Delaware compliance for remote-first agencies

Practical, state-specific compliance guidance for Delaware-based, remote-first agencies (for US business owners and LLC founders) Summary (quick checklist) - Form your Delaware entity and maintain a Delaware registered agent (mandatory).

Keep an Operating Agreement (LLC) or corporate minutes and bylaws (corporation). - Corporations: file Delaware Annual Report and pay franchise tax by March 1 each year; understand the two calculation methods, minimums, caps, and estimated-payment rules if tax >= $5,000. - LLC/LP/GP: pay the Delaware annual entity tax ($300) by June 1 each year; penalties and interest apply for late payment. - Register for Delaware state tax accounts (Division of Revenue): income/withholding, gross receipts tax where applicable, and use the One Stop portal to register employers with withholding and unemployment programs. - Payroll & benefits: withhold federal and state income tax and deposit federal payroll taxes per IRS schedules; register for Delaware unemployment insurance and workers’ compensation as required.

If you have remote employees located in other states, register and comply with those states’ withholding, unemployment, and payroll rules — remote employees typically create employer obligations where they perform services. - Delaware has no statewide sales tax; Delaware uses a gross receipts tax for many sellers — check whether your services are subject to gross receipts tax and whether other states require sales tax collection based on nexus/economic thresholds. - Beneficial Ownership (FinCEN/Corporate Transparency Act): as of the FinCEN interim final rule published March 26, 2025, domestic U.S. entities (i.e., companies created in the United States) were exempted from BOI reporting; foreign entities registered to do business in the U.S. may still have BOI filing obligations under new deadlines.

Confirm current status before filing. - Ongoing state obligations: keep registered agent contact info current (Division of Corporations sends notices to registered agents), maintain good corporate records, and use the Division of Corporations and Division of Revenue online portals for filings and payments.

Practical action plan and timings (what to do, when)

Practical, state-specific compliance guidance for Delaware-based, remote-first agencies (for US business owners and LLC founders) Summary (quick checklist)

- Corporations: file Delaware Annual Report and pay franchise tax by March 1 each year; understand the two calculation methods, minimums, caps, and estimated-payment rules if tax >= $5,000. - LLC/LP/GP: pay the Delaware annual entity tax ($300) by June 1 each year; penalties and interest apply for late payment.

- Beneficial Ownership (FinCEN/Corporate Transparency Act): as of the FinCEN interim final rule published March 26, 2025, domestic U.S. entities (i.e., companies created in the United States) were exempted from BOI reporting; foreign entities registered to do business in the U.S. may still have BOI filing obligations under new deadlines.

Confirm current status before filing.

• Form your Delaware entity and maintain a Delaware registered agent (mandatory). Keep an Operating Agreement (LLC) or corporate minutes and bylaws (corporation).
• Register for Delaware state tax accounts (Division of Revenue): income/withholding, gross receipts tax where applicable, and use the One Stop portal to register employers with withholding and unemployment programs.
• Payroll & benefits: withhold federal and state income tax and deposit federal payroll taxes per IRS schedules; register for Delaware unemployment insurance and workers’ compensation as required. If you have remote employees located in other states, register and comply with those states’ withholding, unemployment, and payroll rules — remote employees typically create employer obligations where they perform services.
• Delaware has no statewide sales tax; Delaware uses a gross receipts tax for many sellers — check whether your services are subject to gross receipts tax and whether other states require sales tax collection based on nexus/economic thresholds.
• Ongoing state obligations: keep registered agent contact info current (Division of Corporations sends notices to registered agents), maintain good corporate records, and use the Division of Corporations and Division of Revenue online portals for filings and payments. Practical action plan and timings (what to do, when)

Immediately after formation - Appoint and maintain a Delaware-licensed registered agent (Division of Corporations requirement). Save the agent contact; notices (annual tax notices) are delivered to the agent in December. - Adopt and store an Operating Agreement (for LLCs) or bylaws/corporate minutes (for corporations). - Apply for EIN (IRS) if you will employ people or have tax reporting obligations.

