Delaware compliance internal review

Research steps and summary:Steps taken- Ran parallel web searches targeting official Delaware state sources (Division of Corporations and Division of Revenue), authoritative guides from reputable providers (law firms and business services), and focused searches for recent statutory or regulatory changes (including the Corporate Transparency Act / FinCEN BOI) and 2024–2025 compliance deadlines. - Collected and compressed the most relevant guidance on Delaware LLC compliance requirements, filing deadlines, taxes and penalties, registered agent duties, recordkeeping, BOI/CTA reporting, and practical internal-review checklist items for US business owners and LLC founders.Key findings and analysis (what an internal compliance review for a Delaware LLC should cover)1) Core state-level filings and deadlines- Annual franchise tax: Delaware LLCs (and LPs/GPs) are required to pay an annual tax of $300. The tax is due no later than June 1 each year. (Source: Delaware Division of Corporations) - Annual report: Delaware LLCs are not required to file an annual report (unlike corporations), but corporations do have a March 1 deadline for annual reports and franchise-tax filings. - Penalties and interest: Missing required filings/taxes may trigger late penalties and interest; for corporations there is a $200 penalty for a late Annual Report plus interest (1.5% per month) on unpaid balances; LLC missed franchise tax liabilities can lead to loss of good standing and administrative actions. (Source: Delaware Division of Corporations and practitioner guidance)2) Formation and ongoing corporate formalities- Certificate of Formation: Ensure a valid Certificate of Formation is on file with the Division of Corporations and that registered-agent details are current (registered agent must have a Delaware physical address). - Registered agent: Every Delaware LLC must continuously maintain a registered agent in Delaware. Update registered-agent information promptly to avoid loss of good standing. - Operating agreement and internal records: While Delaware does not require filing an operating agreement, an up-to-date operating agreement is critical. Maintain corporate records (membership ledger, meeting minutes, resolutions, member capital accounts, bank authorizations) centrally and review them during the internal compliance review.3) Taxes and state registrations- Federal EIN: Obtain and maintain a federal EIN as required; ensure federal tax elections (partnership, S corp, C corp) are documented and consistent with federal filings. - Delaware state taxes and business license: Register with Delaware Division of Revenue where applicable (LLC taxed consistently with federal classification). Some LLCs doing business in Delaware must file state tax returns (partnership returns or corporate returns depending on classification). - Other registrations (payroll, unemployment, workers’ comp) where the LLC has employees.4) Beneficial Ownership Information (BOI) / Corporate Transparency Act (CTA)- The Division of Corporations highlights the Corporate Transparency Act and links to FinCEN guidance. An internal compliance review must determine whether the LLC qualifies as a “reporting company” under the CTA and, if so, prepare and file the BOI report with FinCEN (or confirm applicable exemptions). The CTA/BOI regime is a federal filing obligation that many Delaware LLCs will need to address. (Source: Delaware Division of Corporations)5) Foreign qualification and multi-state compliance- If the Delaware LLC conducts business outside Delaware, ensure foreign qualification and registration in states of operation, plus compliance with local taxes and business licenses. Conversely, if originally formed elsewhere but registered in Delaware, confirm Delaware filings are up to date.6) Practical remediation and timeline guidance- Missed franchise tax: Pay the tax online via the Delaware Division of Corporations portal, including penalties and interest; if the entity has been administratively revoked or voided, pursue reinstatement/late filing and pay required fees. - Registered-agent lapses: Immediately update the registered agent with the Division of Corporations to stop service-of-process issues and to restore communications. - Missing federal/state returns or payroll filings: File delinquent returns, collect supporting records during the review, and consult tax counsel/accountant for abatement or penalty mitigation where available.7) Recommended internal-review checklist items (practical actionable list for LLC founders/business owners)- Verify Certificate of Formation existence and registered-agent name and address on file with Delaware. - Confirm annual franchise tax payment for current and prior years (paid