Delaware compliance excellence system

Delaware alternative-entity (LLC/LP/GP) annual tax and deadlines: All domestic and foreign LLCs, LPs, and GPs formed or registered in Delaware must pay an annual tax of $300. The tax is due on or before June 1 for the prior year.

LLCs/LPs/GPs are not required to file an Annual Report with the Division of Corporations, but must pay the flat $300 tax. Failure to pay by June 1 triggers a $200 penalty plus interest at 1.5% per month on tax and penalty; prolonged nonpayment can result in loss of good standing and administrative dissolution.Registered agent and formation formalities: Every Delaware entity (LLC or corporation) must continuously maintain a registered agent with a physical Delaware address; failure to maintain accurate registered-agent information can cause loss of good standing and administrative consequences.

Certificate of Formation must be filed with the Division of Corporations at formation. An operating agreement is not filed with the state but is highly recommended to govern internal affairs and override default statutory rules.Delaware business licensing and state tax accounts: Any person or entity conducting a trade or business in Delaware must obtain a Delaware business license from the Division of Revenue via the One Stop Business Licensing and Registration portal.

Typical first-year fee guidance is provided (e.g., generally $75 for a first location), and certain activities require separate or additional state licenses. New businesses should register for withholding and unemployment insurance (if they have employees) through One Stop as well.Gross receipts tax and employer withholding: Delaware imposes a gross receipts tax (a tax on total gross revenues) with rates by activity and returns due monthly or quarterly depending on look-back; penalties and interest apply for late filing.

Employers must register and withhold state income tax and remit per Delaware withholding rules; unemployment insurance and workers’ comp registration obligations apply for businesses with employees.Corporate (C/S) franchise tax and annual report (corporations vs LLCs): Corporations (domestic) must file an Annual Report and pay franchise tax by March 1; the franchise tax calculation can use the authorized shares or the assumed par value capital method; large filers may face significant franchise tax liabilities and must make estimated payments if above thresholds.

LLCs pay the flat $300 June 1 tax and generally do not file an annual report.Federal filings and identifiers: EIN and federal tax returns: Obtain an Employer Identification Number (EIN) from the IRS (required except some sole proprietors) and file appropriate federal tax returns for the LLC depending on tax classification (disregarded entity, partnership filing Form 1065, S Corp/ C Corp filings).

Maintaining federal compliance (EIN, tax filings) is required to preserve liability protections and avoid IRS penalties.BOI/Corporate Transparency Act: updated federal stance as of 2025: FinCEN issued an interim final rule (March 26, 2025) that (1) exempts entities previously identified as "domestic reporting companies" from BOI reporting under the CTA and (2) revises the definition of "reporting company" to cover principally certain foreign entities registered to do business in U.S. jurisdictions.

The interim final rule changed the filing landscape: domestic U.S. entities (including Delaware LLCs) are exempted under the IFR; certain foreign entities that register in the U.S. remain required to report under revised deadlines.Penalties, loss of good standing, reinstatement risks: Repeated or prolonged noncompliance (failure to pay annual taxes, failure to maintain a registered agent) leads to loss of good standing, administrative dissolution/forfeiture, and potential exposure to judgments and personal liability in some circumstances; reinstatement may require payment of back taxes, penalties, interest, and filing fees.Practical compliance system recommendations: Establish a calendar of critical Delaware dates (June 1 for LLC/LP/GP tax; March 1 for corporation franchise tax & annual report; payroll deadlines; gross receipts tax monthly/quarterly due dates).

Maintain a reliable registered-agent service and confirm contact details annually. Adopt (and store) a tailored operating agreement and corporate governance documents (minutes, resolutions) even if not required to file.

Use Delaware One Stop to register for state business license, withholding, unemployment insurance, and gross receipts tax accounts at formation. Set up automated reminders and escrow for recurring state fees (annual $300, business license renewals, gross receipts tax filings).

Vet third-party solicitations — Delaware Division of Corporations warns about scams and deceptive solicitations. Keep clear nexus documentation if the business operates outside Delaware to avoid unnecessary registrations and unexpected state tax exposures in other states.

