In brief: A flipped startup's Delaware parent faces two kinds of deadline in year one. Some run from an event: the 45-day BE-13 filing, any 30-day 83(b) elections and, for Israeli flips under the green track, the 15-day trustee deposit. The rest are fixed dates. For a calendar-year company the biggest is April 15: Form 1120 with Form 5471 and Form 5472 if one is required, and the FBAR, which is filed separately with FinCEN.
The flip itself takes days. The filings it creates run on calendars that nobody hands you at closing, split across the IRS, the Treasury, the Commerce Department and the State of Delaware. Few are hard. Missing them is what turns into a penalty notice, or a finding in the next round's diligence.
By Ronnie Jaffa, Co-Founder & CEO ·
What does the first year look like on a calendar?
Take an Israeli startup whose Delaware parent is formed on June 15, 2026, and whose flip closes on July 1, 2026, with a calendar tax year.
After the initial event-driven deadlines, the main annual filings begin in February, while payroll and other ongoing obligations continue throughout the year. Everything else converges on April 15, 2027. With an extension, the return and its information forms move to October 15, 2027, which is why the first full cycle runs past twelve months. Rows marked "if any" or "if required" depend on facts covered below; the interactive version on the page builds this calendar from your own dates.
The example is an Israeli flip. A UK flip has no Israel Tax Authority ruling or trustee deposit; it relies instead on HMRC's share-for-share rules, which changed on 26 November 2025.
Which clocks start at formation or closing?
These run from an event, not a calendar date, so they are the easiest to miss.
| Deadline | Clock | Applies when |
|---|---|---|
| BE-13 filing to the Commerce Department's BEA | 45 days from the applicable investment, acquisition or establishment: formation if the founders hold shares from day one, otherwise generally the exchange | A foreign person holds, directly or indirectly, 10% or more of its voting stock. It is mandatory even if BEA never contacts you. If the total acquisition or establishment cost exceeds $40 million, the full BE-13 survey is generally required; otherwise, the BE-13 Claim for Exemption generally applies. Either way, it is due within the same 45 days. |
| Trustee deposit of the new shares | 15 days from closing | Israeli flips under the ITA green track, for Israeli-taxable holders |
| 83(b) election | 30 days from the transfer of the restricted shares (normally the exchange date) | May be appropriate if founder vesting was reimposed on a holder who is, or may become, a US taxpayer; not every flip needs one |
| Intercompany agreement | Ideally before material intercompany transactions begin | Recommended where intercompany transactions are expected |
| BOI report to FinCEN | 30 days from registration | A foreign company in the group registers to do business in a US state and no exemption applies. The Delaware parent itself is exempt. |
| IIA change-of-ownership notice | With the flip | The Israeli company received Israel Innovation Authority grants. Notify the IIA of relevant ownership changes and provide a foreign-shareholder Undertaking where required; a transfer of IIA-funded IP may need separate approval. |
The BE-13 is easy to miss because it comes from the Commerce Department, not the IRS, and its clock can start when the Delaware company is formed, weeks before the flip closes. For most startups it is the short Claim for Exemption, but it is still due.
What has to happen before the first US hire or payment?
These are key compliance steps to address before hiring employees, granting equity or making relevant payments.
- First US employee: register for federal payroll tax deposits, open any required withholding and unemployment accounts in the employee's state, and determine whether the Delaware company must also register to do business in that state, which is a separate question. Ask the employee to complete Form W-4 when they start and have them complete Section 1 of Form I-9 by their first day of work. The employer completes Section 2 within three business days of the start date, or by the first day for jobs lasting less than three days.
- First contractor or vendor: collect a Form W-9 from US payees and, where applicable, the appropriate Form W-8 from foreign ones before the first payment. Those forms decide which information returns you owe in January and March.
- First options to US hires: set the strike price at no less than fair market value on the grant date. An independent 409A appraisal is the usual way to support it, because it is presumed reasonable; other reasonable methods are allowed.
- Payments to foreign persons, such as interest on a founder's loan or a royalty: work out whether the payment is US-source and whether withholding applies before paying, because that drives Forms 1042 and 1042-S. Sourcing depends on the payment type: royalties are sourced where the IP is used, not where the payer is, and some interest qualifies for statutory exemptions as well as treaty rates. Services performed abroad by your Israeli or UK team are generally not US-source and do not trigger it.
Which dates repeat every year?
