This is the part most founders find out too late: incorporating a US company starts a tax clock, regardless of whether the company has done anything yet.
No revenue. No employees. No US customers. It doesn't matter. If your company is incorporated, you have filing obligations. Some of them carry penalties so steep they're hard to believe until you see them.
Here's what's actually due in your first year, and what happens if you miss it.
What it is: An annual fee for staying incorporated in Delaware. It's not based on revenue or profit. Every Delaware C-Corp owes it, every year.
When it's due: March 1.
How much: The default calculation method often produces a wildly inflated number for early-stage startups. We've seen companies with zero revenue get a default bill of $8,000 or more. There's a second method, the Assumed Par Value Capital Method, that almost always gives early-stage companies a much lower number, usually around the $400 minimum. You have to calculate it yourself and submit it with the alternate method.
Penalty for missing it: $200 plus 1.5% monthly interest. Your company also falls out of good standing in Delaware, which can block a funding round, acquisition, or bank account opening.
See the full breakdown of the Delaware Franchise Tax → taxhero.vc/blogs/delaware-franchise-tax
What it is: The IRS federal corporate income tax return. Even if your C-Corp has zero revenue, you're required to file it.
When it's due: April 15 for calendar-year companies (most startups are calendar-year). An extension to October 15 is available if you file Form 7004 by April 15.
What it covers: Income, expenses, and the company's financial position. For a company in its first year with no revenue and minimal expenses, it's a simple filing. But it's still a required filing.
Penalty for missing it: Failure-to-file penalty of 5% of unpaid tax per month, up to 25%. Even if you owe $0, failing to file can create complications on your record.
See the full breakdown of Form 1120 → taxhero.vc/blogs/form-1120
This one surprises a lot of founders.
What it is: A reporting form required when a US company is at least 25% owned by a foreign person or entity. For most accelerator founders who've incorporated a US C-Corp while living abroad, this applies to you.
When it's due: Filed together with Form 1120, so April 15, or October 15 with an extension.
What it covers: Reportable transactions between the US company and its foreign owners. In the first year, this often means capital contributions (the money founders put in to get the company started).
Penalty for missing it: $25,000 per form, per year. Even for companies with zero revenue, zero activity, and no intention to be late. This is not a typo. The IRS treats this as a high-priority compliance item, and the penalty is applied automatically for non-filing.
This is probably the most important one on this list to know about.
See the full breakdown of Form 5472 → taxhero.vc/blogs/form-5472-foreign-founders
What it is: A filing with FinCEN (part of the US Treasury) that identifies who actually owns and controls the company. Required for most US companies under rules that took effect in 2024.
When it's due: For companies incorporated in 2024 or later, within 90 days of incorporation. For companies incorporated before 2024, the deadline has passed, and if it hasn't been filed, it's worth checking current FinCEN guidance on late filing.
Penalty for missing it: Up to $500 per day for non-compliance, plus potential criminal penalties for willful violations.
This is filed with FinCEN directly, not with the IRS or Delaware. Many founders don't encounter it because it's newer, but it's now a real compliance item.
ALERT [Updated March 26, 2025]: All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt from the requirement to report beneficial ownership information to FinCEN. Existing foreign companies that must report their beneficial ownership information have at least an additional 30 days from March 26, 2025—until April 25, 2025, for most companies—to do so. For more information, see press release and alert .
If your company has any operations, employees, or significant activity in a state other than Delaware, you may have a tax nexus in that state and owe filings there too. This is called "foreign qualification" and it varies by state. If you have US-based employees or contractors, check this with a US accountant or lawyer.
For most accelerator founders in year one with a newly incorporated, pre-revenue Delaware C-Corp:
None of these are complicated to file when you know they're coming. All of them are expensive to deal with when you find out about them after the deadline.
Back to the full US incorporation guide for accelerator founders → taxhero.vc/blogs/us-company-incorporation-guide-accelerator-founders
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This article is for informational purposes only and isn't legal or tax advice. Consult a licensed professional for your specific situation.
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