Delaware compliance SOP building

Corporate annual reports and franchise tax payments are due annually on or before March 1. All domestic corporations must file an Annual Report and pay franchise tax electronically.

Failure to file or pay by March 1 incurs a $200 penalty and 1.5% interest per month on the tax and penalty. The minimum tax is $175 using the Authorized Shares method, and $400 using the Assumed Par Value method, with a maximum of $200,000 (or $250,000 for Large Corporate Filers).

Estimated payments are required if tax liability is $5,000 or more: 40% due June 1, 20% September 1, 20% December 1, and the remainder March 1. LLCs, LPs, and GPs do not file an Annual Report but must pay an annual tax of $300 due on or before June 1.

A $200 penalty applies for non-payment or late payment, with interest accruing at 1.5% per month. Delaware law mandates that every business entity maintain a registered agent with a physical street address in Delaware, available during normal business hours to accept service of process (8 Del.

C. §132). While the Division provides a list of registered agents, it does not endorse or regulate them, requiring due diligence in selection.

For business licensing and employer obligations, the Delaware One Stop portal is used to register with the Division of Revenue and obtain business licenses. Employers with employees in Delaware must register for Unemployment Insurance and Workers’ Compensation through One Stop/Labor Division.

Withholding agent registration and payroll-related registrations are also handled via One Stop and Division of Revenue resources. Regarding the BOI / Corporate Transparency Act, as of March 26, 2025, FinCEN’s interim final rule exempts U.S.-created entities (domestic reporting companies) and their beneficial owners from BOI reporting.

The revised definition shifts BOI reporting obligations to certain foreign entities registering to do business in the U.S. Deadlines for these foreign reporting companies are April 25, 2025, for those registered before March 26, 2025, and 30 days after registration for those registered on or after March 26, 2025.

SOPs should reflect these current FinCEN guidelines, focusing on foreign-entity BOI obligations and deadlines, and excluding domestic Delaware entities unless guidance changes. Key filing portals and forms to include in SOPs are: * Delaware Division of Corporations (corp.delaware.gov) for formation, document filing, annual reports, and franchise tax. * Delaware franchise tax calculation and estimator (corp.delaware.gov/frtaxcalc). * Delaware Division of Revenue / Business registration and One Stop portal (onestop.delaware.gov and revenue.delaware.gov). * FinCEN BOI page and BOI e-filing (fincen.gov/boi and boiefiling.fincen.gov).

Recommended SOP components include: * Compliance intake : Capture entity type, formation date, registered agent name & address, fiscal year, filing owner(s), and contact info for CPA/attorney. * Annual compliance calendar : Set automated reminders for March 1 (corporations), June 1 (LLCs/LPs/GPs), estimated payment dates (if >$5,000), applicable foreign entity BOI deadlines, local license renewals, and quarterly payroll tax deadlines. * Pre-filing checklist (30–60 days before deadline) : Verify RA information, authorized shares & issued shares, and federal Schedule L for Assumed Par Value method; calculate franchise tax using both methods and choose the lower; prepare Annual Report (for corporations); confirm e-file credentials; obtain approvals & payment instructions; file and save screenshot/receipt; store proof in entity file. * Post-filing : Confirm good-standing status or obtain a Certificate of Status; record filing in company records; update entity tracker and notify stakeholders. * Missed filing escalation : Calculate penalty & interest; arrange immediate payment; correct Annual Report; contact the Division for reinstatement guidance if suspended/dissolved; notify lenders/investors as required. * Record retention & corporate formalities : Centrally maintain minutes, operating agreements, EIN, tax returns, filing receipts, and statutory books with a retention schedule.

For corporations, maintain minutes and officer/director records; for LLCs, maintain operating agreement and member records. The extracted official guidance and federal BOI updates provide the authoritative basis to draft a Delaware-specific compliance SOP for LLCs/corporations.

The next step is to generate the full SOP/blog content and a newsletter draft using this material, integrating templates (compliance calendar, pre-filing checklist, sample email templates to registered agent/CPA, and escalation flow).

Ensure the SOP includes citations and direct links to the official filing portals and the FinCEN BOI page for primary source verification.

