Delaware compliance for professional services companies

Entity types and professional restrictions: Delaware law provides for professional corporations and related provisions for professional entities; professional entities must generally be owned and controlled by persons licensed to render the professional services offered. (See Delaware Code Title 8 provisions for professional service corporations — shareholders/directors/officers must be duly licensed.)Registered agent: All Delaware corporations and LLCs (domestic and foreign qualified) must maintain a Delaware registered agent with a Delaware physical address. Keeping agent contact info current is critical to receive notices about annual filings and avoid administrative dissolution. (Delaware Division of Corporations)Corporations — annual report and franchise tax: Domestic corporations must file an annual report and pay franchise tax by March 1 each year. Filing late triggers a $200 penalty plus interest at 1.5% per month on tax and penalty. Annual report filing fees and franchise tax minimums/maximums are published by the Division of Corporations; methods for calculating franchise tax are available on the Division website. (Delaware Division of Corporations — Annual Report & Tax Instructions)Foreign corporations: Foreign corporations registered to do business in Delaware file an annual report by June 30; a filing fee and penalties for late filing apply. (Division of Corporations)LLC/LP/GP annual tax: Delaware assesses an annual tax on alternative entities (LLCs/LPs); practitioner sources commonly cite the flat $300 annual LLC tax (due date commonly cited as June 1). Verify current rates/duedates with the Division of Corporations tax pages at time of publication. (Practitioner guidance — DBL and other firm guides; Division of Corporations tax pages as authoritative source for final verification.)Delaware business license (Division of Revenue): Any person or entity conducting a trade or business in Delaware must obtain a Delaware business license via One Stop. Licenses typically expire December 31 (one-year) or may be issued for three years. Business license is required even if you hold profession-specific licensure from the DPR. Businesses with employees must also register for withholding, unemployment insurance, and workers’ comp. (Delaware Division of Revenue — Business License FAQs)Professional licensing boards (Division of Professional Regulation): Many professions (healthcare, accounting, architecture, engineering, cosmetology, etc.) have licensing and regulatory requirements administered at the state level. Before forming a professional entity, verify the licensing board rules (eligibility, ownership/management restrictions, entity type allowed — e.g., PC vs. PLLC) for your profession. DPR also provides application/renewal/verification services and lists the professions/boards. (Delaware Division of Professional Regulation)Beneficial Ownership Information (FinCEN): As of the March 26, 2025 FinCEN interim final rule, FinCEN removed BOI reporting requirements for U.S. entities (formerly “domestic reporting companies”). However, foreign entities registered to do business in the U.S. may still be required to report BOI under revised deadlines. Confirm the current FinCEN guidance prior to advising clients on BOI obligations. (FinCEN BOI page — alert and details)Practical compliance items to cover in the blog: entity selection (PC vs. PLLC vs. regular LLC/corp), name/naming rules for professional entities, licensure and ownership restrictions, formation filings and certificates (Certificate of Formation/Certificate of Incorporation; articles must reflect professional purpose where required), registered agent appointment, business license registration (One Stop), payroll/employer registrations, state and local permits, malpractice/professional liability insurance (highly recommended though often not statutorily required), recordkeeping (bylaws/operating agreement, minutes, stock/member ledger), annual filings and taxes (dates, fees, penalties), good standing and reinstatement consequences, foreign qualification for out-of-state professionals practicing in Delaware, common scams (fraudulent solicitations about “Delaware filings”), and recommended compliance checklist and timeline.