Delaware compliance for transitioning entities

Core Delaware filings when changing entity type or domicile - Certificate(s) to file: Delaware requires a Certificate of Conversion (when converting/domesticating into or out of Delaware) and the appropriate formation/incorporation certificate filed simultaneously (e.g., Certificate of Formation for an LLC or Certificate of Incorporation for a corporation).

Use the Division of Corporations conversion forms and cover memo required for each conversion path. - Simultaneous filings: When converting into a Delaware entity, file the Certificate of Conversion and the new entity’s formation/incorporation certificate at the same time (failure to coordinate can create an unintended separate entity). - Registered agent: The certificate of formation/incorporation must list a Delaware registered office and registered agent (name and address) — maintain an in-state registered agent at all times. - Fees (examples from Division of Corporations forms): typical filing fees shown on conversion form PDFs include a Certificate of Conversion filing fee (example: $200) and Certificate of Formation fee (example: $90); certified copies and expedited services incur extra fees.

Confirm current fee schedule on the Division of Corporations site before filing. 2) Delaware ongoing and transition tax obligations - LLCs/LPs/GPs: Delaware does not require an annual report for alternative entities but requires an annual tax of $300 (payable online).

Confirm due date and payment method on the Division of Corporations site. - Corporations: Delaware corporations must file an annual report and pay the annual franchise tax (the state’s corporate franchise tax and annual report obligations apply — confirm specific due dates and calculation methods directly with the Division of Corporations/Franchise Tax Department when planning a conversion). - Outstanding taxes and franchise tax department: Entities converting out of or into Delaware may owe franchise taxes or other taxes; contact Delaware’s Franchise Tax Department to ensure all taxes are paid before or as part of conversion. 3) Federal tax and EIN considerations - EIN: Changing an entity’s legal structure or ownership can require a new EIN.

Follow IRS guidance to determine whether the state-level conversion or change in structure requires a new EIN (the IRS provides specific rules by entity type). For many conversions that change the business structure (e.g., sole proprietor to corporation, or terminating an LLC and forming a new corporation), a new EIN will be required; some state-level conversions that do not change federal tax classification may not require a new EIN.

Always confirm with IRS rules and, if needed, apply for a new EIN before completing payroll/tax reporting. - Tax elections: If you change tax classification (e.g., electing corporate taxation for an LLC, or electing S-corp status), file the proper IRS forms (for example, Form 8832 for entity classification election and Form 2553 for S-corporation election) according to IRS deadlines and requirements. 4) Practical compliance checklist and timing for transitions - Pre-filing: Review governing documents for approval requirements (member/board/shareholder approvals), draft a plan of conversion if helpful, and confirm the other jurisdiction permits the conversion/domestication if moving across states/countries. - File with Delaware: Prepare and file the Certificate of Conversion and the Certificate of Formation/Incoporation with the Delaware Division of Corporations, include the filing cover memo, pay filing fees and any expedited fees if required. - Post-filing/state compliance: Update registered agent records, obtain any certified copies/good-standing certificates as needed, and ensure Delaware franchise taxes/annual taxes are current.

If you leave Delaware (convert out), notify Delaware and, if required, foreign qualify in the new state and cancel Delaware registrations where applicable. - Federal and operational updates: Determine EIN requirements and obtain new EIN if required; make any federal tax elections (Form 8832, Form 2553) as needed; update payroll records, bank accounts, vendor/customer contracts, licenses/permits, and insurance; notify creditors and licensing authorities; and update business licenses and state tax registrations (Delaware Division of Revenue if you will operate or have tax obligations in Delaware).

Core Delaware filings when changing entity type or domicile

- Fees (examples from Division of Corporations forms): typical filing fees shown on conversion form PDFs include a Certificate of Conversion filing fee (example: $200) and Certificate of Formation fee (example: $90); certified copies and expedited services incur extra fees.

Confirm current fee schedule on the Division of Corporations site before filing. 2) Delaware ongoing and transition tax obligations - LLCs/LPs/GPs: Delaware does not require an annual report for alternative entities but requires an annual tax of $300 (payable online).

Confirm due date and payment method on the Division of Corporations site.

3) Federal tax and EIN considerations

- Tax elections: If you change tax classification (e.g., electing corporate taxation for an LLC, or electing S-corp status), file the proper IRS forms (for example, Form 8832 for entity classification election and Form 2553 for S-corporation election) according to IRS deadlines and requirements. 4) Practical compliance checklist and timing for transitions

- Federal and operational updates: Determine EIN requirements and obtain new EIN if required; make any federal tax elections (Form 8832, Form 2553) as needed; update payroll records, bank accounts, vendor/customer contracts, licenses/permits, and insurance; notify creditors and licensing authorities; and update business licenses and state tax registrations (Delaware Division of Revenue if you will operate or have tax obligations in Delaware).

• Certificate(s) to file: Delaware requires a Certificate of Conversion (when converting/domesticating into or out of Delaware) and the appropriate formation/incorporation certificate filed simultaneously (e.g., Certificate of Formation for an LLC or Certificate of Incorporation for a corporation). Use the Division of Corporations conversion forms and cover memo required for each conversion path.
• Simultaneous filings: When converting into a Delaware entity, file the Certificate of Conversion and the new entity’s formation/incorporation certificate at the same time (failure to coordinate can create an unintended separate entity).
• Registered agent: The certificate of formation/incorporation must list a Delaware registered office and registered agent (name and address) — maintain an in-state registered agent at all times.
• Corporations: Delaware corporations must file an annual report and pay the annual franchise tax (the state’s corporate franchise tax and annual report obligations apply — confirm specific due dates and calculation methods directly with the Division of Corporations/Franchise Tax Department when planning a conversion).
• Outstanding taxes and franchise tax department: Entities converting out of or into Delaware may owe franchise taxes or other taxes; contact Delaware’s Franchise Tax Department to ensure all taxes are paid before or as part of conversion.
• EIN: Changing an entity’s legal structure or ownership can require a new EIN. Follow IRS guidance to determine whether the state-level conversion or change in structure requires a new EIN (the IRS provides specific rules by entity type). For many conversions that change the business structure (e.g., sole proprietor to corporation, or terminating an LLC and forming a new corporation), a new EIN will be required; some state-level conversions that do not change federal tax classification may not require a new EIN. Always confirm with IRS rules and, if needed, apply for a new EIN before completing payroll/tax reporting.
• Pre-filing: Review governing documents for approval requirements (member/board/shareholder approvals), draft a plan of conversion if helpful, and confirm the other jurisdiction permits the conversion/domestication if moving across states/countries.
• File with Delaware: Prepare and file the Certificate of Conversion and the Certificate of Formation/Incoporation with the Delaware Division of Corporations, include the filing cover memo, pay filing fees and any expedited fees if required.
• Post-filing/state compliance: Update registered agent records, obtain any certified copies/good-standing certificates as needed, and ensure Delaware franchise taxes/annual taxes are current. If you leave Delaware (convert out), notify Delaware and, if required, foreign qualify in the new state and cancel Delaware registrations where applicable.

Professional help and next steps - Because conversions and classification changes can have material tax, securities and contractual effects, consult a Delaware-qualified corporate attorney and a tax advisor before filing. Use a registered agent service for filings and to maintain compliance.