Delaware Franchise Tax & Dissolution Guide

Generative AI, Inc.

What You Need Before You Start

Gather these three pieces of information for each tax year (2023 and 2024):

1. Issued shares — Use the screenshot Wendy included in her Feb 26 email.
2. Total gross assets — The "total assets" line from your federal tax return (Form 1120, Schedule L) as of 12/31 of that year. If the company had near-zero assets (small bank balance, minimal equipment), that number may be very small. If you never filed a 1120, use your best good-faith estimate.
3. Authorized shares and par value — From your Certificate of Incorporation. Fenwick has this on file if you don't.

Why this matters: The default "Authorized Shares" method is showing ~$146,800. By switching to the "Assumed Par Value Capital" method and entering your actual (tiny) gross assets, the tax drops to the **$400 minimum per year**.

Part 1: File and Pay Franchise Taxes

Repeat these steps twice — first for tax year 2023, then for 2024.

Step 1: Access the Portal

• Go to corp.delaware.gov/paytaxes
• Available daily 8:00 AM – 11:45 PM Eastern Time
• Click "Click Here to Pay Taxes / File Annual Report"

Step 2: Enter Your Entity Info

• Enter the 7-digit Business Entity File Number: 7501823
• Select "File Annual Report" for the appropriate tax year

Step 3: Enter Issued Shares

• Fill in the issued shares fields using the info from Wendy's screenshot
• If you're unsure about any fields, contact Wendy Chan: WChan@fenwick.com / +1 650-335-6106

Step 4: Enter Gross Assets (Critical Step)

• Enter your total gross assets as of 12/31 of the tax year
• For a company with no profit and minimal operations, this could be a very small number (e.g., $500,$1,000, or whatever your bank balance and assets actually were)
• Enter the gross assets date as 12/31/2023 (or 12/31/2024 for the second filing)

Step 5: Select the Assumed Par Value Capital Method

• Look for the option to switch from the default Authorized Shares method to the Assumed Par Value Capital method
• Click "Recalculate Tax"
• The tax amount should drop dramatically — likely to the **$400 minimum** (plus the$200 late penalty, $50 filing fee, and accumulated interest)

Step 6: Complete Required Fields

• Fill in all remaining fields marked with a red asterisk (*)

Step 7: Submit and Pay

1. Click "Continue Filing"
2. Review the filing for accuracy
3. Submit payment (credit card or ACH)
4. Enter your email address to receive a filed copy for your records

Step 8: Repeat for Tax Year 2024

• Go back to the portal and repeat Steps 1–7 for tax year 2024

Expected Costs

Part 2: After Payment — Tell Fenwick

Once both years are filed and paid:

• Email Michelle Le (MLe@fenwick.com) and Wendy Chan (WChan@fenwick.com) confirming both years are paid
• CC: Havyn Quigley (HQuigley@fenwick.com), Eric Ball (EBall@fenwick.com), Will Black (wblack@fenwick.com)
• Attach or forward the email receipts from Delaware

Part 3: Fenwick Handles the Rest

Once Fenwick confirms your taxes are paid, the remaining dissolution steps are:

1. Certificate of Revival — Fenwick files this to bring the company back into good standing with Delaware
2. Certificate of Dissolution — Filed with Delaware to formally dissolve Generative AI, Inc.
3. Jorge's Board Resignation — Jorge resigns from the Board following the dissolution approval

You've already signed the Certificate of Dissolution via DocuSign, so your main action item is just getting the taxes paid.

Troubleshooting

Last updated: March 18, 2026