Delaware Annual Tax & Report Deadlines for LLCs and Corporations
Delaware Annual Taxes and Reports: What Businesses Need to Calendar
Delaware is one of the most common formation states for LLCs and corporations, but Delaware compliance does not end after formation.
Every year, Delaware entities may need to pay franchise tax, file an annual report, or both. The rules differ sharply depending on whether the entity is an LLC, limited partnership, general partnership, domestic corporation, or foreign corporation.
The most important deadlines are:
- March 1: Delaware domestic corporation annual reports and franchise taxes are due.
- June 1: Delaware LLCs, limited partnerships, and general partnerships generally must pay the $300 annual tax.
- June 30: Foreign corporations must file a Delaware annual report.
Missing the wrong deadline can create penalties, interest, loss of good standing, and avoidable problems with banks, investors, contracts, or transactions.
Important note: This article is general information, not legal or tax advice. Confirm your entity’s obligations with the Delaware Division of Corporations, your registered agent, and qualified counsel.
Delaware LLCs, LPs, and GPs: $300 annual tax due June 1
The Delaware Division of Corporations says domestic and foreign limited liability companies, limited partnerships, and general partnerships formed or registered in Delaware are required to pay an annual tax of $300.
These entities are not required to file an annual franchise tax report with the Division of Corporations. They must pay the annual tax.
The annual taxes for the prior year are due on or before June 1.
If the required annual tax is not paid, Delaware states that the entity will face a $200 penalty plus 1.5% interest per month on the tax and penalty.
Delaware also says there is no proration on alternative entity taxes. Annual taxes are assessed if the entity is active in the Division of Corporations’ records at any time during January 1 through December 31 of the current tax year.
Delaware domestic corporations: annual report and franchise tax due March 1
Delaware domestic corporations have a different annual compliance structure.
The Division of Corporations says all active domestic corporation annual reports and franchise taxes for the prior year are due annually on or before March 1 and must be filed online.
Failure to file the report and pay the required franchise taxes results in a $200 penalty plus 1.5% interest per month on tax and penalty.
Annual report filing fees are separate from the franchise tax itself. Delaware lists annual report filing fees of:
- $25 for exempt domestic corporations; and
- $50 for non-exempt domestic corporations.
Franchise tax amounts vary depending on the calculation method and entity details. Delaware lists the current minimum tax as $175 under the Authorized Shares Method and $400 under the Assumed Par Value Capital Method, with maximum tax rules for larger filers.
Delaware foreign corporations: annual report due June 30
Foreign corporations registered in Delaware also have annual reporting obligations.
The Delaware Division of Corporations says foreign corporations must file an annual report with the Delaware Secretary of State on or before June 30 each year.
A $125 filing fee is required. If the annual report and payment are not received by the due date, a $125 penalty is added to the filing fee.
Why Delaware registered-agent notices matter
Delaware tax notices and annual report notices are often connected to the registered agent relationship.
Delaware’s tax FAQ states that tax notices are printed in December of the year the tax is due and sent to the registered agent. The registered agent is designated by the entity’s formation filing or later change filing.
That makes registered-agent accuracy a practical compliance issue. If the registered agent relationship is outdated, terminated, or ignored, the company may miss important tax and annual report notices.
A Delaware registered agent does not pay your franchise tax automatically unless you have a separate service arrangement. But the registered agent can be an important channel for receiving state notices.
What happens if a Delaware entity misses its deadline?
The immediate consequences can include penalties and interest. The downstream consequences can be more disruptive.
A Delaware entity that falls out of good standing may run into problems when it needs to:
- obtain a certificate of good standing;
- close a financing round;
- enter into major contracts;
- sell the business;
- make significant distributions; or
- undertake other transactions that require good standing.
Delaware compliance calendar for entities
Domestic Corporations:
- March 1: File Annual Report and pay Franchise Tax. (Penalty/interest for late filings/payments).
Foreign Corporations:
- June 30: File Annual Report. (Penalty/late fee for late filings).
LLCs, LPs, GPs (Domestic & Foreign):
- June 1: Pay $300 Annual Tax. (Penalty/interest for late payments).
FAQ
What is the annual tax for Delaware LLCs, LPs, and GPs?
Delaware requires an annual tax of $300 for LLCs, LPs, and GPs. This tax is due on or before June 1.
Do Delaware LLCs need to file an annual report?
No, Delaware LLCs, LPs, and GPs are not required to file an annual franchise tax report with the Division of Corporations, but they must pay the $300 annual tax by June 1.
What is the deadline for Delaware domestic corporation annual reports?
Delaware domestic corporations must file their annual reports and pay franchise taxes by March 1.
What happens if I miss the Delaware annual tax or report deadline?
Missing deadlines can result in penalties, interest, and loss of good standing. For corporations, late filings incur a $200 penalty plus interest. For LLCs/LPs/GPs, late payments incur a $200 penalty plus interest.
Does my Delaware registered agent pay my franchise tax?
Your registered agent is typically responsible only for receiving official state notices and service of process, not for paying your taxes directly, unless you have a specific arrangement. Ensure your agent’s contact information is current.
Maintaining a Delaware registered agent is crucial for receiving official notices. Rapid Registered Agent ensures your Delaware entity has reliable registered agent coverage to help you stay on top of compliance deadlines.