Delaware LLC maintenance solutions

Annual Tax (most important recurring obligation)- What to pay: Delaware requires a flat annual alternative-entity tax for LLCs, LPs and GPs. Plan to pay $300 per year (flat tax).- Due date: on or before June 1 each year (tax is assessed for the prior calendar year).- Filing: there is no annual report requirement for Delaware LLCs (the Division of Corporations separately collects the flat annual tax online).- Penalties & interest: failure to pay by June 1 triggers a $200 penalty plus interest at 1.5% per month on tax and penalty; unpaid status causes loss of good standing and can block filings or access to a Delaware certificate of good standing.- Series LLCs: be aware separate series may have separate lower annual taxes (reports indicate $75 per series in addition to the parent entity tax); confirm for multi-series entities.- How to pay: pay electronically through the Division of Corporations’ online tax payment system.Practical steps: (a) add a recurring calendar reminder for May/June; (b) keep your Delaware entity file number and registered-agent email up to date; (c) set up ACH/credit card payment access to the state portal.2) Registered agent and registered office (statutory requirement)- Every Delaware LLC must maintain a registered office and registered agent in Delaware; the statute (§ 18-104) specifies the requirement and options for agents (individual, domestic/foreign entity authorized to act).- Changing agent/address: the registered agent may file a certificate to change address or resign and appoint a successor by filing the required certificate and paying the fee (the filing operates as an amendment to the LLC’s Certificate of Formation for registered-office changes).Practical steps: confirm your registered agent annually; if you change agents, make the filing promptly and retain proof of the agent acceptance/filing.3) Certificate of Formation amendments, name changes, and other filings- Changes to name, member/manager structure, or other Certificate-of-Formation items require filing a Certificate of Amendment (or other statutory filings) with the Division of Corporations and payment of the applicable fee. The Delaware LLC statute contains the procedures.Practical steps: maintain a current operating agreement that documents internal changes and then file any statutory amendments required; use the Division of Corporations portal for filings.4) Foreign LLCs, qualification, and renewals- Foreign LLCs registered to do business in Delaware are subject to the same alternative-entity annual tax ($300) and registration/qualification rules. Foreign entities must maintain a Delaware registered agent and meet filing/renewal requirements per the statute and Division guidance.5) Dissolution, forfeiture, and reinstatement- Failure to pay tax or comply can lead to loss of good standing, administrative forfeiture/dissolution, or inability to bring actions in Delaware courts. Reinstatement/revival procedures exist (certificate of revival or other statutory reinstatement), which require payment of outstanding tax, penalties, interest, and filing fees; follow Division of Corporations instructions to reinstate.Practical steps: if you get a notice of delinquency, act immediately—pay the tax, penalties, and interest; consult counsel for reinstatement filings if entity has been forfeited.6) Recordkeeping, operating agreements, and practical governance- Delaware does not require an operating agreement, but it is strongly recommended. Keep accurate records of membership/ownership, capital contributions, meeting records (if any), and resolutions to support governance and bank/third-party needs.7) State business licenses, DBAs, and local requirements- Delaware’s Division of Revenue and OneStop/Division-of-Revenue portals handle business licenses and trade-name (DBA) registrations; processes are evolving (example: DBA/Trade-name registration moving to Division of Revenue/OneStop in early 2026). Check local county/municipal licensing rules for any additional permits.Practical steps: search the Delaware OneStop portal and Division of Revenue for business-license and DBA steps for your industry and location; re-register DBAs as required when the portal change occurs.8) Federal BOI/FinCEN (important compliance development)- As of March 26, 2025, FinCEN published an interim final rule that exempts entities formed in the United States (previously “domestic reporting companies”) and their beneficial owners from BOI reporting under the Corporate Transparency Act; the rule re-defines reporting companies to focus on certain foreign entities. Confirm status for foreign entities registered in the U.S.Practical steps: monitor FinCEN guidance for any future rule changes; if you are a foreign entity required to report, follow FinCEN deadlines and instructions.9) Common practical compliance checklist for Delaware LLC founders (recommended immediate actions)- Set an automated calendar reminder: June 1 (annual tax) with tasks to confirm registered agent and entity file number.- Verify registered agent service and update contact info annually.- Keep a current operating agreement and documented ownership ledger.- Confirm any required local business licenses or DBAs with the Division of Revenue / OneStop portal.- Keep funds available for the annual $300 tax + potential penalties/interest if late.- If you have a Series LLC, confirm per-series filing/tax obligations.- Watch FinCEN announcements for BOI changes if you have foreign ownership or are a foreign reporting company.Concise resources & next steps (where to file/pay and confirm rules):- Delaware Division of Corporations — LLC/LP/GP Franchise Tax instructions and online payment portal (pay tax and get payment instructions).- Delaware Code, Title 6, Chapter 18 — Delaware LLC statutory provisions (registered agent, formation, amendments, dissolution, foreign LLC rules).- Delaware Division of Revenue / OneStop — business license and trade-name (DBA) registration and process changes.- FinCEN BOI page — current federal position on Beneficial Ownership Information reporting as of March 2025.

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