Delaware compliance action items checklist

Quick overview (who this applies to) - Applies to Delaware-formed LLCs, corporations, and entities doing business in Delaware that are registered there (including many out-of-state founders who use Delaware formation).

Maintain a Delaware registered agent and meet state filing and tax deadlines to preserve good standing. 2) Immediate post-formation actions (first 0–30 days) - Designate and maintain a Delaware-licensed registered agent with a physical Delaware address and regular business hours. (State requirement; registered agent accepts service of process.) - File the Certificate of Formation (LLC) or Certificate of Incorporation (corporation) with the Delaware Division of Corporations at formation. - Adopt internal governing documents: Operating Agreement (LLC) or Bylaws (corporation).

Delaware does not require filing these documents, but they are critical for liability protection and governance. - Obtain an EIN from the IRS for banking, payroll, and tax reporting. - Determine applicable state and local business licenses/permits; obtain a Delaware business license if required. 3) Ongoing annual/state filings and taxes (deadlines & amounts) - Delaware LLCs: Annual franchise tax of $300 due June 1 each year. (Flat tax for LLCs, billed through the Division of Corporations.) - Delaware Corporations: File Annual Report and pay franchise tax by March 1 each year; franchise tax varies based on method (authorized shares or assumed par value) and corporate particulars. - Penalties & interest: Missing deadlines can trigger late penalties (examples cited include a $200 late penalty) and interest (examples show 1.5% per month), and can lead to loss of good standing or administrative dissolution if not corrected.

Quick overview (who this applies to)

2) Immediate post-formation actions (first 0–30 days)

3) Ongoing annual/state filings and taxes (deadlines & amounts) - Delaware LLCs: Annual franchise tax of $300 due June 1 each year. (Flat tax for LLCs, billed through the Division of Corporations.) - Delaware Corporations: File Annual Report and pay franchise tax by March 1 each year; franchise tax varies based on method (authorized shares or assumed par value) and corporate particulars. - Penalties & interest: Missing deadlines can trigger late penalties (examples cited include a $200 late penalty) and interest (examples show 1.5% per month), and can lead to loss of good standing or administrative dissolution if not corrected.

• Applies to Delaware-formed LLCs, corporations, and entities doing business in Delaware that are registered there (including many out-of-state founders who use Delaware formation). Maintain a Delaware registered agent and meet state filing and tax deadlines to preserve good standing.
• Designate and maintain a Delaware-licensed registered agent with a physical Delaware address and regular business hours. (State requirement; registered agent accepts service of process.)
• File the Certificate of Formation (LLC) or Certificate of Incorporation (corporation) with the Delaware Division of Corporations at formation.
• Adopt internal governing documents: Operating Agreement (LLC) or Bylaws (corporation). Delaware does not require filing these documents, but they are critical for liability protection and governance.
• Obtain an EIN from the IRS for banking, payroll, and tax reporting.
• Determine applicable state and local business licenses/permits; obtain a Delaware business license if required.

Registered agent & good-standing maintenance - Keep registered agent contact up to date with the Division of Corporations. Failure to maintain a registered agent in Delaware can result in loss of good standing and administrative consequences. - Maintain a current principal/business address and a current list of officers/managers where required.

Corporate formalities & recordkeeping - Maintain meeting minutes, resolutions, capital records, membership ledgers, and other corporate records per the entity’s governing documents and Delaware law to preserve liability protections. - Hold required annual meetings (for corporations) and document decisions for major actions.

Federal and employer obligations - Federal tax filings remain required (IRS returns depending on tax classification). Ensure federal filing deadlines (e.g., calendar-year business returns) are observed. - If you have employees

register for state payroll, unemployment insurance, and workers’ compensation as required by Delaware; withhold and remit payroll taxes appropriately.

Beneficial Ownership Information (BOI) / FinCEN (federal) - BOI reporting is a federal requirement administered by FinCEN (check the FinCEN site for applicability and deadlines). Ensure your entity understands whether it is a reporting company under the BOI rule and the timing for initial or updated reports.

Foreign qualification (out-of-state entities doing business in Delaware) - If a non-Delaware entity conducts business in Delaware, file for foreign qualification with the Delaware Division of Corporations and maintain the same ongoing compliance (registered agent, taxes, and filings). Confirm any licensing requirements at the local level.

Dissolution & reinstatement - Follow formal dissolution procedures with the Division of Corporations and withhold final tax filings. To reinstate an administratively dissolved entity, resolve tax delinquencies, penalties, and file required paperwork; expect fees for reinstatement.

Typical costs & practical tips - Typical recurring state cost for an LLC

$300 franchise tax (due June 1). Corporations may owe more depending on share structure. - Typical penalties for late filing can include flat late fees plus interest; continued noncompliance risks administrative dissolution. - Practical tips: Use a reliable registered-agent service, calendar deadlines (March 1 for corporations; June 1 for LLCs), and consider a compliance service or counsel to monitor changes. Keep formation documents and business records organized and stored securely. 11) Action checklist (for a newsletter or quick blog CTA) - Confirm registered agent and contact info (today). - File any missing formation documents or corrections (within 30 days). - Obtain EIN and open bank account (if not done). - Register for Delaware business license if applicable. - Calendar and fund the franchise tax payment: LLCs — $300 due June 1; Corporations — franchise tax + annual report due March 1. - Verify payroll/employer registrations if you have employees. - Review BOI/FinCEN obligations and prepare reports if required. - Keep governance records and schedule annual reviews.