What Tax Forms Does a Delaware C-Corp Need to File?

Most founders don’t wake up excited about tax filings. They’re building product, talking to users, and shipping fast. But whether you’re pre-revenue, pivoting, or trying to hit your first $10k MRR, your Delaware C-Corp still has required filings — even if nothing “happened” this year.

This is the guide I wish someone had handed me earlier in my career: a simple breakdown of the core filings every Delaware C-Corp must understand, why they matter, and how to avoid the penalties that catch teams off guard. If you’re also thinking about contractor tax obligations, our guide on when startups must issue 1099s is a good companion:
https://lucius.finance/blog/when-do-i-need-to-issue-1099s

Before we dive in, an important note: Lucius is not a CPA firm, and this guide is not legal or tax advice. It’s meant to help founders understand the landscape so you know what conversations to have with licensed professionals when required.

Federal Filings Every Delaware C-Corp Must File

Form 1120 — U.S. Corporate Income Tax Return
Every C-Corp must file Form 1120, even with no revenue, minimal expenses, or a bank account opened late in the year. Missing it triggers penalties simply because the IRS expects a return from every corporation. Calendar-year companies file by April 15.

Form 5472 — For Foreign-Owned or Foreign-Funded Startups
You must file Form 5472 if a foreign person owns 25%+ of your company, or if the company had certain transactions with a foreign founder, entity, or lender. It’s one of the most commonly missed filings, and the penalty is steep: $25,000 per missed or incorrect return.

1099-NEC / 1099-MISC
If you paid U.S.-based contractors $600 or more, you must issue 1099s by January 31. The challenge isn’t the form — it’s collecting W-9s, contractor info, and accurate totals early enough.

W-2s & Payroll Tax Filings
If you hired employees, even one, you must issue W-2s and complete payroll tax filings at the federal and state levels. Payroll providers assist, but only when the data is set up correctly.

Delaware State Requirements

Delaware Annual Franchise Tax Report
Every Delaware C-Corp must file the Franchise Tax Report and pay the tax, regardless of revenue. It’s due March 1. Many founders overpay because they don’t understand the available calculation methods.

Filings in States Where You Actually Operate

Your Delaware C-Corp must file taxes in any state where it has “nexus,” which can be triggered by:

• A remote employee

• A physical office

• Sales or economic activity

• Certain operational footprints

Common examples:

California
Companies with employees or meaningful operations file Form 100 and typically pay an $800 minimum tax after year one.

New York
Companies with New York nexus file Form CT-3. Those operating in NYC may have additional returns.

With distributed teams, multi-state tax triggers often appear earlier than founders expect. Year-end guesswork usually leads to missed filings.

Quick Checklist for Delaware C-Corps

Federal
• Form 1120
• Form 5472 (if foreign ownership or transactions)
• 1099-NEC / 1099-MISC
• W-2s + payroll filings

Delaware
• Annual Franchise Tax Report

States where you operate
• CA Form 100
• NY CT-3
• Other state returns depending on nexus

Your exact mix depends on your team, ownership, and operations.

Where Founders Often Get This Wrong

“No revenue means no filing.”
Not true. Every corporation must file a return.

Missing Form 5472.
Any foreign involvement can trigger it — and missing it is expensive.

Not tracking state nexus.
One remote hire in California or New York can create an entirely new filing requirement.

These aren’t complex problems — they’re timing problems. The issues show up when founders discover obligations too late.

The Modern Approach: Continuous Tracking Instead of January Panic

Traditional workflows wait until the year ends. Bookkeepers wait for your documents. Tax firms wait for you to show up stressed in February.

For fast-moving teams, none of this works.

A better approach is continuous tracking:

• Contractor payments

• Ownership changes

• Cross-border transactions

• State hiring

• Nexus developments

When books and activity stay current throughout the year, filings are ready long before deadlines. Lucius follows this model, but this principle applies universally: tax compliance is only stressful when it’s treated as a once-a-year project.

Final Answer: What Does a Delaware C-Corp Need to File?

At minimum: Form 1120 and the Delaware Franchise Tax Report.
If you hired contractors: 1099s.
If you have employees: payroll filings.
If you have foreign ownership or transactions: Form 5472.
If you operate across states: additional state returns depending on nexus.

The easiest way to stay compliant is to keep information organized continuously, not at the end of the year. When your books stay current and activity is tracked as it happens, tax season stops being a crisis and becomes routine.

And one more reminder: Lucius is not a CPA firm, and this guide isn’t formal tax, legal, or accounting advice. For regulated services like audit, attest, or opinion-based tax work, founders should always work with a licensed CPA or tax professional.

Related Posts

When Do I Need to Issue 1099s to Contractors?
https://lucius.finance/blog/when-do-i-need-to-issue-1099s

How Often Should I Update My Startup’s Books?
https://lucius.finance/blog/how-often-should-i-update-startup-books

How Should Founders Reconcile Bank Transactions?
https://lucius.finance/blog/how-should-founders-reconcile-bank-transactions