The Delaware annual report updates the state about your company's status. Filing it on time keeps you compliant and protected under Delaware law.

The Delaware Division of Corporations requires an annual filing from:

• Domestic corporations

• Foreign corporations qualified to do business in Delaware

Alternative entities such as LLCs, LPs, and GPs do not file annual reports, but they must pay a $400 annual tax each year. House Bill 400, signed May 21, 2026, raised that tax from $300 retroactive to January 1, 2026, amending 6 Del. C. § 18-1107(b) for LLCs, § 17-1109(a) for LPs, and § 15-1208(a) for GPs. Delaware bills these taxes a year in arrears, so the $300 rate still applied to the payment due June 1, 2026, covering tax year 2025; the $400 rate first bills for tax year 2026, due June 1, 2027. Limited Liability Partnerships (LLPs) and Limited Liability Limited Partnerships (LLLPs) carry a separate annual report obligation, and each entity type has its own deadline, fee, and penalty structure.

The fundamentals of the Delaware annual report

The Delaware annual report is a short status filing, and which version applies depends on your entity type.

What is the Delaware annual report?

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 confirms your business still exists and updates any changes to your company structure.

Why should you care about filing the Delaware annual report properly?

Filing on time and accurately keeps your business in good standing, allows you to continue operating legally in Delaware, and preserves your legal protections. For LLCs, LPs, and GPs, good standing also preserves the right to maintain an action in Delaware courts, under 6 Del. C. § 18-1107(l), § 17-1109(k), and § 15-1208(k) respectively. Corporations have no parallel good standing provision; they face the harsher consequence of charter voidance, covered in the penalties section below.

By submitting this report, you're telling Delaware: "Yes, we're still operating, and here's what's changed since our last filing."

Who needs to file a Delaware annual report?

These businesses must file a Delaware annual report:

• Domestic corporations: annual report plus franchise tax due March 1

• Foreign corporations: annual report due June 30 with a $250 fee, and no Delaware franchise tax

• LLPs and LLLPs: annual report due June 1 under 6 Del. C. § 15-1003

LLCs, LPs, and GPs do not file annual reports; they pay only the annual tax described above. Exempt domestic corporations pay no franchise tax but must still file an annual report.

Keeping track of which filings apply to your specific business type can quickly become overwhelming, especially if you manage multiple entities across different states.

Delaware annual report: key filing deadlines and fees

Delaware sets a different deadline for each entity type, and late filings carry immediate penalties.

Delaware annual report deadlines

Pay close attention to these timelines:

• Domestic Delaware corporations: annual report and franchise tax due March 1 each year.

• Foreign corporations qualified in Delaware: annual report due June 30, with a $250 filing fee under 8 Del. C. § 391(a)(8). The fee doubled from $125 under House Bill 400, effective August 1, 2026. The late penalty is unsettled: § 391(a)(8) sets it at $200, while the Division's franchise tax payment instructions state $250. Budget for $250 and confirm with the Division before filing late.

• LLCs, LPs, and GPs: the annual tax is due June 1 each year.

• LLPs and LLLPs: annual report due June 1 each year, at $300 per partner, capped at $180,000. House Bill 400 raised this from $200 per partner and a $120,000 cap effective August 1, 2026, amending 6 Del. C. § 15-1207(a)(3). Section 15-1003 governs the filing itself; the fee sits in § 15-1207(a)(3).

Delaware fixes these dates by statute rather than tracking the federal calendar, and none of them shift for weekends or holidays. Confirm current fee amounts against the Division's August 2026 fee schedule each year before you file, and note that the online Delaware Code has lagged behind recently enacted fee changes during 2026.

Miss a deadline and you face monetary penalties, loss of good standing, and, eventually, cancellation of your charter or formation document; the penalties section below breaks these down by entity type.

Quarterly estimated franchise tax payments

Corporations whose franchise tax liability reaches $5,000 or more must pay in quarterly installments rather than a single annual payment, under 8 Del. C. § 504(a):

• 40% due June 1

• 20% due September 1

• 20% due December 1

• Remainder due March 1, with the annual report

Estimated payments are based on the prior year's franchise tax under § 504(e). For more on managing quarterly franchise tax payments across the year, see Discern's dedicated guide. In practice the threshold catches venture-stage C-corps with large authorized share counts, whose franchise tax often runs past $5,000.

