Delaware LLC compliance package

Navigating the compliance landscape for your Delaware LLC is crucial for maintaining good standing and avoiding penalties. This guide provides a comprehensive overview of key requirements, deadlines, and best practices for US business owners and LLC founders.Key Compliance Items and Deadlines for Delaware LLCs:1.

Annual Franchise Tax:All domestic and foreign Delaware LLCs, LPs, and GPs must pay an annual tax of $300.00.This tax is due on or before June 1st each year and applies if the entity was active at any point during the tax year.Failure to pay incurs a $200 penalty plus 1.5% interest per month on the tax and penalty.

Annual Report Requirement

Unlike Delaware corporations, Delaware LLCs, LPs, and GPs are NOT required to file an annual report with the Division of Corporations.

Registered Agent Requirement

Delaware law mandates that every entity maintain a registered agent with a physical street address in Delaware.The registered agent must be available during normal business hours to accept service of process and official notices. An entity physically located in Delaware can serve as its own registered agent.

Formation Steps

To form your LLC, file a Certificate of Formation with the Delaware Division of Corporations. This document must include the name and address of your initial registered agent. Name reservation is optional.While not filed with the State, an Operating Agreement is highly recommended to define internal governance and override default statutory rules.

Delaware Business License and State-Level Taxes

Any individual or entity conducting business in Delaware must obtain a Delaware business license from the Division of Revenue when business commences.Licenses expire on December 31st and require annual renewal (or every three years if a 3-year license was chosen).Delaware does not have a state sales tax but imposes a gross receipts tax, with rates varying based on business activity.Businesses with employees must register with the Delaware Division of Unemployment Insurance and the Office of Workers’ Compensation, and withhold state income tax for employees.

Employer Obligations

If you have employees in Delaware, you must register for withholding, unemployment insurance, and workers’ compensation.Obtain an Employer Identification Number (EIN) from the IRS and comply with state payroll tax filing and deposit schedules.

Foreign Entities and Registrations

Foreign entities conducting business in Delaware must register with the Delaware Division of Corporations as foreign entities.They are subject to the same $300 annual tax requirement as domestic alternative entities while active in Delaware records.8. Beneficial Ownership Information (BOI) / Corporate Transparency Act (CTA):As of the March 26, 2025 interim final rule by FinCEN, U.S. domestic entities are EXEMPT from BOI reporting.The revised definition of "reporting company" now applies only to foreign entities that have registered to do business in the U.S. by filing with a secretary of state or similar office.Foreign entities meeting this definition and not qualifying for an exemption must file BOI reports. Deadlines vary; for example, pre-existing foreign registrants (before March 26, 2025) must file by April 25, 2025.Important: Always verify current FinCEN guidance before filing, as rules can change.9. Penalties and Communications:Missing the June 1st annual tax payment results in a $200 penalty plus 1.5% monthly interest.The Division of Corporations sends tax and annual report notifications to registered agents in December. Be wary of third-party solicitations; rely only on official communications from the State or your registered agent.Recommended Components for Your Delaware LLC Compliance Package:Quick Checklist with Deadlines: Include formation, registered agent appointment, EIN application, Delaware business license, June 1st $300 tax, December registered agent notices, and December 31st business license renewal.Step-by-Step Formation Guide: Detail choosing an entity, appointing a registered agent (with a physical DE address), filing the Certificate of Formation, drafting an operating agreement, obtaining an EIN, and registering for state business licenses and employer accounts (if applicable).Ongoing Compliance Calendar: Highlight the annual $300 tax due June 1st, business license renewal due December 31st, payroll/tax filings per employer schedules, maintaining a registered agent, and ordering certificates of good standing as needed.BOI/CTA Note: Emphasize that current FinCEN rulemaking (March 2025 IFR) exempts domestic U.S. entities but requires certain foreign-formed entities to report. Advise readers to confirm current FinCEN guidance.Penalties and Risk Mitigation: Describe penalties for missed tax payments and the risk of losing good standing/forfeiture if the registered agent lapses. Recommend using a professional registered agent, setting calendar reminders, and considering expedited filings when necessary.State-Specific Nuances: Explain that Delaware permits series LLCs, does not require public filing of operating agreements, and has different franchise tax rules and deadlines for corporations versus alternative entities (e.g., corporations due March 1st for annual report; LLCs due June 1st for $300 tax).Links and Resources: Provide direct links to the Delaware Division of Corporations, Delaware Division of Revenue business license pages, and the FinCEN BOI page. Suggest consulting an attorney or accountant for entity selection and tax advice.