Key Takeaways

  • Delaware requires domestic corporations to file an annual report and franchise tax by March 1 each year to maintain good standing.
  • Foreign corporations registered in Delaware must pay an annual $125 fee by June 30 but do not file an online annual report.
  • LLCs, LPs, and LLPs in Delaware do not file annual reports—only a $300 annual franchise tax due by June 1.
  • The Delaware annual report filing must include company details such as officers, directors, and business address.
  • Failure to file or pay results in penalties, loss of good standing, or administrative dissolution.
  • Delaware offers online tools for calculating franchise taxes and verifying filing status.

Delaware LLC annual reports and franchise taxes are due every year, and both have specific requirements that must be met. These requirements include paying fees and providing updated information regarding your LLC.

In Delaware, domestic corporations have both an annual report and a franchise tax. These are due on March 1 of each year. You must file the Delaware corporate annual report online. Corporations are required to pay an annual report fee in the amount of $50, along with an annual franchise tax.

Filing Your Delaware Annual Report and Franchise Tax

While you do have the option of paying a Delaware registered agent to complete the work for you, you may be wasting your money since you can easily complete the task by entering your information into the Delaware Division of Corporations website.

The total cost of filing all necessary items – the Delaware franchise tax and annual report for Delaware domestic corporations – is at minimum, $225 per year. This cost is calculated using a minimum tax of $175 plus the minimum filing fee of $50.

Understanding Delaware Annual Report Filing Deadlines and Fees

All Delaware corporations—both domestic and foreign—must comply with annual reporting and tax obligations to remain in good standing. For domestic corporations, the Delaware annual report filing and franchise tax payment are both due by March 1 each year. The report fee is $50, while the minimum franchise tax is $175, for a total minimum cost of $225.

Foreign corporations, which are entities formed outside Delaware but registered to do business in the state, pay an annual $125 fee due June 30. While they do not file an annual report online, payment is required through the Delaware Division of Corporations portal.

LLCs, LPs, and LLPs in Delaware do not file an annual report. Instead, they pay a $300 annual franchise tax, due by June 1 each year. Late payments may incur penalties or loss of good standing.

Businesses can file directly on the Delaware Division of Corporations website using the entity’s File Number. The online system provides filing confirmation immediately upon payment.

Filing for a Corporation That Was Formed Out of State

If your corporation was formed outside of the state of Delaware but registered to do business in Delaware, then you must pay a $125 fee for registration. This is considered a foreign corporation. Even if you are located outside of the United States, you are not considered a foreign corporation for these purposes if your corporation was in fact formed in Delaware. If you do have a foreign corporation, however, it is important to note that foreign corporations cannot file online. Foreign corporations have an annual fee, which must be paid online by June 30 of each year.

What Must Be Included in Your Delaware Annual Report

There are specific requirements for the Delaware Annual Report. When filing your Delaware Annual Report, you must include the following information:

  • The address and name of at least one officer
  • The address and name of each and every Director
  • The company's physical address location
  • An authorization completed by any officer to file the Annual Report

The annual report will then be filed with the Delaware Secretary of State's Office. The annual report will also be added to the company's filing history.

Common Mistakes in Delaware Annual Report Filing

When completing your Delaware annual report filing, several errors can cause delays or penalties:

  • Incorrect or outdated officer information: Ensure all officers and directors’ names and addresses are current.
  • Wrong entity type selection: Filing requirements differ for corporations, LLCs, and LPs. Choosing the wrong type may invalidate the submission.
  • Missed deadlines: Reports not filed by March 1 (corporations) or June 1 (LLCs) incur fines and interest.
  • Failure to update the business address: Delaware requires a valid physical address, not a P.O. box.
  • Unpaid franchise taxes: Even if the report is filed, outstanding franchise taxes can result in loss of good standing.

To prevent errors, review your entity details on the Delaware Division of Corporations’ entity search tool before filing. This helps confirm that officer data, file number, and registered agent information are correct. 

Delaware Franchise Tax

The annual corporate franchise tax minimum payment is $175. This minimum franchise tax payment is determined by calculating the number of authorized shares. Since corporations with a high number of authorized shares may be required to pay a large sum of money, up to $200,000, it is recommended that you keep your number of authorized shares under 5,000 if that makes sense for your corporation.