Understanding Delaware annual report fees and franchise tax

Delaware charges two types of costs: a report filing fee and the franchise tax itself. The filing fee is $50 for non-exempt domestic corporations and $25 for exempt corporations, codified at 8 Del. C. § 391(a)(18). For background on how the tax works, see Discern's Delaware franchise tax guide and its explainer on what is a franchise tax.

The tax calculation can run two ways. Per the Division's franchise tax calculation instructions, corporations calculate under both methods and pay whichever amount is lower:

1. Authorized Shares Method:

• 5,000 shares or fewer: $175

• 5,001 to 10,000 shares: $250

• 10,001 shares and above: $250 plus $85 for each additional 10,000 shares (or portion thereof)

2. Assumed Par Value Capital Method:

• Gross assets come from U.S. Form 1120, Schedule L, per § 503(i); the Division's instructions linked above set out the full calculation sequence

• The rate is $400 per $1,000,000 (or portion thereof) of assumed par value capital

Each method carries its own floor under 8 Del. C. § 503(c): $175 under the Authorized Shares Method and $400 under the Assumed Par Value Capital Method. Because you pay the lower of the two, $175 is the least any standard corporation pays. The maximum is $200,000. Large Corporate Filers pay $250,000 instead; § 503(c)(1) and (c)(2) set the qualifying criteria (a class or series of stock listed on a national securities exchange, plus consolidated revenue or assets at or above $750,000,000 in the most recent annual report), and § 503(c)(4) is where the term is defined and the $250,000 figure is imposed.

Running both calculations pays off. Venture-stage Delaware C-corps commonly authorize millions of shares to accommodate option pools and future funding rounds. As an illustration using the tiers above, a company with 10 million authorized shares would owe roughly $85,000 under the Authorized Shares Method alone; with modest issued shares and gross assets, the Assumed Par Value Capital Method may produce only that method's $400 minimum.

2025 amendments affecting Delaware annual reports

Senate Bill 95, signed June 30, 2025 and effective August 1, 2025, changed what Delaware annual reports must contain in three ways:

1. Nature of business disclosure is now mandatory. Amended § 502(a)(3) requires each domestic corporation's annual report to state the nature of its business. The Division's filing instructions page now carries the notice: "Nature of Business is now required on all Domestic Annual Reports." Filers select from the Division's nature of business codes: 18 named categories (codes 10 through 27) plus "Other" (code 99), which requires a text entry. The requirement applies to domestic corporations only; foreign corporations file under § 374, which carries no nature-of-business field.

2. Principal place of business address restrictions. Under amended § 502(a)(4), a corporation cannot list its Delaware registered office or any other registered agent's address as its principal place of business, unless it maintains its principal place of business in Delaware and serves as its own registered agent. Goodwin Law reported in June 2026 that the Division is checking reported addresses and denying certificates of good standing to non-compliant corporations. The Division has published no notice of its own confirming that practice, though § 502(f) already bars a good standing certificate for any corporation without a complete and accurate annual report on file.

3. Registered agent physical presence requirements. SB 95 amended § 132(b)(2) so that a registered agent may no longer perform its duties solely through a virtual office, a mail forwarding service, or both. Separately, under 8 Del. C. § 132(c), any agent serving more than 50 entities is a commercial registered agent and must have a natural person, or for an entity agent an officer, director, or managing agent who is a natural person, generally present at a designated Delaware location during normal business hours.

For multi-entity businesses, particularly PE/VC fund structures and tech companies, the address restriction is the most operationally significant change. Any entity that previously listed a Delaware registered agent address as its principal place of business must update this field to its actual operational address before it next needs a good standing certificate for financing, M&A, or regulatory filings.

Step-by-step guide to filing your Delaware annual report

Filing your Delaware annual report is an online submission through the Division's eCorp portal, and the work is mostly in gathering the right information first.

