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How To File A Delaware Annual Report

How To File A Delaware Annual Report

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How To File A Delaware Annual Report

One of the requirements of maintaining a corporation in Delaware is filing the Annual Franchise Tax Report.  While LLCs, Limited Partnerships, and General Partnerships are not required to file an Annual Report, they will still have to report and pay Franchise Taxes.   The Annual Report is used to confirm and update the company’s information with the Delaware Secretary of State, such as the name and address of the registered agent and principal office address.  The Franchise Tax is assessed for the privilege of doing business in the State of Delaware.

Related: How to form an LLC in Delaware

Who Needs to File an Annual Report?

Domestic and foreign corporations and LLCs are required to file an annual report each year after the year the company was formed.

If you would rather use a service that guarantees the annual report is filed on-time and right, check out the annual report filing services through Northwest and Harbor Compliance.

What is Needed to File a Delaware Annual Report

The filing of the Annual Report is done through the Delaware Secretary of State’s website.

The report asks for information such as:

  • The Business Entity File Number.  You can find your File Number by doing a Delaware entity search.
  • Legal name of the entity
  • Name and street address (P.O. Boxes are not allowed) of the Delaware Registered Agent
  • Address of the Principal place of business (No P.O. Boxes)
  • Names and titles of all managers, members, directors, or officers.

Annual Report & Franchise Tax Cost

The corporation’s Annual Report filing fee is $50, plus franchise tax fees. Franchise taxes for corporations are a minimum of $175 and are calculated using either the Authorized Shared Method or the Assumed Par Value Capital Method, both of which are calculated based on the number of shares the corporation has.

​​The minimum annual tax for Delaware corporations is currently $175, using the Authorized Shares Method, and the Minimum Tax using the Assumed Par Value Capital Method is based upon the total number of issued shares and the total gross assets of the corporation with a minimum tax of $400 and a maximum tax of $200,000 ​for both methods. 

​All 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.

Annual Report Due Date

The State of Delaware has different deadlines depending on the business entity. T​​​​axes are assessed if the corporation is active in the records of the Delaware Division of Corporations anytime from January 1st through December 31st of the current tax year.

Corporations: The Annual Report and Franchise Taxes are due March 1st of each year.

LLC/LP/GP: Franchise Taxes are due June 1st of each year.

The Delaware Secretary of State’s office sends a reminder notice approximately 60 days before the renewal deadline. Even though a reminder is sent, it’s important to make an additional reminder for yourself should you not receive it. 

Delaware Annual Report FAQs

My business made little or no money.  Do I still have to file the Annual Report?

Even if your Corporation or LLC received no income or had no business activity, the Annual Report and/or Franchise Taxes are still required to be filed and paid.

What happens if you don’t file the Annual Report on time?

Corporations: Failure to file the Annual Report and pay the Franchise Tax will result in a penalty of $125.00 plus 1.5% interest per month.

LLC/LP/GP: Failure to pay the Franchise Tax will result in a penalty of $200.00 plus 1.5% interest per month.

If the Annual Report is not filed by the due date, the entity’s status will change to Bad Standing.  In order for the entity to regain its status of good standing with the Secretary of State, the tax and penalties must be paid in addition to filing a reinstatement form.  By not being in good standing, the owners may be held personally liable should the LLC or corporation be sued.  Should the company be delinquent for three years, the Secretary of State will dissolve the entity.

How do you change the Registered Agent?

While the Delaware Annual Report form asks for the registered agent’s name and address, the Registered Agent can’t be updated on this form. 

To update the Registered Agent’s information for an LLC, fill out the Certificate of Change of Agent Form. The filing fee is $50.

Delaware Secretary of State Contact Information

The mailing address for the Delaware Annual Report is:

Delaware Department of State – Division of Corporations
PO Box 898
Dover, DE 19903

If you have questions, they can be contacted at (302)-739-3073, option 3.

How To File A Delaware Annual Report

How To File A Delaware Annual Report

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