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Delaware Annual Report Filing Directions

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DELAWARE ANNUAL REPORT AND FRANCHISE TAX FILING INSTRUCTIONS

The Delaware Division of Corporations requires all business entities registered to do business in Delaware to perform some type of annual maintenance. Below you’ll find a description of requirements for each entity type:

LLCs and Partnerships 

LLCs, foreign and domestic, registered in Delaware simply pay an annual $300 tax. There is no annual report, just the annual tax. For LPs, LLPs, and other types of limited partnerships the fee is increased by $300 for each partner. The Delaware annual tax for LLCs is due on June 1st.

Corporations

Corporations pay an annual report fee of $50 plus an annual franchise tax. The franchise tax for the prior year is due on March 1 (2017 taxes are due by March 1, 2018). The minimum annual corporate franchise tax is $175, based on the number of authorized shares (corporations with a ton of authorized shares can pay up to $200,000, which is why we recommend keeping your number of authorized shares below 5,000).

  • 5000 shares or less (minimum tax)
  • 5001 to 10,000 shares – $250
  • each additional 10,000 shares – $75

However, if you have a lot of shares or you’re a masochist and want to pay more, you can calculate your Delaware corporate franchise tax by using the assumed par value capital method. You can calculate your assumed par value by:

  1.  Dividing your total gross assets (total assets reported on US Form 1120, Schedule L (Federal Return)) by total issued shares, carrying your result 6 decimal places. This number is your assumed par value.
  2. Multiply the assumed par by the number of authorized shares with a par value less than the assumed par value.
  3. Multiply the assumed par value by the number of authorized shares with a par value greater than the assumed par value.
  4. Add results of steps 2 and 3. This result is the assumed par value capital.
  5. Round your assumed par value capital up to the next million and multiply that number by $350. (Example if your assumed par value capital is 4.5, round up to 5 and multiply it by $350. In this example, your annual franchise tax would be $1750 (5 x 350). This tax method really only works if you’ve got millions of dollars in assets, otherwise the minimum is $350 using this method.

Nonprofits (Non-Stock Corporations)

If you are using a Delaware nonprofit for profit (to enrich any member or individual) your annual franchise fee is $175.

If you are not using a Delaware nonprofit to enrich any individual, the annual franchise tax fee is $25.

In both cases, the annual franchise tax fees are due on March 1.

Delaware Annual Tax and Franchise Tax Fee Schedule
Business Type Cost Due Date How to File
Corporations $225 minimum (fee depends on number of authorized shares) March 1 You must file the annual tax/franchise tax online on the Delaware Division of Corporations website.
Foreign Corporations $125 June 30
Limited Liability Companies (LLCs) $300 June 1
Nonprofits, Cooperatives, and Religious Corporations $25 March 1
LPs, LLPs, etc. $300 per partner June 1
Late Fees: For corporations, pay a late penalty of $15 plus 1.5% interest per each month late. LLCs and partnerships pay $200 plus 1.5% interest per each month late.

HOW TO PAY DELAWARE ANNUAL TAXES AND FRANCHISE TAXES

To complete your Delaware annual report and tax payment obligations, you have two options:

  1. Complete the Filing Yourself
    Visit the Delaware Division of Corporations website. Perform a business name search by search for your business. Once you find the correct business, write down your Business Entity File Number. Then return to the homepage and click “File Annual Franchise Tax Report”. Then click “Click Here to Pay Taxes/File Annual Report”. Enter the Business Entity File Number. Confirm or adjust all business information. Then, if a corporation, calculate your franchise tax. Enter your payment information and submit payment.
  2. Hire Us
    For $100 (plus state fees), we’ll file your annual report, you don’t have to worry about it, and you can stop reading this page now.

What are the fees to file the Delaware Annual Report?

  • All LLPs and LLLPs: $300 per partner annual report fee.
  • DE Nonprofit Corporations: $25 annual report fee.
  • Foreign Corps: $125 annual report fee.
  • All LLCs, LPs and GPs: $300 annual tax.
  • DE Domestic Corps: minimum $225 depending on authorized shares. ($50 annual report fee and $175 minimum franchise tax fee. The max fee is $200,000.)
  • DE Professional Service Corp: minimum $225 depending on shares.

What are the Delaware Annual Report requirements?

Delaware has an Annual Report that is combined with a Franchise Tax for domestic corporations. Limited liability companies, limited partnerships and general partnerships file no annual report, but must file an annual flat-rate tax. starting a business in Delaware, you will need a dependable registered agent that you can rely on. ‘Northwest’ not only uploads and notifies you the day your report is received from the state, we also email you two more reminders before your due date.

Domestic Delaware Corporations and Professional Corporations: Annual Reports and Business Franchise Taxes for domestic corporations in Delaware have a mandatory electronic filing requirement. See our Delaware Franchise Tax page.

Foreign Corporations in Delaware: DE foreign corps must fill out the annual report and mail it in with their filing fee. You will receive it from your registered agent in Delaware.

Delaware LLCs, GPs and LPs: Delaware LLCs, GPs and LPs, both domestic and foreign, pay an annual tax. It may be paid online at the link below or mailed to the Delaware Division of Corporations with the notice and a check for the annual tax.

Delaware LLPs and LLLPs: These limited liability partnerships must send in their annual report and fee by mail to the Delaware Secretary of State. These reports are only available for downloading from Division website. A link is furnished below. All other Delaware reports or tax notices are sent to the registered agent office.

DE Charities: Charities have no registration requirements in Delaware.

When are Delaware Annual Reports Due?

If a business entity is formed or qualified before the end of the year, they will have a report and/or tax due the next year.

  • Domestic corporations, professional, profit and nonprofit: by March 1st.
  • Foreign corporations: by June 30th.
  • Domestic and foreign LLCs, GPs, LPs, LLPs and LLLPs in Delaware: by June 1st.

What are the penalty fees for a delinquent Annual Report?

  • $125 for profit corporations plus 1.5% monthly interest.
  • $200 for all LLCs, GPs and LPs plus 1.5% monthly interest.

Who can file Delaware Annual reports?

A partner must sign LLLP annual reports. All others reports can be signed by anyone authorized.

Are original signatures needed?

No.

Resources:

Delaware Division of Corporations
401 Federal Street, Suite 4
Dover, DE 19901 Phone: (302) 739-3073 option 3
Fax: (302) 739-3812
Email: DOSDOC_Ftax@state.de.us

Delaware Annual Report Filing Service Includes:

  1. Instant annual compliance service for only $100 (plus state fees).
  2. Guaranteed professionally prepared and submitted Annual Report.
  3. Guaranteed not to miss your Annual Report deadline.
  4. No hassles, no worries, no hidden fees, no kidding.
  5. And, most importantly…We’re just not annoying™.
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