Within 30–90 days - Register for Delaware withholding tax and business tax accounts via the Delaware One Stop/Division of Revenue portals (for employers and business taxpayers). - If hiring employees in Delaware

register for Delaware Unemployment Insurance and workers’ compensation through the Department of Labor/One Stop. 3) Annual recurring obligations - Corporations: file Annual Report and pay franchise tax by March 1 (minimums and alternative calculation methods exist; estimated installments required if tax liability >= $5,000). Missed filings incur penalty ($200) and interest at 1.5%/month on unpaid balances. - LLC/LP/GP: pay $300 annual tax by June 1; penalties and interest apply for late payment. - Maintain registered agent and corporate records; file any required amendments, renewals, or foreign qualification filings on time. 4) Payroll & multi‑state employees - Federal: comply with IRS employment tax deposit and reporting rules (Forms 941/940, W-2/W-3). Follow deposit schedules based on tax liability. - State: withhold state income tax where each employee performs services (if that state has an income tax). For employees located in Delaware, register via the Delaware Division of Revenue (withholding) and Delaware Department of Labor (UI). Use the One Stop portal to register for multiple state employer accounts in Delaware. - For employees outside Delaware: register and comply with the other states’ withholding and unemployment insurance requirements — remote employees generally create employer obligations in the state where they work.

Sales tax and nexus - Delaware has no state sales tax; instead many sellers are subject to a gross receipts tax in Delaware. Confirm whether your services are captured by Delaware’s gross receipts tax rules and determine whether you have sales tax collection obligations in other states where you have customers (economic nexus thresholds vary by state and by product/service).

Corporate Transparency Act / BOI - Check FinCEN guidance

as of March 26, 2025 FinCEN issued an interim final rule that exempts U.S. entities created in the U.S. from BOI reporting, while foreign entities registered in the U.S. remain subject to BOI reporting with specific deadlines — verify current guidance before taking action. Common pitfalls for remote-first agencies and how to avoid them - Assuming a Delaware formation eliminates multistate payroll compliance: it doesn’t. Employees working from other states normally create registration, withholding, payroll-tax, and UI obligations in those states. Solution: track employee work locations, register in each state where employees perform services, and consult payroll provider or multistate tax counsel. - Missing Delaware LLC / corporation deadlines: Annual franchise tax (corporations) and LLC/LP/GP $300 tax have different deadlines — calendar these immediately. - Ignoring local or industry licensing: some activities require specific business licenses or professional licenses even in Delaware — check Division of Revenue/One Stop and local municipalities. - BOI confusion and scams: watch for scams (no fee to file BOI directly with FinCEN). Confirm whether your entity needs to file after the March 2025 interim final rule. Recommended resources & portals (official links) - Delaware Division of Corporations – Annual Report & Franchise Tax: https://corp.delaware.gov/frtax/ - Delaware Division of Corporations – general & registered agents: https://corp.delaware.gov/ - Delaware Division of Revenue / tax portal & One Stop: https://revenue.delaware.gov/ and https://onestop.delaware.gov/ - Delaware Department of Labor – Employer resources, Unemployment Insurance, Delaware Paid Leave: https://labor.delaware.gov/ - FinCEN – BOI / Corporate Transparency Act guidance: https://www.fincen.gov/boi - IRS – Employment taxes and federal withholding/deposit rules: https://www.irs.gov/businesses/small-businesses-self-employed/employment-taxes If you want, I can: - Turn this into a full blog post with sections, headings, SEO meta text and a downloadable compliance checklist tailored to Delaware remote-first agencies; or - Produce a state-by-state quick guide for each state where your remote employees live (to map withholding and UI registration needs); or - Draft an email newsletter version (subject line already provided) and a short checklist PDF for founders.