For a calendar-year company, these are fixed. When a date falls on a weekend or holiday, it moves to the next business day, which is why January 31, 2027 becomes February 1.
| Date | Filing | Applies when |
|---|---|---|
| January 31 | Forms W-2 and 940, and the fourth-quarter Form 941 | The company had US employees; Form 940 where federal unemployment tax (FUTA) applies |
| January 31 | Form 1099-NEC | The company paid a US contractor $2,000 or more in reportable nonemployee compensation in the year (the threshold for payments made from 2026), subject to exceptions based on payee type and payment method |
| March 1 | Delaware annual report and franchise tax | Always. Recalculate under the assumed par value capital method; the default notice is often far higher. Late filing costs $200 plus interest of 1.5% per month on unpaid tax and penalties, and can affect good standing. |
| March 15 | Forms 1042 and 1042-S | The company paid reportable US-source income to foreign persons |
| April 15 | Form 1120, with Form 5471 (including Schedule M) and Form 5472 | Always for the 1120; the 5471 because the parent controls a foreign subsidiary; Form 5472, where applicable, for reportable related-party transactions involving a 25%-foreign-owned US corporation |
| April 15 | FBAR (FinCEN Form 114) | The US parent has a financial interest in foreign accounts exceeding $10,000 in aggregate at any time during the year, including qualifying subsidiary accounts. Certain US individuals with signature authority may have separate filing obligations. |
| End of April, July, October, January | Form 941 | The company runs US payroll |
| 15th of the 4th, 6th, 9th and 12th months | Estimated income tax | The company expects to owe tax for the year; a loss-making startup usually does not |
| Set by each state | Annual reports and state returns | The company is registered in states other than Delaware |
What an April 15 extension covers. Form 7004 moves Form 1120 to October 15, and Forms 5471 and 5472 move with it because they are filed as part of the return. It extends the time to file, not to pay. The FBAR's extension to October 15 is automatic and needs no request. The Delaware report has no equivalent: March 1 is March 1.
What adds dates to the calendar?
The tables above are the floor. These events add to them, and each belongs on the same calendar rather than in a separate system:
- A priced round. SEC Form D is due within 15 days of the first sale in a Regulation D offering, with state notice filings alongside. For an Israeli flip, check the 25% ruling condition before the term sheet is signed.
- An office or employee in a new state. Registering to do business there, if required, brings that state's annual report and income or franchise tax return. California, for example, charges an $800 minimum franchise tax, though a newly incorporated or newly qualified corporation is generally exempt from the minimum in its first tax year.
- US customers. Sales tax registration and collection may be required where sales are taxable and the company has physical or economic nexus in the state.
- The subsidiary's own filings. An Israeli company keeps its Israeli annual return and any IIA royalty and progress reports; a UK company keeps its Companies House and HMRC filings. They are not US deadlines, but diligence will check them alongside the US ones.
Who should own the calendar?
One person, with a name against every row. The deadlines come from four agencies and two countries, and each adviser on the flip sees only their own part of it: Israeli or UK counsel the ruling and the subsidiary, US counsel the corporate steps, the payroll provider the payroll forms. Nobody in that list is responsible for the whole year unless you make them so.
At Naveh, the CFO-led team keeps that calendar for flipped companies: every date in one place across the parent and the subsidiary, a named owner for each, and the books and returns behind them prepared so April 15 is a filing, not a project.
If your flip has closed, or closes this quarter, book a free 30-minute review. You get a written summary of what is filed, what is coming due and what is already late, whether or not you work with us.
Short answers
We have no revenue yet. Do we still file? Yes. Form 1120 is due every year the company exists, and Forms 5471 and 5472 depend on ownership and transactions, not profit.
Our flip closes in November. Is our first return still due in April? Yes, if the company uses a calendar tax year, as most startups do. The first tax year runs from formation to December 31, so a company formed in November 2026 files its first Form 1120, for those few weeks, by April 15, 2027. A C-corp can choose a fiscal year instead, which moves the date.
Is the BE-13 a tax filing? No. It is a mandatory, confidential statistical survey run by the Commerce Department's Bureau of Economic Analysis, separate from the IRS.
Does the Delaware parent file a BOI report? No. US-formed companies are exempt under FinCEN's final rule. Only a foreign company in the group that registers in a US state, and doesn't qualify for an exemption, reports.
Sources
All checked November 6, 2026.
- 15 CFR 801.7 and BEA Form BE-13B (Rev. 10/2025) — who reports, the 10% threshold and the 45-day deadline; Federal Register notices 2026-00822 and 2026-06039 — the survey remains mandatory
- IRS Instructions for Forms 1120, 5471, 5472 and 7004 — the return, its information forms and the extension
- 31 CFR 1010.350 and FinCEN FBAR guidance — financial interest and the automatic extension
- Delaware Division of Corporations; Wolters Kluwer CT Corporation (January 2026) — March 1 annual report and franchise tax
- FinCEN Beneficial Ownership Information final rule (Federal Register 2026-16576) — exemption for US-formed companies
- Pearl Cohen on the ITA green track (Mondaq, January 2019) — the 15-day trustee deposit
- IRS Publication 15 and the instructions for Forms W-2, 940, 941, 1099-NEC, 1042 and 1042-S — payroll and information-return dates
- SEC Form D and Rule 503 of Regulation D — the 15-day filing