Corporate annual reports and franchise tax payments are due annually on or before March 1. All domestic corporations must file an Annual Report and pay franchise tax electronically.

Failure to file or pay by March 1 incurs a $200 penalty and 1.5% interest per month on the tax and penalty. The minimum tax is $175 using the Authorized Shares method, and $400 using the Assumed Par Value method, with a maximum of $200,000 (or $250,000 for Large Corporate Filers).

Estimated payments are required if tax liability is $5,000 or more: 40% due June 1, 20% September 1, 20% December 1, and the remainder March 1. LLCs, LPs, and GPs do not file an Annual Report but must pay an annual tax of $300 due on or before June 1.

A $200 penalty applies for non-payment or late payment, with interest accruing at 1.5% per month. Delaware law mandates that every business entity maintain a registered agent with a physical street address in Delaware, available during normal business hours to accept service of process (8 Del.

C. §132). While the Division provides a list of registered agents, it does not endorse or regulate them, requiring due diligence in selection.

For business licensing and employer obligations, the Delaware One Stop portal is used to register with the Division of Revenue and obtain business licenses. Employers with employees in Delaware must register for Unemployment Insurance and Workers’ Compensation through One Stop/Labor Division.

Withholding agent registration and payroll-related registrations are also handled via One Stop and Division of Revenue resources. Regarding the BOI / Corporate Transparency Act, as of March 26, 2025, FinCEN’s interim final rule exempts U.S.-created entities (domestic reporting companies) and their beneficial owners from BOI reporting.

The revised definition shifts BOI reporting obligations to certain foreign entities registering to do business in the U.S. Deadlines for these foreign reporting companies are April 25, 2025, for those registered before March 26, 2025, and 30 days after registration for those registered on or after March 26, 2025.

SOPs should reflect these current FinCEN guidelines, focusing on foreign-entity BOI obligations and deadlines, and excluding domestic Delaware entities unless guidance changes. Key filing portals and forms to include in SOPs are: * Delaware Division of Corporations (corp.delaware.gov) for formation, document filing, annual reports, and franchise tax. * Delaware franchise tax calculation and estimator (corp.delaware.gov/frtaxcalc). * Delaware Division of Revenue / Business registration and One Stop portal (onestop.delaware.gov and revenue.delaware.gov). * FinCEN BOI page and BOI e-filing (fincen.gov/boi and boiefiling.fincen.gov).

Recommended SOP components include: * Compliance intake : Capture entity type, formation date, registered agent name & address, fiscal year, filing owner(s), and contact info for CPA/attorney. * Annual compliance calendar : Set automated reminders for March 1 (corporations), June 1 (LLCs/LPs/GPs), estimated payment dates (if >$5,000), applicable foreign entity BOI deadlines, local license renewals, and quarterly payroll tax deadlines. * Pre-filing checklist (30–60 days before deadline) : Verify RA information, authorized shares & issued shares, and federal Schedule L for Assumed Par Value method; calculate franchise tax using both methods and choose the lower; prepare Annual Report (for corporations); confirm e-file credentials; obtain approvals & payment instructions; file and save screenshot/receipt; store proof in entity file. * Post-filing : Confirm good-standing status or obtain a Certificate of Status; record filing in company records; update entity tracker and notify stakeholders. * Missed filing escalation : Calculate penalty & interest; arrange immediate payment; correct Annual Report; contact the Division for reinstatement guidance if suspended/dissolved; notify lenders/investors as required. * Record retention & corporate formalities : Centrally maintain minutes, operating agreements, EIN, tax returns, filing receipts, and statutory books with a retention schedule.

For corporations, maintain minutes and officer/director records; for LLCs, maintain operating agreement and member records. The extracted official guidance and federal BOI updates provide the authoritative basis to draft a Delaware-specific compliance SOP for LLCs/corporations.

The next step is to generate the full SOP/blog content and a newsletter draft using this material, integrating templates (compliance calendar, pre-filing checklist, sample email templates to registered agent/CPA, and escalation flow).

Ensure the SOP includes citations and direct links to the official filing portals and the FinCEN BOI page for primary source verification.