Delaware compliance walkthrough for founders

Formation basics: File Certificate of Formation (LLC) or Certificate of Incorporation (corporation) with the Delaware Division of Corporations and appoint a Delaware registered agent with a Delaware physical address. Maintain accurate registered agent contact details in state records. 2) Federal tax identity and elections: Obtain an EIN from the IRS (online issuance immediate) before or shortly after formation to support banking and filings. If electing S-corp status, file IRS Form 2553. Form 2553 "generally must be filed no later than 2 months and 15 days" after the effective date entered on the form (see IRS instructions) — plan timing if you want S-tax treatment for the first tax year. 3) State registrations and licenses (Delaware): Most persons/entities conducting business in Delaware must obtain a State of Delaware Business License via Delaware One Stop. The annual fee varies; generally around $75 for a first location and licenses are submitted/renewed via One Stop. If hiring employees, register for unemployment insurance and workers’ compensation accounts (One Stop / Division of Revenue guidance). 4) Ongoing Delaware filings & taxes: Corporations: Annual Report and Franchise Tax are filed online with the Delaware Division of Corporations and are due annually on or before March 1. Failure to file/pay triggers a $200 penalty plus 1.5% interest per month. Franchise tax calculation methods (Authorized Shares or Assumed Par Value Capital) give different results — calculate both and select the lower amount. LLCs: Delaware LLCs pay an annual flat franchise tax (typically $300) that is due June 1 each year. LLCs generally are not required to file a corporate-style annual report but must pay the $300 tax. Maintain corporate records (bylaws, operating agreement, minutes), update ownership/cap table after equity changes, and keep records for fundraising and bank relations. 5) Beneficial Ownership / FinCEN (Corporate Transparency Act) — critical update: FinCEN published an interim final rule (March 26, 2025) that removed the requirement for U.S. companies and U.S. persons to report BOI to FinCEN under the CTA. The revised rule narrows the definition of "reporting company" to foreign entities registered to do business in the U.S. and exempts previously defined domestic reporting companies. Under the interim rule, certain foreign entities have specific filing deadlines (for example, entities registered before March 26, 2025 must file by April 25, 2025; entities registered on or after March 26, 2025 have 30 days after registration to file). Founders should consult FinCEN guidance regularly because the agency’s FAQs and small-entity guide may still contain earlier guidance and FinCEN has been issuing updates and interim rules. 6) Penalties, consequences, reinstatement: Missing Delaware deadlines can cause penalties, interest, and loss of good standing or administrative voiding/dissolution. Reinstatement requires payment of back taxes, penalties, and interest; it can obstruct banking, fundraising, and legal protections. 7) Practical checklist & suggested timeline for founders (first year and recurring items): Formation day: file Certificate of Formation/Incorporation; appoint Delaware registered agent. Within days: apply for EIN (IRS online); open bank account; adopt operating agreement/bylaws; issue membership interests or stock; set up cap table. Within 30–60 days: register for Delaware Business License via One Stop (CRA/registration), register for payroll accounts if hiring. If electing S-corp: file Form 2553 within 2 months + 15 days of desired effective date. Ongoing: maintain registered agent, update Delaware Division of Corporations records after changes, calculate and pay Delaware franchise tax and file required annual reports by deadlines (Mar 1 for corporations, Jun 1 $300 tax for LLCs), renew business licenses annually by the Delaware schedule. Consider paid registered agent and managed compliance service to avoid missed deadlines.

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