Delaware compliance for private equity companies

Summary of Delaware compliance for private equity companies — key points, practical checklist, and authoritative citations. Key Delaware-specific obligations (entities commonly used by private equity funds: Delaware limited partnerships (LPs) and Delaware limited liability companies (LLCs), including series LLCs): - Formation and public record: File Certificate of Formation (LLC) or Certificate of Limited Partnership (LP) with the Delaware Division of Corporations and appoint a Delaware registered agent (Delaware requires a registered agent with a physical Delaware address). The formation filing itself typically requires only the entity name and registered agent/organizer; member/partner names are not required to be listed on the formation filing (so ownership information generally remains off the public record). (See cited Delaware Division of Corporations and Harvard Business Services links.) - Registered agent: Every Delaware domestic or foreign entity must maintain a registered agent in Delaware at all times; failure to maintain can cause loss of good standing and administrative consequences. - Annual taxes and deadlines (critical): - LLCs, LPs, and GPs (domestic or registered foreign) must pay an annual tax of $300.00 for the prior year; payment is due on or before June 1 each year. There is no general LLC/LP annual report to the Division of Corporations. Failure to pay results in a $200 penalty plus interest (1.5% per month). (Delaware Division of Corporations alt-entity tax instructions and FAQs.) - Domestic corporations: Annual Report and Franchise Tax due March 1 each year. Minimum franchise tax and penalty rules differ for corporations; see Division of Corporations guidance for calculation methods and deadlines. - Fees and processing: Typical filing fee examples: Certificate of Formation state fee (example source indicates $109 through filing services), but check current Division of Corporations fee schedule when filing. - Series LLCs and statutory flexibility: Delaware allows Series LLCs and has flexible governance provisions under its LLC and LP statutes widely used by fund sponsors. Fund sponsors commonly use Delaware LPs as fund entities and Delaware LLCs for parallel structures or feeder vehicles. (See law firm guidance and Division of Corporations resources.) - Privacy and public disclosure: Delaware formation filings generally do not require listing members/partners — ownership and economic interest information is usually maintained in internal organizational documents (operating agreement, limited partnership agreement) and not publicly filed. However, federal beneficial ownership reporting (Corporate Transparency Act / FinCEN BOI) may require reporting to FinCEN unless an exemption applies; Delaware Division of Corporations provides CTA/BOI information and links — confirm BOI obligations with counsel. (Delaware Division of Corporations CTA notice.) - Interaction with federal securities/regulated-adviser rules (practical notes, not Delaware-only): Private equity sponsors must also comply with applicable federal requirements: Form D filings for Regulation D private placements (with Form D filed with the SEC and appropriate state notice/blue-sky filings); Investment Adviser registration and Form ADV filings as required by the Investment Advisers Act (SEC registration typically required once private fund adviser AUM thresholds are met or where adviser does not qualify for state-only registration exemptions). These are federal obligations that operate alongside Delaware entity compliance; consult securities counsel and compliance counsel for fund formation and offering strategy. - Other Delaware business obligations: If the fund or manager has employees or conducts business/operations in Delaware, ensure Delaware withholding, unemployment insurance, and any required state business registrations/licenses are handled through the Delaware Division of Revenue and onestop.delaware.gov as applicable. Domestic entities operating in Delaware may also face gross receipts or other state taxes if they have nexus and operations in the state. - Practical compliance checklist for private equity funds using Delaware entities (recommended actions): 1. At formation: choose entity type (LLC or LP), file Certificate of Formation / Certificate of Limited Partnership with the Division of Corporations; appoint a Delaware registered agent; obtain EIN; execute operating/partnership agreements and capital documents; open bank accounts. 2. Maintain registered agent and good standing: monitor state notices sent to registered agent; promptly file any amendments (name changes, changes of registered agent, mergers, conversions) with Division of Corporations. 3. Annual filings and taxes: pay $300 annual LLC/LP tax by June 1 each year for Delaware LLCs/LPs/GPs; for Delaware corporations, file Annual Report and pay franchise tax by March 1 each year. Track penalties and interest for late payments. 4. Privacy and BOI: evaluate Corporate Transparency Act / FinCEN BOI reporting obligations and exemptions; if reporting is required, prepare and file timely BOI reports to FinCEN. 5. Securities and adviser compliance: prepare Form D and state notice filings for private placements as applicable; evaluate adviser registration obligations and Form ADV filing requirements; ensure marketing and investor solicitation practices conform to Reg D and applicable exemptions. 6. Ongoing fund operations: maintain K-1 and tax reporting cadence, payroll and employment tax compliance where employees are located, and registered foreign qualification in states where the entity is doing business (nexus analysis). 7. Engage counsel and compliance provider: use Delaware counsel for entity governance and fund counsel for securities/Adviser Act/BOI compliance and tax counsel for partnership tax matters. Reasoning: I synthesized Delaware Division of Corporations official guidance (formation steps, registered agent requirement, franchise/annual taxes and deadlines, CTA/BOI referral) together with practical guidance from provider and law-firm sources about common private-equity fund entity choices (LLC/LP, series LLCs), privacy considerations, and federal filing interactions (Form D, SEC/Adviser Act). The result is a compact, practical checklist oriented to US business owners and LLC founders considering Delaware entities for private equity structures. Next recommended steps for you (actionable): - Confirm your proposed entity type and structure with a Delaware corporate attorney and fund/securities counsel. - Add calendar reminders for Delaware deadlines: June 1 (LLC/LP $300) and March 1 (corporation annual report/franchise tax) and Form D (file within 15 days of first sale), and BOI reporting deadlines if applicable. - If privacy/beneficial ownership is a concern, review FinCEN BOI exemptions and consult counsel; obtain registered-agent services and a Delaware legal address for service.