Delaware alternative-entity (LLC/LP/GP) annual tax and deadlines: All domestic and foreign LLCs, LPs, and GPs formed or registered in Delaware must pay an annual tax of $300. The tax is due on or before June 1 for the prior year.

LLCs/LPs/GPs are not required to file an Annual Report with the Division of Corporations, but must pay the flat $300 tax. Failure to pay by June 1 triggers a $200 penalty plus interest at 1.5% per month on tax and penalty; prolonged nonpayment can result in loss of good standing and administrative dissolution.Registered agent and formation formalities: Every Delaware entity (LLC or corporation) must continuously maintain a registered agent with a physical Delaware address; failure to maintain accurate registered-agent information can cause loss of good standing and administrative consequences.

Certificate of Formation must be filed with the Division of Corporations at formation. An operating agreement is not filed with the state but is highly recommended to govern internal affairs and override default statutory rules.Delaware business licensing and state tax accounts: Any person or entity conducting a trade or business in Delaware must obtain a Delaware business license from the Division of Revenue via the One Stop Business Licensing and Registration portal.

Typical first-year fee guidance is provided (e.g., generally $75 for a first location), and certain activities require separate or additional state licenses. New businesses should register for withholding and unemployment insurance (if they have employees) through One Stop as well.Gross receipts tax and employer withholding: Delaware imposes a gross receipts tax (a tax on total gross revenues) with rates by activity and returns due monthly or quarterly depending on look-back; penalties and interest apply for late filing.

Employers must register and withhold state income tax and remit per Delaware withholding rules; unemployment insurance and workers’ comp registration obligations apply for businesses with employees.Corporate (C/S) franchise tax and annual report (corporations vs LLCs): Corporations (domestic) must file an Annual Report and pay franchise tax by March 1; the franchise tax calculation can use the authorized shares or the assumed par value capital method; large filers may face significant franchise tax liabilities and must make estimated payments if above thresholds.

LLCs pay the flat $300 June 1 tax and generally do not file an annual report.Federal filings and identifiers: EIN and federal tax returns: Obtain an Employer Identification Number (EIN) from the IRS (required except some sole proprietors) and file appropriate federal tax returns for the LLC depending on tax classification (disregarded entity, partnership filing Form 1065, S Corp/ C Corp filings).

Maintaining federal compliance (EIN, tax filings) is required to preserve liability protections and avoid IRS penalties.BOI/Corporate Transparency Act: updated federal stance as of 2025: FinCEN issued an interim final rule (March 26, 2025) that (1) exempts entities previously identified as "domestic reporting companies" from BOI reporting under the CTA and (2) revises the definition of "reporting company" to cover principally certain foreign entities registered to do business in U.S. jurisdictions.

The interim final rule changed the filing landscape: domestic U.S. entities (including Delaware LLCs) are exempted under the IFR; certain foreign entities that register in the U.S. remain required to report under revised deadlines.Penalties, loss of good standing, reinstatement risks: Repeated or prolonged noncompliance (failure to pay annual taxes, failure to maintain a registered agent) leads to loss of good standing, administrative dissolution/forfeiture, and potential exposure to judgments and personal liability in some circumstances; reinstatement may require payment of back taxes, penalties, interest, and filing fees.Practical compliance system recommendations: Establish a calendar of critical Delaware dates (June 1 for LLC/LP/GP tax; March 1 for corporation franchise tax & annual report; payroll deadlines; gross receipts tax monthly/quarterly due dates).

Maintain a reliable registered-agent service and confirm contact details annually. Adopt (and store) a tailored operating agreement and corporate governance documents (minutes, resolutions) even if not required to file.

Use Delaware One Stop to register for state business license, withholding, unemployment insurance, and gross receipts tax accounts at formation. Set up automated reminders and escrow for recurring state fees (annual $300, business license renewals, gross receipts tax filings).

Vet third-party solicitations — Delaware Division of Corporations warns about scams and deceptive solicitations. Keep clear nexus documentation if the business operates outside Delaware to avoid unnecessary registrations and unexpected state tax exposures in other states.