Delaware runs two yearly systems side by side, and which one applies depends on your entity type. A corporation files an annual report and pays franchise tax in the same online filing. An LLC, LP or GP has no report to file and owes a flat tax instead. Both go to the Division of Corporations.
Getting the type right matters, since the dates are three months apart and the amounts are built very differently. The Delaware office guide covers search, formation fees and contacts. This page stays with the yearly filing.
Corporations: the annual report with franchise tax
A Delaware corporation reports and pays by March 1 each year, online. The report fee itself is small. A non-exempt domestic corporation pays $50, an exempt domestic corporation pays $25, and a corporation formed elsewhere but registered in Delaware pays $250.
Most of the bill is the franchise tax. Delaware gives two ways to work it out. The Authorized Shares Method has a $175 minimum. The Assumed Par Value Capital Method has a $400 minimum. The highest possible tax is $200,000, or $250,000 for a Large Corporate Filer. Since the two methods can give very different results, it is worth running both before you pay.
| Fee | LLC: No annual report. Pays annual tax of $400 instead.; corporation: Annual report filing fee: $50 non-exempt domestic, $25 exempt domestic, $250 foreign, plus franchise tax (minimum $175 authorized shares method or $400 assumed par value method; maximum $200,000, or $250,000 for Large Corporate Filers). (corp.delaware.gov, checked ) |
|---|---|
| When it is due | Corporations: annual report and franchise tax due on or before March 1 each year, filed online. LLCs, LPs and GPs: annual tax due June 1 for the prior calendar year, no annual report. (corp.delaware.gov, checked ) |
| If you file late | Corporations and LLCs: $200 penalty plus interest of 1.5 percent per month on tax and penalty. Foreign corporations: $250 penalty. An LLC certificate is cancelled if tax stays unpaid for three years (6 Del. C. 18-1108). (corp.delaware.gov, checked ) |
| Franchise or privilege tax | Yes. Corporations: franchise tax with annual report, due on or before March 1; minimum $175 (Authorized Shares Method) or $400 (Assumed Par Value Capital Method), maximum $200,000. LLCs, LPs and GPs: $400 annual tax due on or before June 1; late penalty $200 plus 1.5% interest per month. (corp.delaware.gov, checked ) |
| Where to file | icis.corp.delaware.gov/Ecorp (corp.delaware.gov, checked ) |
LLCs, LPs and GPs: the $400 annual tax
These entities skip the report. Each one pays $400 on or before June 1, and that payment covers the calendar year before.
Here is how the dates fall in practice. Because the tax looks back at the prior calendar year, an LLC formed in August pays its first $400 by June 1 of the next year. From then on the payment is due every June 1 for as long as the LLC exists. There is no form to fill in about members, managers or income.
How to file and pay, step by step
- Find your Delaware file number. The free entity search on the Division's site shows it.
- Corporations: open the online annual report, confirm the details it asks for, and pick a franchise tax method.
- LLCs, LPs and GPs: go to the annual tax payment and enter the file number.
- Pay the amount shown, with any penalty and interest if you are late.
- Keep the receipt. It is your proof that the year is closed.
The Division's franchise tax line is reached through its main phone number, listed on the office guide.
Late penalties and Delaware status terms
Late payment by a domestic corporation or an LLC adds a $200 penalty. Interest of 1.5 percent a month then runs on both the tax and the penalty. A foreign corporation pays a $250 penalty instead.
Delaware's status list shows exactly what is missing. A corporation can show AR filed, Tax delinquent, or AR delinquent, Tax paid, or AR delinquent, Tax due. Ceased Good Standing means taxes were not paid on time. A domestic corporation with a year of unpaid franchise tax becomes Void, as does a foreign corporation with no annual reports for two years. An LLC with three years of unpaid tax ends up Cancelled, Failure to Pay Tax.
Every status word Delaware uses is explained in our Delaware office guide.
Checking that the year is paid
The free entity search does not show standing. To check, order the Division's online status check, which shows any tax due when you choose the fuller version. For a document a bank will accept, order a certificate of status once the tax is paid. Our page on the certificate of good standing explains what these documents prove, and our annual report deadlines by state list puts Delaware's dates next to the rest of the country.
Sources
- corp.delaware.gov/frtax/: report fee, report due date, late penalty. Checked .
- corp.delaware.gov/alt-entitytaxinstructions/: franchise tax. Checked .
- corp.delaware.gov/document-upload-service-information/: online filing. Checked .