Country：美国（特拉华） · Tax & Audit
United States (Delaware) · Tax & Audit
Delaware attracts incorporation with no state sales tax and a low franchise tax base. C Corp federal tax 21% + Delaware state income tax 8.7% (Delaware-source only), plus an annual franchise tax. LLC is typically pass-through and pays no entity-level tax.
Key points
- Federal corporate income tax: C Corp 21% (TCJA 2017); C Corp dividends subject to double taxation
- Delaware state income tax: 8.7% (Delaware-source income only); no state sales tax / no personal income tax (for non-residents)
- Franchise Tax: C Corp annual fee, by authorized shares or assumed par value method, minimum ~US$175–400, can be very high for large companies
- Global minimum tax: the U.S. addresses it via GILTI/BEAT etc., but has not fully enacted IIR; large MNCs still affected by GloBE
- Transfer pricing and FATCA/CRS reporting
Procedure
- Apply for EIN after incorporation (IRS)
- Choose tax year, set up books (US GAAP)
- Federal CIT filing (1120) + Delaware CIT + franchise tax
- LLC partner pass-through filing
- Large groups assess GILTI / GloBE
Hard requirements
- EIN; local bookkeeping / tax agent
- GloBE assessment for large companies
Costs
Franchise tax annual fee; tax filing fee⏱ ⏱ Timeline：Annual filing (within 3–4 months after fiscal year end)⚠ Common risks
- C Corp double taxation
- Franchise tax spikes with share capital (design share structure)
- State tax nexus (income tax obligation arises in operating state)
Handbook
📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)
Applies to：Tax and audit compliance and annual filing for Delaware-incorporated entities (C Corp / LLC). C Corp federal 21% + Delaware state income tax 8.7% (Delaware-source only) + annual franchise tax.
Prerequisites
- Entity incorporated and EIN obtained
- Tax year selected and US GAAP books set up
- Share structure planned to control franchise tax (use assumed par value method)
- Large groups assessed GILTI / CAMT / GloBE
| Step | Action | Owner | Timeline | Cost | Official form / system | Notes & penalties |
|---|---|---|---|---|---|---|
| 1 | EIN and books Obtain EIN (see incorporation dimension); set up US GAAP books, determine fiscal year. | Finance + U.S. tax agent | Setup period | Accounting fee | Books + EIN | C Corp federal 21% (TCJA 2017). Penalty：None |
| 2 | Federal CIT filing (1120) C Corp files Form 1120 for federal corporate income tax (21%); dividends subject to double taxation. LLC is typically pass-through, filed by partners. | Tax agent | Within 3–4 months after fiscal year end | Filing fee | Form 1120 / 1065 | Delaware state income tax 8.7% on Delaware-source income only. Penalty：Late filing penalty + interest |
| 3 | Delaware franchise tax + annual report C Corp files Annual Report ($50) and pays franchise tax by March 1 each year; use the assumed par value capital method (minimum $400) to avoid the authorized-shares-method surge. LLC pays $300 annual tax by June 1. | Finance + Registered Agent | Annual (3/1 or 6/1) | C Corp: $50 report + franchise tax (min $400, max $200k); LLC: $300 | DE Franchise Tax + Annual Report | 10M authorized shares under the authorized-shares method can reach $85,000 — be sure to choose the assumed par value method. Penalty：Late $200 penalty + 1.5%/month interest; prolonged non-filing → dissolution |
| 4 | Large-group global tax assessment Assess GILTI (Global Intangible Low-Taxed Income), BEAT, the CAMT (Corporate Alternative Minimum Tax 15%) under IRA 2022, and GloBE / Pillar Two impact. | Group tax + Big Four | Annual | Advisory fee | GILTI/CAMT/GloBE calculation | The U.S. has not fully enacted IIR, but stacked rules raise effective tax burden. Penalty：Missed calculation items lead to top-up tax |
| 5 | State tax nexus management If substantive operations (nexus) arise in other states, file state income tax and sales tax in the operating state, not just Delaware. | Tax agent | Annual | Filing fee | Per-state tax filing | Incorporated only in Delaware but substantively operating elsewhere requires foreign qualification (see qualification dimension). Penalty：Unfiled nexus → back tax + penalty |
✅ Self-check list
⚠ Common pitfalls
Franchise tax surge影响：10M authorized shares under authorized-shares method can reach $85,000.规避：Choose the assumed par value capital method when filing; have a CPA compare both; control authorized share count in share structure design.
C Corp double taxation影响：Profit distributed to shareholders taxed again at individual level.规避：Consider LLC pass-through or retained-earnings strategy; Chinese shareholders also subject to PRC tax law.
State tax nexus omission影响：Back tax and penalty in operating state.规避：Identify each state's nexus threshold; obtain foreign qualification and file timely.
GloBE/CAMT omission影响：Top-up tax for large groups.规避：Include global minimum tax in the annual tax model.
Assuming no income means no filing needed影响：Late penalty + company good standing forfeited, affecting visa and accounts规避：Even with zero revenue, pay DE franchise tax and federal 1120 on time to maintain good standing
📅 Ongoing post-incorporation obligations
- Federal CIT annual filing (1120)
- Delaware franchise tax + annual report (C Corp 3/1; LLC 6/1)
- Operating-state income tax and sales tax filing
- Large-group GILTI/CAMT/GloBE assessment
- Transfer pricing / FATCA-CRS compliance
🔗 Official portals
📎 Source：https://www.irs.gov ; https://revenue.delaware.gov ; https://www.oecd.org/tax/beps/
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