Preparation

Before you start filing, gather these items:

1. Company information:

• Legal business name

• Delaware business entity file number

• Principal place of business address (your actual operational address, not your registered agent's, per the 2025 amendments)

• Names and addresses of directors and the signing officer (for corporations)

• Nature of business code (for domestic corporations)

2. Financial information:

• Number of authorized shares, plus class and par value (for corporations)

• Gross assets for franchise tax from U.S. Form 1120, Schedule L

3. Payment method:

• Credit card or bank account details for ACH (payment rules below)

4. Account access:

• Login details for the Division's eCorp portal, if your team files from a saved account

Filing procedure

Submit through the Division's eCorp online filing portal, available daily from 8:00 am to 11:45 pm Eastern Time:

1. Enter your Business Entity File Number.

2. Select the annual report filing for the current tax year.

3. Review and update your company information: verify the company name, update director and officer information, confirm or adjust authorized shares, select your nature of business code, and verify your principal place of business is your actual operational address.

4. Calculate your franchise tax (if applicable) under both the Authorized Shares Method and the Assumed Par Value Capital Method, then pay the lower amount. Add any overdue tax, penalties, or interest.

5. Double-check all information for accuracy.

6. Enter your payment details.

7. Submit your filing and payment. The Division's instructions warn: "If payment is by credit card click submit only once, clicking multiple times may result in duplication of charges to your credit card."

8. Keep the confirmation for your records.

For answers to common filing questions, see Delaware's franchise tax FAQ. For technical problems with the portal, call eCorp support at (302) 857-4626; for franchise tax questions, call (302) 739-3073, option 3, per the Division's online filing contacts.

Delaware annual report payments

Domestic corporation annual reports are filed and paid online, and the payment options depend on the amount owed:

• Credit cards: Visa, MasterCard, American Express, and Discover. ACH is required above $5,000, so in practice card payments cover transactions of $5,000 or less.

• ACH (Automated Clearing House): Direct transfer from a checking or savings account, required for all transactions over $5,000. The Division applies the same $5,000 threshold on both its corporate franchise tax and alternative entity tax payment pages.

• Checks: The Division's online payment pages list only ACH and credit cards, so plan on paying electronically. Checks payable to "Delaware Secretary of State," drawn on a U.S. bank in U.S. funds, are used for mail-in filings such as revivals and reinstatements.

Managing Delaware annual report compliance and avoiding penalties

Missing a Delaware filing gets expensive quickly, and the consequences arrive in two stages for every entity type: an immediate penalty, then a delayed structural consequence.

1. Monetary penalties: Domestic corporations that miss March 1 owe a $200 penalty under 8 Del. C. § 502(c). Unpaid tax then accrues interest at 1.5% per month under § 504(c), and because § 502(c) folds the penalty into the franchise tax, that interest reaches the penalty too. LLCs, LPs, and GPs that miss June 1 owe the same $200 penalty with the same monthly interest, under § 18-1107(c) and (e), § 17-1109(b) and (d), and § 15-1208(b) and (d). Registered series carry a separate $50 per series penalty.

2. Loss of good standing: Without good standing, you'll struggle to conduct business, secure loans, or participate in legal proceedings. You also can't obtain certificates of good standing, which financing, M&A transactions, and regulatory filings require.

3. Charter voidance and its equivalents: Under 8 Del. C. § 510, a domestic corporation's charter becomes void after one year of failing to pay franchise tax or file a complete annual report; the Secretary of State must notify delinquent corporations by November 30 that the charter voids unless taxes are paid and the report filed by the following March 1. Foreign corporations lose the right to do business in Delaware after two years of failure to file, under Section 375. LLCs, LPs, and GPs lose good standing immediately, and their certificate of formation, certificate of limited partnership, or Statement of Partnership Existence is canceled after three years of nonpayment, under § 18-1108(a), § 17-1110(a), and § 15-1209(a).

4. Business disruptions: Without good standing you can be blocked from licenses, permits, or contracts that require a certificate of good standing.

If you've fallen out of compliance, take these steps immediately:

1. Pay all back taxes and file all outstanding annual franchise tax reports online

2. Pay outstanding fees, penalties, and accrued interest

3. Complete the appropriate revival or reinstatement filing for your entity type, such as the corporate Certificate of Revival form

4. Include a cover letter with contact details; the certificate itself must carry an authorized signature

5. Pay the revival or reinstatement filing fee

Revival fees per the Division's August 2026 fee schedule and the official forms on its renewal forms page:

• Void or forfeited domestic corporations: $189 plus $9 per additional page (exempt corporations: $5)

• LLCs: $200 on the official LLC revival form

• LPs: $200 per the LP revival form, set by 6 Del. C. § 17-1107(a)(3)

• Foreign corporations: $125 on the reinstatement form, unchanged by House Bill 400 and separate from the annual report fee covered earlier

Your total reinstatement cost includes back taxes, the penalty for each missed year, monthly interest at 1.5%, and the revival filing fee, which adds up quickly for entities out of compliance for multiple years.

