name or residential address changes, or the company's legal name or EIN changes. Matter monitors stakeholder mutations and emits `boi.update_required` when a triggering change is detected.

Does Matter pay the filing fees on my behalf?

Yes for state filings (Matter wires Delaware, California, etc. directly). Federal income tax payments are routed through your linked tax authority via EFTPS — Matter generates the payment request; you confirm via the `tax_payment.requires_authorization` webhook.

Can I sweep filings across a portfolio in one call?

Yes — `POST /v1/portfolios/ /file_all_due` enumerates the obligations across every entity in the portfolio and emits the corresponding Filings. Pair with a `Portfolio` resource for venture studios and entity operators.

Tier-3 collects a per-action human signature on each filing — appropriate for low-volume operators who want a human in the loop. Tier-4 uses a standing authorisation with structured limits (allowed filing types, spend cap, frequency caps) — appropriate for portfolio operators sweeping hundreds of entities. Both are auditable end-to-end via dual-attribution in `AuditEntry`.

File all due reports

Last updated Jun 14, 2026

One sweep across the entity's state-of-incorporation, qualified states, employer registrations, and federal filings — pays franchise tax, files annual reports, renews registered agents.

4 calls · variable webhooks

Trigger

Quarterly compliance run, or right before a financing/exit when everything has to be current.

Call sequence

1. List due deadlines

GET /v1/compliance/deadlines?entity={id}&due_before=2026-12-31

2. Open a sweep

POST /v1/sweeps  { entity, deadlines: [...] }

3. Confirm and authorize

POST /v1/sweeps/{id}/authorize

4. Stream events

GET /v1/sweeps/{id}  // poll until status='completed'

Idempotency

Sweep creation idempotent on `(entity, deadlines[].id.sort())`.

Webhooks

Event	Description
`sweep.authorized`	Filings begin.
`filing.submitted`	Per filing.
`filing.completed`	Per filing.
`sweep.completed`	All filings done.

Errors

Status	Code	Description
`422`	`tax_account_inactive`	A state tax account is closed; reopen first.

File a foreign qualificationRegister to do business in a new state.

Variations

A 90-day horizon catches longer-lead obligations like Form 1120 prep and Delaware franchise tax assessments.

{
  "portfolio_id": "pf_Studio01",
  "within_days": 90
}

Validate scope and see exactly what would file without filing anything. Use this in CI to catch scope-policy regressions.

{
  "portfolio_id": "pf_Studio01",
  "within_days": 30,
  "dry_run": true
}

The response shape is identical; nothing is dispatched. dry_run doesn't consume the idempotency window, so use a fresh Idempotency-Key for the live call.

Constrain the sweep to one jurisdiction — useful for ad-hoc cleanup after a new foreign qualification.

{
  "portfolio_id": "pf_Studio01",
  "within_days": 60,
  "jurisdiction_filter": ["US-NY"]
}

A Delaware C-Corp run by a solo founder owes four obligations every year. Walk the calendar in test mode to see exactly when each one fires before running it for real.

# Check what's due in the next 365 days
curl https://api.mattermode.com/v1/entities/ent_Nq3KcAbc/compliance_obligations \
  -H "Authorization: Bearer $MATTER_KEY" \
  -H "Matter-Version: 2026-05-01"

For a freshly active entity the response shape is:

{
  "object": "list",
  "data": [
    {
      "id": "obl_de_annual_2025",
      "filing_type": "delaware_annual_report",
      "due_at": "2026-03-01",
      "status": "ready_to_file"
    },
    {
      "id": "obl_de_franchise_2025",
      "filing_type": "delaware_franchise_tax",
      "due_at": "2026-03-01",
      "status": "ready_to_file",
      "estimated_amount_usd": 400.00,
      "method_chosen": "authorized_shares",
      "method_alternative_usd": 412.50,
      "method_alternative": "assumed_par_value"
    },
    {
      "id": "obl_boi_2025",
      "filing_type": "boi_update",
      "due_at": "2026-12-31",
      "status": "no_action_required",
      "annotation": "No beneficial ownership changes detected since last filing."
    },
    {
      "id": "obl_form_1120_2025",
      "filing_type": "form_1120_preparation",
      "due_at": "2026-04-15",
      "status": "ready_to_file"
    }
  ]
}

Cheaper-of franchise tax method. Delaware offers two methods to compute franchise tax — authorized_shares (number of authorized shares × tier rate) and assumed_par_value (par-value × authorized × revenue + asset terms). For a typical solo-founder cap structure, authorized_shares is usually cheaper. Matter selects the cheaper method automatically and surfaces both numbers on the obligation so you can see the gap.

The four costs. Roughly, year-one for a solo-founder Delaware C-Corp:

Obligation	Typical cost	Notes
DE annual report	$50	Flat fee, paid alongside franchise tax.
DE franchise tax	$400 minimum	Capped at $200K. Solo-founder shape almost always lands at the $400 floor.
Federal Form 1120	$0 to file	Matter's preparation fee separate; the IRS doesn't charge for filing.
BOI update	$0	Free, but there's a $591/day penalty per FinCEN for late filings.

FAQ

File a foreign qualification — register to do business in a new state
Compliance view — the per-entity obligations enumeration
Portfolios — sweep across many entities at once

File all due reports

One sweep across the entity's state-of-incorporation, qualified states, employer registrations, and federal filings — pays franchise tax, files annual reports, renews registered agents.

