Delaware LLC compliance refresher training

Key findings (concise summary for use in a Delaware LLC compliance refresher training): - Annual Delaware LLC tax: Delaware LLCs, LPs and GPs owe a flat annual tax of $300. The tax is due on or before June 1 each year.

LLCs and LPs are not required to file a Delaware annual report (this reporting requirement applies to corporations). Penalty for nonpayment/late payment is $200 plus interest at 1.5% per month. - Filing / payment: Delaware Division of Corporations handles the alternative-entity tax payment process (see corp.delaware.gov/paytaxes and alt-entitytaxinstructions for payment and filing links and the Division’s electronic filing requirement). - Registered agent: Delaware entities interact with the Division of Corporations; franchise tax notifications are sent to the entity’s registered agent.

Maintaining a Delaware registered agent and correct agent contact information is essential to receive state notices and remain in good standing. - Business license and state tax registrations: Any person or entity conducting business in Delaware must obtain a Delaware business license from the Delaware Division of Revenue (One Stop Business Licensing/Registration Service: onestop.delaware.gov).

Businesses with employees must register for withholding and unemployment insurance with state agencies. - Penalties and good standing: Failure to pay the annual tax by June 1 leads to a $200 penalty, interest accrual, and loss of good standing, which can block certificates of good standing and lead to administrative consequences or dissolution if not corrected. - Federal requirements (IRS): For federal tax purposes, an LLC’s classification depends on elections and number of members.

By default: multi-member LLCs are treated as partnerships; single-member LLCs are treated as disregarded entities (unless Form 8832 is filed to elect corporate treatment). Use Form 8832 to elect classification; other elections (e.g., S corporation) may require Form 2553 and additional timing rules.

Obtain an EIN when required (e.g., multi-member LLCs, LLCs with employees). - Beneficial Ownership Information (FinCEN / BOI): FinCEN’s March 26, 2025 interim final rule exempted entities created in the United States (formerly “domestic reporting companies”) from BOI reporting under the Corporate Transparency Act.

The interim rule narrows the definition of “reporting company” to certain foreign entities registered to do business in the U.S.; foreign entities that qualify as reporting companies have separate BOI deadlines.

Recommended compliance checklist items to include in training materials (actionable bullets for LLC founders / US business owners): - Confirm formation documents: Certificate of Formation filed with Delaware Division of Corporations; keep file-stamped copy and record filing date. - Maintain a Delaware registered agent and verified mailing/email for official notices. - Mark calendar: pay Delaware LLC annual tax ($300) by June 1 every year (identify person/team responsible and payment method—online via Division of Corporations). - Track penalties: $200 penalty + interest (1.5%/month) for late payment; confirm steps to restore good standing if delinquent. - Obtain and renew Delaware business license via One Stop (onestop.delaware.gov); register for withholding, UI, and workers’ comp if hiring employees. - Determine federal tax classification: confirm default IRS classification (partnership/disregarded) or file Form 8832 (or Form 2553 for S election) as needed and obtain EIN if required. - Evaluate whether BOI reporting applies: domestic Delaware LLCs are exempt under the 2025 interim rule, but foreign entities registered in Delaware may have BOI obligations—confirm current FinCEN guidance when preparing training materials. - If operating outside Delaware or having nexus in other states, review foreign qualification rules and state-specific filings/fees for those states.

Key findings (concise summary for use in a Delaware LLC compliance refresher training): - Annual Delaware LLC tax: Delaware LLCs, LPs and GPs owe a flat annual tax of $300. The tax is due on or before June 1 each year.

LLCs and LPs are not required to file a Delaware annual report (this reporting requirement applies to corporations). Penalty for nonpayment/late payment is $200 plus interest at 1.5% per month.

- Penalties and good standing: Failure to pay the annual tax by June 1 leads to a $200 penalty, interest accrual, and loss of good standing, which can block certificates of good standing and lead to administrative consequences or dissolution if not corrected. - Federal requirements (IRS): For federal tax purposes, an LLC’s classification depends on elections and number of members.

By default: multi-member LLCs are treated as partnerships; single-member LLCs are treated as disregarded entities (unless Form 8832 is filed to elect corporate treatment). Use Form 8832 to elect classification; other elections (e.g., S corporation) may require Form 2553 and additional timing rules.

Obtain an EIN when required (e.g., multi-member LLCs, LLCs with employees). - Beneficial Ownership Information (FinCEN / BOI): FinCEN’s March 26, 2025 interim final rule exempted entities created in the United States (formerly “domestic reporting companies”) from BOI reporting under the Corporate Transparency Act.

The interim rule narrows the definition of “reporting company” to certain foreign entities registered to do business in the U.S.; foreign entities that qualify as reporting companies have separate BOI deadlines.

Recommended compliance checklist items to include in training materials (actionable bullets for LLC founders / US business owners):

- Mark calendar: pay Delaware LLC annual tax ($300) by June 1 every year (identify person/team responsible and payment method—online via Division of Corporations). - Track penalties: $200 penalty + interest (1.5%/month) for late payment; confirm steps to restore good standing if delinquent.

- Determine federal tax classification: confirm default IRS classification (partnership/disregarded) or file Form 8832 (or Form 2553 for S election) as needed and obtain EIN if required. - Evaluate whether BOI reporting applies: domestic Delaware LLCs are exempt under the 2025 interim rule, but foreign entities registered in Delaware may have BOI obligations—confirm current FinCEN guidance when preparing training materials.

• Filing / payment: Delaware Division of Corporations handles the alternative-entity tax payment process (see corp.delaware.gov/paytaxes and alt-entitytaxinstructions for payment and filing links and the Division’s electronic filing requirement).
• Registered agent: Delaware entities interact with the Division of Corporations; franchise tax notifications are sent to the entity’s registered agent. Maintaining a Delaware registered agent and correct agent contact information is essential to receive state notices and remain in good standing.
• Business license and state tax registrations: Any person or entity conducting business in Delaware must obtain a Delaware business license from the Delaware Division of Revenue (One Stop Business Licensing/Registration Service: onestop.delaware.gov). Businesses with employees must register for withholding and unemployment insurance with state agencies.
• Confirm formation documents: Certificate of Formation filed with Delaware Division of Corporations; keep file-stamped copy and record filing date.
• Maintain a Delaware registered agent and verified mailing/email for official notices.
• Obtain and renew Delaware business license via One Stop (onestop.delaware.gov); register for withholding, UI, and workers’ comp if hiring employees.
• If operating outside Delaware or having nexus in other states, review foreign qualification rules and state-specific filings/fees for those states.