Advanced tactics for faster Delaware annual report compliance

As your business grows, your compliance work multiplies, and the right tools change how you handle Delaware annual reports.

Using compliance software

Automated compliance software tools address the parts of Delaware filing that scale badly by hand:

• Centralized data management: One secure location for all entity information

• Automated reminders: Alerts that prevent missed deadlines, plus pre-filled forms

• Regulatory updates: Notice when filing requirements change

• Multi-jurisdiction support: One record of what is due in each state

• Direct integration: Filing via state systems without manual re-entry

• Customizable reporting: Tracks all of your entities registered outside your home state

For teams filing across many entities, that structure is what keeps the new nature-of-business and principal-place-of-business fields correct on every report.

Simplify multi-state compliance with Discern

Every domestic annual franchise tax report must disclose the nature of the corporation's business and needs a principal place of business address that is not your registered agent's, and both fields have to be right on each entity. Discern manages Delaware annual reports and franchise taxes from a single dashboard, tracks filing deadlines, pre-fills reports with entity data you have already entered, and files the report for each entity. Its Delaware franchise tax calculator runs both the Authorized Shares Method and the Assumed Par Value Capital Method so you file at the lower amount.

For portfolios that extend beyond Delaware, Discern handles annual reports and registered agent service in every jurisdiction where your entities are registered, and provides tracking and notifications for multi-state franchise tax information outside Delaware. Customers with 200+ registrations spend 5 to 10 minutes annually on compliance.

Book a demo with Discern

Frequently asked questions about the Delaware annual report

These answers reflect the fee and statutory changes Delaware made in 2025 and 2026.

When is the Delaware annual report due?

March 1 for domestic corporations (together with franchise tax), June 30 for foreign corporations, and June 1 for LLP and LLLP annual reports. The LLC, LP, and GP annual tax is also due June 1. All four are fixed calendar dates that do not shift for weekends or holidays.

Do Delaware LLCs file an annual report?

No. LLCs, LPs, and GPs file no annual report; they pay a flat annual tax by June 1. House Bill 400 raised that tax from $300 to $400 retroactive to January 1, 2026. Because Delaware bills a year in arrears, the $400 rate first applies to tax year 2026, payable June 1, 2027.

How much does the Delaware annual report cost for a corporation?

Non-exempt domestic corporations pay a $50 report fee plus franchise tax, which runs from $175 up to $200,000 (or $250,000 for Large Corporate Filers). Exempt corporations pay a $25 report fee and no franchise tax. Foreign corporations pay a $250 annual report fee.

Do I have to pay Delaware franchise tax in quarterly installments?

Not unless your franchise tax for the year reaches $5,000. Above that, 8 Del. C. § 504(a) requires 40% by June 1, 20% by September 1, 20% by December 1, and the balance by March 1 with the annual report. The first three installments are calculated from the prior year's tax, so a company whose share count jumped this year will still owe a true-up in March. Corporations with large authorized share counts cross the threshold most often.

Can I list my registered agent's address as my principal place of business?

Only if you keep your principal place of business in Delaware and serve as your own registered agent. Amended 8 Del. C. § 502(a)(4) otherwise bars a corporation from reporting its Delaware registered office, or any other registered agent's address, in that field. If your entities have relied on an agent's address for convenience, update them to their actual operational address before you next need a certificate of good standing.

What is a nature of business code and where do I find mine?

It is the code that identifies what your company does, required on every domestic annual report since August 1, 2025. You pick one of the Division's 18 named categories, numbered 10 through 27, or code 99 for "Other," which prompts you for a short written description. The field applies to domestic corporations only. Foreign corporations file under 8 Del. C. § 374, which has no equivalent field.

What happens if I miss the deadline?

Late filers may be unable to obtain a certificate of good standing, and domestic corporations and alternative entities owe a $200 penalty plus 1.5% monthly interest. A domestic corporation's charter becomes void after one year of nonpayment, and an LLC, LP, or GP has its formation document canceled after three years. Reinstatement requires paying all back taxes, penalties, and interest, plus the revival fee for your entity type.