Delaware annual franchise tax filing
Delaware annual franchise tax filing
Delaware annual franchise tax filing
Who must file/pay: Any corporation incorporated in Delaware must file an Annual Franchise Tax Report and pay franchise tax (regardless of business activity or where it operates). Delaware LLCs, limited partnerships (LPs), and general partnerships formed in Delaware must pay an annual tax but generally do not file the corporate annual report.
Nonprofit/exempt entities have separate rules. - Deadlines: - Corporations (stock-for-profit, C & S corps): Annual Report + Franchise Tax due March 1 each year. - LLCs, LLPs, LPs: Flat annual tax due June 1 each year. - How tax is calculated for corporations (pick the cheaper method): - Authorized Shares Method (default): tax based on number of authorized shares.
Minimum tax for this method: $175.00. (Rates escalate with number of authorized shares.) - Assumed Par Value Capital Method (alternative): tax based on assumed par value capital; minimum tax for this method: $400.00.
Filers may compute both methods and choose the lower liability. - Maximums: General maximum is $200,000.00; certain Large Corporate Filers may have a $250,000 cap. - LLC/LP/GP tax: Flat annual tax of $300.00 (due June 1).
LLCs/LPs generally do not file an annual report. - Annual report filing fee (for corporations): $50.00 (plus tax due when filing the annual report). - Estimated payments (for corporations with tax liability $5,000 or more): quarterly installments — 40% due June 1, 20% due September 1, 20% due December 1, remainder due March 1 (with the annual report). - Penalties & interest: - Late filing penalty (corporate annual report filed after March 1): $200.00; interest accrues on unpaid tax at 1.5% per month. - For LLC/LP late/non-payment: $200.00 penalty and interest at 1.5% per month on unpaid amounts. - Where/how to file & pay: - Delaware’s eCorp online portal is the official filing/payment system for annual reports and franchise tax payments (Division of Corporations).
Use the state portal to calculate, file and pay online. - Practical compliance checklist and recommendations for US business owners/LLC founders:
Who must file/pay: Any corporation incorporated in Delaware must file an Annual Franchise Tax Report and pay franchise tax (regardless of business activity or where it operates). Delaware LLCs, limited partnerships (LPs), and general partnerships formed in Delaware must pay an annual tax but generally do not file the corporate annual report.
Nonprofit/exempt entities have separate rules.
- Corporations (stock-for-profit, C & S corps): Annual Report + Franchise Tax due March 1 each year. - LLCs, LLPs, LPs: Flat annual tax due June 1 each year.
- Authorized Shares Method (default): tax based on number of authorized shares. Minimum tax for this method: $175.00. (Rates escalate with number of authorized shares.) - Assumed Par Value Capital Method (alternative): tax based on assumed par value capital; minimum tax for this method: $400.00.
Filers may compute both methods and choose the lower liability. - Maximums: General maximum is $200,000.00; certain Large Corporate Filers may have a $250,000 cap. - LLC/LP/GP tax: Flat annual tax of $300.00 (due June 1).
LLCs/LPs generally do not file an annual report. - Annual report filing fee (for corporations): $50.00 (plus tax due when filing the annual report). - Estimated payments (for corporations with tax liability $5,000 or more): quarterly installments — 40% due June 1, 20% due September 1, 20% due December 1, remainder due March 1 (with the annual report).
1): $200.00; interest accrues on unpaid tax at 1.5% per month. - For LLC/LP late/non-payment: $200.00 penalty and interest at 1.5% per month on unpaid amounts.
- Deadlines:
- How tax is calculated for corporations (pick the cheaper method):
- Penalties & interest:
- Late filing penalty (corporate annual report filed after March
- Where/how to file & pay:
- Delaware’s eCorp online portal is the official filing/payment system for annual reports and franchise tax payments (Division of Corporations). Use the state portal to calculate, file and pay online.
- Practical compliance checklist and recommendations for US business owners/LLC founders:
Confirm corporate form and Delaware incorporation status (check your registered agent records).
Mark calendar reminders annually
March 1 (corporations) and June 1 (LLCs/LPs).
Each year compute franchise tax using BOTH methods (Authorized Shares and Assumed Par Value Capital) and select the lower amount.
For corporations with expected liability >= $5,000, prepare estimated quarterly payments (June 1/Sept 1/Dec 1/March 1).
Maintain accurate records of authorized shares, issued shares, gross assets and par value to support the Assumed Par Value calculation.
File annual report (corporations) via eCorp and pay the $50 filing fee + tax online. 7. If you miss the deadline, pay ASAP to limit penalties and interest; factor in $200 late penalty + 1.5% monthly interest.
Consider contacting a Delaware-licensed corporate attorney or tax advisor for complex capital structures or near-maximum liabilities. - Why this matters
Paying franchise tax and filing required reports keeps your Delaware entity in good standing; failure to comply can lead to penalties, interest, and eventual administrative dissolution or loss of corporate benefits.
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