There is a state penalty of $125 if a domestic corporation has not filed the annual report and franchise tax. In addition, the state also will charge a 1.5 percent interest rate on the funds that are due.

Delaware Annual Report Filing Penalties and Compliance Consequences

Failing to complete your Delaware annual report filing or to pay franchise taxes on time can have serious consequences. Corporations that miss the March 1 deadline face:

  • A $125 late penalty, plus 1.5% monthly interest on unpaid franchise tax balances.
  • Loss of good standing, which can prevent the company from obtaining certificates, licenses, or contracts.
  • Administrative dissolution or revocation of corporate status if noncompliance persists.

To restore good standing, delinquent corporations must file overdue reports and pay all penalties and taxes. Delaware’s online filing system allows entities to resolve past-due filings quickly. Maintaining compliance ensures continuous legal protection for officers and shareholders and preserves the company’s ability to conduct business. 

Where to File Your Delaware Franchise Tax Report for Your Delaware Corporation

You may file your Delaware Franchise Tax Report at the Delaware state website. If you elect to mail your franchise tax report, you may mail it to the following address:

Delaware Division of Corporations Attention Franchise Tax410 Federal Street, STE 4Dover, DE 19901

Calculating Your Delaware Franchise Tax

You can calculate your Delaware Corporation Franchise Tax through either of these two methods – the Authorized Shares Method or the Assumed Par Value Method. For the Authorized Shares Method, the tax is calculated based on the total number of shares that were authorized, not necessarily the number of shares that were actually issued to the shareholders. The Assumed Par Value Method for calculating taxes is based on the issued shares, along with the corporation's total gross assets and authorized shares.

Using each method, the lowest tax you can be obligated to pay using the Authorized Shares Method is $175, while the lowest tax using the Assumed Par Value Method is $350.

How to File and Verify Your Delaware Annual Report

To complete your Delaware annual report filing, access the Delaware Division of Corporations’ online filing system and enter your business’s File Number. The site walks you through the following steps:

  1. Verify entity information and registered agent details.
  2. Enter the names and addresses of corporate officers and directors.
  3. Calculate and pay the correct franchise tax based on the authorized shares or assumed par value method.
  4. Submit payment by credit card or ACH transfer.

After submission, you’ll receive a confirmation receipt for your records. Corporations can verify their filing status anytime through the Division’s Entity Search page. For larger corporations, the Division offers a Franchise Tax Calculator to help estimate tax liability before filing.

LLCs, LPs, and LLPs in Delaware

The procedure for Delaware-registered Limited Liability Companies (LLCs), both domestic and foreign, is simpler than the procedure for corporations. For LLCs in Delaware, you must simply pay a $300 tax annually.

There is no requirement in Delaware that LLCs have to file an annual report, rather, they are only responsible for the annual tax. For other entities such as LPs, LLPs, and other forms of limited partnerships, for each partner, the fee increases by $300.

Maintaining Delaware LLC Compliance Beyond Annual Tax

Although Delaware LLCs do not file an annual report, they must remain compliant through other state requirements. Each LLC must:

  • Pay the $300 annual franchise tax by June 1.
  • Maintain a registered agent in Delaware.
  • Keep an up-to-date operating agreement and record of ownership.
  • File amendments promptly if the LLC name or structure changes.

Failure to pay the annual tax can result in a $200 penalty plus 1.5% interest per month. Noncompliance for more than three years may cause the LLC to be administratively canceled.

Maintaining compliance ensures your Delaware LLC’s legal protections remain intact. If you’re unsure how to handle these obligations, you can find an experienced business attorney on UpCounsel to assist with filing and compliance.

Frequently Asked Questions

1. Who must file a Delaware annual report? All Delaware domestic corporations must file an annual report and pay franchise tax by March 1 each year.

2. Do Delaware LLCs file an annual report? No. Delaware LLCs only pay a $300 annual tax by June 1; they are not required to file an annual report.

3. What happens if I miss the Delaware annual report filing deadline? Corporations face a $125 late penalty and 1.5% monthly interest on unpaid franchise taxes. Continued noncompliance can lead to loss of good standing.

4. Can I file my Delaware annual report online? Yes. Reports are filed through the Delaware Division of Corporations’ online system, which provides instant confirmation.

5. How can I check if my Delaware corporation is in good standing? You can verify filing and tax status through the Delaware Division of Corporations Entity Search page at any time.

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