Last updated Jun 14, 2026

One sweep across the entity's state-of-incorporation, qualified states, employer registrations, and federal filings — pays franchise tax, files annual reports, renews registered agents.

4 calls · variable webhooks

Trigger

Quarterly compliance run, or right before a financing/exit when everything has to be current.

Call sequence

1. List due deadlines

GET /v1/compliance/deadlines?entity={id}&due_before=2026-12-31

2. Open a sweep

POST /v1/sweeps  { entity, deadlines: [...] }

3. Confirm and authorize

POST /v1/sweeps/{id}/authorize

4. Stream events

GET /v1/sweeps/{id}  // poll until status='completed'

Idempotency

Sweep creation idempotent on `(entity, deadlines[].id.sort())`.

Webhooks

Event	Description
`sweep.authorized`	Filings begin.
`filing.submitted`	Per filing.
`filing.completed`	Per filing.
`sweep.completed`	All filings done.

Errors

Status	Code	Description
`422`	`tax_account_inactive`	A state tax account is closed; reopen first.

File a foreign qualificationRegister to do business in a new state.

Variations

A 90-day horizon catches longer-lead obligations like Form 1120 prep and Delaware franchise tax assessments.

{
  "portfolio_id": "pf_Studio01",
  "within_days": 90
}

Validate scope and see exactly what would file without filing anything. Use this in CI to catch scope-policy regressions.

{
  "portfolio_id": "pf_Studio01",
  "within_days": 30,
  "dry_run": true
}

The response shape is identical; nothing is dispatched. dry_run doesn't consume the idempotency window, so use a fresh Idempotency-Key for the live call.

Constrain the sweep to one jurisdiction — useful for ad-hoc cleanup after a new foreign qualification.

{
  "portfolio_id": "pf_Studio01",
  "within_days": 60,
  "jurisdiction_filter": ["US-NY"]
}

A Delaware C-Corp run by a solo founder owes four obligations every year. Walk the calendar in test mode to see exactly when each one fires before running it for real.

# Check what's due in the next 365 days
curl https://api.mattermode.com/v1/entities/ent_Nq3KcAbc/compliance_obligations \
  -H "Authorization: Bearer $MATTER_KEY" \
  -H "Matter-Version: 2026-05-01"

For a freshly active entity the response shape is:

{
  "object": "list",
  "data": [
    {
      "id": "obl_de_annual_2025",
      "filing_type": "delaware_annual_report",
      "due_at": "2026-03-01",
      "status": "ready_to_file"
    },
    {
      "id": "obl_de_franchise_2025",
      "filing_type": "delaware_franchise_tax",
      "due_at": "2026-03-01",
      "status": "ready_to_file",
      "estimated_amount_usd": 400.00,
      "method_chosen": "authorized_shares",
      "method_alternative_usd": 412.50,
      "method_alternative": "assumed_par_value"
    },
    {
      "id": "obl_boi_2025",
      "filing_type": "boi_update",
      "due_at": "2026-12-31",
      "status": "no_action_required",
      "annotation": "No beneficial ownership changes detected since last filing."
    },
    {
      "id": "obl_form_1120_2025",
      "filing_type": "form_1120_preparation",
      "due_at": "2026-04-15",
      "status": "ready_to_file"
    }
  ]
}

The four costs. Roughly, year-one for a solo-founder Delaware C-Corp:

Obligation	Typical cost	Notes
DE annual report	$50	Flat fee, paid alongside franchise tax.
DE franchise tax	$400 minimum	Capped at $200K. Solo-founder shape almost always lands at the $400 floor.
Federal Form 1120	$0 to file	Matter's preparation fee separate; the IRS doesn't charge for filing.
BOI update	$0	Free, but there's a $591/day penalty per FinCEN for late filings.

FAQ

File a foreign qualification — register to do business in a new state
Compliance view — the per-entity obligations enumeration
Portfolios — sweep across many entities at once

File all due reports

Trigger

Call sequence

1. List due deadlines

2. Open a sweep

3. Confirm and authorize

4. Stream events

Idempotency

Webhooks

Errors

Variations

FAQ

On this page

File all due reports

Trigger

Call sequence

1. List due deadlines

2. Open a sweep

3. Confirm and authorize

4. Stream events

Idempotency

Webhooks

Errors

Variations

FAQ

On this page

File all due reports

Trigger

Call sequence

1. List due deadlines

2. Open a sweep

3. Confirm and authorize

4. Stream events

Idempotency

Webhooks

Errors

Related

Variations

FAQ

What annual filings does a Delaware C-Corp owe?

What if I miss a Delaware annual report?

When are BOI updates required?

Does Matter pay the filing fees on my behalf?

Can I sweep filings across a portfolio in one call?

What's the difference between a tier-3 and tier-4 token for annual filings?

Related

On this page

File all due reports

Trigger

Call sequence

1. List due deadlines

2. Open a sweep

3. Confirm and authorize

4. Stream events

Idempotency

Webhooks

Errors

Related

Variations

FAQ

What annual filings does a Delaware C-Corp owe?

What if I miss a Delaware annual report?

When are BOI updates required?

Does Matter pay the filing fees on my behalf?

Can I sweep filings across a portfolio in one call?

What's the difference between a tier-3 and tier-4 token for annual filings?

Related

On this page