by June 1). - Confirm there is a current operating agreement and member/manager designations. - Inventory and centralize corporate records: membership ledger, bank resolutions, capital contributions, meeting minutes, ownership percentages, transfer restrictions, agreements with affiliates. - Determine whether the entity is a FinCEN CTA reporting company; collect Beneficial Owner data (name, DOB, address, SSN/TIN, nature of control) and file BOI report if required. - Confirm federal EIN and payroll tax accounts; check state tax registrations with Delaware Division of Revenue and any other jurisdictions where business is conducted. - Confirm necessary licenses/permits and insurance coverages. - Confirm KYC/AML checks (if applicable), material contracts, vendor due diligence, and any AML or sanctions exposure. - Set up or confirm a compliance calendar with automated reminders for June 1 franchise tax and other recurring deadlines.8) Recommended documentation retention and evidence to collect during review- Corporate formation files, Certificate of Formation, registered-agent agreements, operating agreements, membership ledgers—retain permanently. - Tax returns, supporting tax workpapers—retain typically 3–7 years (follow federal tax record-retention guidance and Delaware guidance). - Minutes and resolutions—retain permanently; transaction documents—retain for at least 7 years or longer depending on risk exposure.Sources and supporting verbatim excerpts(Verbatim excerpts below are taken from the pages consulted and support the summary above.)1) Delaware Division of Corporations — How to Form (https://corp.delaware.gov/howtoform/)- "BENEFICIAL OWNERSHIP REPORTING — The Corporate Transparency Act (CTA) went into effect on January 1, 2024, which requires entities from other countries to report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). [Click here] for further information and related links." - "LP/LLC/GP — Although Limited Partnerships, Limited Liability Companies and General Partnerships formed in the State of Delaware do not file an annual report, they are required to pay an annual tax of $300.00. Taxes for these entities are to be received no later than June 1st of each year."2) Delaware Division of Revenue — Limited Liability Company FAQs (https://revenue.delaware.gov/frequently-asked-questions/limited-liability-company-faqs/)- "A Limited Liability Company doing business in Delaware is classified as a partnership for Delaware income tax purposes, unless it has otherwise been classified for federal income tax purposes. A LLC is always classified in the same manner for Delaware income tax as it is for federal income tax purposes. "3) Practitioner summary / law firm guide (example) — Dunlap Bennett & Ludwig PLLC (https://www.dbllawyers.com/march-1st-deadline-approaching-delaware-corporations-and-llcs-compliance-guide-in-2025/)- "All Delaware LLCs are required to pay an Annual Franchise Tax of $300, regardless of income or business activity. This franchise tax must be paid by June 1st of each year through the Delaware Division of Corporations’ website. Unlike Delaware corporations, Delaware LLCs are not required to file an Annual Report." - "Registered Agent Requirement — Both corporations and LLCs formed in Delaware must designate a registered agent with a physical address in the state. This agent acts as the official contact for legal matters and the recipient of service of process on behalf of the company. Ensuring that the registered agent’s information is accurate and up to date is critical; failure to do so may result in the loss of good standing."Conclusion / Next steps for content generation- The research indicates there is clear, authoritative state guidance for the items an internal compliance review must cover: annual franchise tax ($300 due June 1 for LLCs), registered-agent maintenance, formation documents, operating agreement, state tax registrations, and review of BOI/FinCEN obligations. - I have gathered official citations and practitioner guidance sufficient to draft comprehensive, Delaware-specific blog content targeted to US business owners and LLC founders that will include: a compliance checklist, step-by-step remediation guidance, citations to state sources, template language for internal review procedures, and recommended timelines and documentation retention practices.If you want, I can now: - Draft the full blog post (title, meta, excerpt already provided) organized into sections: overview, legal requirements, step-by-step internal review checklist, remediation playbook, BOI/FinCEN specifics, templates and sample language, and resources/links — with in-text citations to the Delaware sources above. - Produce a newsletter draft using your provided subject and template.