The Delaware Annual Report updates the state about your company's status, keeping you compliant and protected under Delaware law.
The Delaware Division of Corporations requires an annual filing from foreign and domestic corporations. LLCs and LPs do not file an annual report; they are only required to pay an annual tax. Foreign corporations have a different deadline and fee structure compared to domestic corporations, so staying organized is key.
Understanding the basics of the Delaware Annual Report is crucial for any business registered in the state. Let's break down the key concepts to give you a clear picture of what this report entails and why it matters.
Think of the Delaware Annual Report as your yearly check-in with the state. Unlike financial reports that detail your profits and losses, this document simply confirms your business still exists and updates any changes to your company structure.
By submitting this report, you're essentially telling Delaware, "Yes, we're still operating, and here's what's changed since our last filing."
The following businesses must file a Delaware Annual Report:
• Corporations (domestic and foreign)
• Limited Liability Partnerships (LLPs)
Some exceptions exist. For instance, Delaware LLCs are not required to file annual reports, but they must pay an annual tax. Non-profit corporations follow different rules too.
The specific requirements vary based on whether your business was formed in Delaware (domestic) or formed elsewhere but registered to do business in Delaware (foreign).
Keeping track of which filings apply to your specific business type can quickly become overwhelming, especially if you manage multiple entities across different states.
Here's what you need to know about when to file and how much it'll cost you.
Delaware corporations must file their annual report and pay the franchise tax by March 1 each year. Foreign corporations must file their annual report by June 30. LLCs and LPs are required to pay their annual tax by June 1, but do not file an annual report
Be aware that Delaware doesn't offer extensions for these filings. Miss the deadline and you'll face:
The consequences of missing deadlines can be severe, potentially disrupting your ability to conduct business.
Delaware charges two types of costs: a filing fee and Delaware’s franchise tax.
The franchise tax calculation is considerably more complex and can be determined two ways:
Delaware law sets a minimum franchise tax of $175. The maximum franchise tax is $200,000, except for Large Corporate Filers, who pay $250,000.
Additionally, Delaware allows corporations to make quarterly franchise tax payments to manage the tax burden throughout the year.
Filing your Delaware Annual Report doesn't have to be a bureaucratic nightmare. This guide breaks down the process into manageable steps so you can complete it accurately and efficiently.
Before you start filing, gather these essential items:
Having everything ready beforehand makes the filing process much smoother.
Ready to file? Here's how to submit your Delaware Annual Report through the Delaware Division of Corporations portal:
If you run into technical problems during manual filing, use the live chat to reach the Delaware Division of Corporations support team for help resolving website errors or payment issues.
Delaware offers three ways to pay your Delaware Annual Report fees:
Watch out for processing fees on credit card payments—they typically add about 2.5% to your total. ACH transfers usually come without extra fees, making them the smarter choice for larger payments. Also note that Delaware caps credit card transactions at $10,000. If you owe more, you'll need to make multiple payments or choose another method.
When you miss filing your Delaware Annual Report on time, the penalties hit hard and fast. For instance, if a Delaware corporation fails to file its annual report and pay franchise tax by March 1, a $200 penalty is assessed, along with 1.5% monthly interest on unpaid taxes. LLCs and LPs that fail to pay the annual tax by June 1 incur a $200 penalty plus 1.5% interest per month. Here's what to watch out for:
If you've fallen out of compliance, take these steps immediately:
As your business grows, your compliance needs become more complex. Smart strategies and the right tools can transform how you handle Delaware Annual Reports and overall compliance management.
Automated compliance software delivers major advantages for managing Delaware filings:
These tools can provide substantial time and cost savings for multi-entity filings.
Managing annual reports and compliance requirements across multiple states can be complex and time-consuming. Discern offers a comprehensive solution designed specifically for businesses with multiple entities across various jurisdictions.
With Discern's platform, you can manage all your compliance needs from a single dashboard, track deadlines automatically, and file reports in minutes instead of hours. Our system handles multi-state compliance simultaneously, pre-fills forms with your entity information, and ensures you never miss a critical deadline again, including for multi-state franchise tax.
Take the stress out of managing your Delaware Annual Report and other state compliance requirements. Discern handles annual Secretary of State filings in minutes.
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