Delaware corporation compliance

Summary of key Delaware corporation compliance requirements and practical guidance (concise):- Annual Report & Franchise Tax: All Delaware domestic corporations must file an Annual Report and pay the Delaware Franchise Tax electronically.

Both the Annual Report and any franchise tax due are required to be received by the Division of Corporations no later than March 1 of each year. Failure to file/pay by March 1 triggers a $200 late penalty plus interest at 1.5% per month on unpaid tax and penalty.- Filing fee & tax amounts: The Annual Report filing fee is $50 (non-exempt domestic corporations).

The franchise tax may be calculated by either the Authorized Shares Method (minimum tax $175) or the Assumed Par Value Capital Method (minimum $400). The maximum tax generally is $200,000 (or $250,000 for identified Large Corporate Filers).

Corporations owing $5,000 or more must make estimated quarterly payments (40% due June 1, 20% Sept 1, 20% Dec 1, remainder Mar 1).- Registered agent and registered office: Every Delaware corporation must maintain a registered office and registered agent in Delaware (Title 8 §131 and related sections).

The registered agent receives service of process and official notices; keeping the registered agent information current with the Division of Corporations is required.- Corporate formalities and records (Title 8): Title 8 requires corporations to have board(s) of directors, officers, and to keep corporate records (certificate of incorporation, bylaws, minutes of meetings, stock ledger, financial books).

Officers (or an officer) must keep minutes/records. Stock ledger, minute books, and other records may be kept electronically if they can be converted to legible paper form.

Stockholder inspection rights and statutory provisions (e.g., §219–§224, §220) govern access to books and records.- Meetings, minutes, and corporate governance: Delaware law contemplates annual (or as provided in bylaws) shareholder meetings and board governance; minutes and signed consents for actions taken without meeting should be kept (Title 8 subchapters on meetings, elections, voting and notice).

Maintaining accurate minute books, resolutions, and stock records is essential to preserve corporate protections.- Certificate of Incorporation filings and amendments: Amending the certificate of incorporation, filing certificates of merger, dissolution, or reinstatement, and other filings occur under Title 8 and through the Division of Corporations' filing system (see filing instructions on corp.delaware.gov).

Many filings must be executed and acknowledged per §103 and filed with the Secretary of State.- Dissolution and reinstatement: Title 8 sets out the process for voluntary dissolution, filing of certificates of dissolution, and procedures for revocation or restoration of dissolved corporations (including requirements for corporate approvals and filings).

Reinstatement after administrative dissolution requires compliance with statutory steps and payment of outstanding taxes/penalties.- Foreign qualification: If a Delaware corporation conducts business outside Delaware, it may need to qualify as a foreign corporation in other states.

Conversely, foreign entities doing business in Delaware must file for qualification and maintain a Delaware registered agent.- Federal BOI (Corporate Transparency Act) and FinCEN: FinCEN established BOI reporting (effective Jan 1, 2024) requiring many companies to report beneficial owners.

However, recent regulatory changes (FinCEN interim final rule, March 2025) and court developments changed which entities are required to report; FinCEN’s Small Entity Compliance Guide (v1.4 March 2025) and FinCEN materials should be consulted because certain U.S.-formed entities were exempted by IFR and some reporting obligations were affected by federal court rulings.

Delaware’s Division of Corporations points filers to FinCEN for the latest BOI guidance. Corporations should check current FinCEN rules and whether voluntary reporting or updates are advisable.Practical compliance checklist (actionable items for Delaware corporations):1.

Mark March 1 on the calendar: file Annual Report online and pay franchise tax by March 1 each year. Plan estimated payments if tax liability is >= $5,000.

Officers (or an officer) must keep minutes/records. Stock ledger, minute books, and other records may be kept electronically if they can be converted to legible paper form.

Mark March 1 on the calendar: file Annual Report online and pay franchise tax by March 1 each year. Plan estimated payments if tax liability is >= $5,000.

Maintain a Delaware registered agent at all times and promptly update agent/contact information with the Division of Corporations.

Keep a corporate minute book

certificate of incorporation, bylaws, meeting minutes, consents, stock ledger, and material contracts. Document annual shareholder and board meetings or written consents.

Choose the franchise-tax calculation method (Authorized Shares vs Assumed Par Value Capital) that yields the lower tax each year and document calculations. Consider professional tax help for complex capital structures or high-authorized-share counts.

For any amendments, mergers, dissolution, or foreign qualification filings, follow Title 8 statutory procedures and file with the Division of Corporations using the state’s online filing system.

Monitor FinCEN BOI guidance and deadlines

determine whether your corporation must file a BOI report, whether exemptions apply, or whether voluntary filings/updates are appropriate.

If you fall out of good standing (missed filings or taxes), address penalties and reinstatement early to avoid compounding interest and administrative dissolution.

Engage Delaware counsel or a registered agent/compliance service for large/complex entities, to monitor deadlines and help with franchise tax optimization and statutory compliance.