Delaware compliance for virtual businesses

Key takeaways and practical guidance for US business owners and LLC founders using Delaware entities or virtual business arrangements: 1) Registered agent and address rules (critical) - Delaware law requires every entity to maintain a registered agent with a physical street address and an office in Delaware that is open during normal business hours (8 Del. C. §132; Division of Corporations listing standards). The Division’s Registered Agent page and the 2025 statutory amendments make this explicit. - Important 2025 change (effective August 1, 2025): Delaware’s SB95–SB98 amendments require registered agents to maintain a physical presence and prohibit using a virtual/mail‑forwarding‑only agent. Also, corporations may not list a registered agent’s office as the corporation’s principal place of business unless the corporation actually maintains its principal business in Delaware and serves as its own registered agent. Action: Verify your registered agent maintains a staffed Delaware office; if you use a low-cost mail‑only provider you must switch to a compliant agent immediately to avoid rejected filings or loss of good standing. 2) Annual filings and state taxes (deadlines and amounts) - Corporations: Annual report and franchise tax due on or before March 1 each year (file online). Minimum franchise tax currently $175; penalties apply for late filing (e.g., $200 penalty plus interest). Corporations must now include a brief description of business activity on the franchise tax report (SB95). - LLCs/LPs/GPs (domestic): Pay an annual tax ($300) due June 1 each year. Foreign corporations (registered to do business in DE) file an annual report by June 30 (fee and penalties noted). Action: Calendar March 1 (corporations) and June 1 (LLC tax) deadlines; confirm the correct entity type and method to pay. 3) Corporate Transparency Act (FinCEN BOI) — latest status (must confirm current guidance) - FinCEN updated its guidance March 26, 2025: U.S. domestic entities and U.S. persons are no longer required to report BOI to FinCEN under that interim rule; foreign reporting companies that meet the reporting company definition have filing deadlines (reporting companies registered before March 26, 2025 must file by April 25, 2025; entities registered on or after March 26, 2025 have 30 days after registration). The Delaware Division of Corporations links to FinCEN for the latest CTA guidance and lists third‑party filing services. Action: Check FinCEN’s BOI page for the definitive current rule applicable to your company (U.S. vs foreign reporting company) and consider using a registered agent or a specialist service for BOI filings if required. 4) Delaware taxes affecting virtual sellers (gross receipts; sales tax note) - Delaware has no statewide sales tax, but businesses that have nexus and sell in Delaware may still have obligations — notably Delaware imposes a gross receipts tax on sellers doing business in the state. If you are actively doing business in Delaware or have sufficient contacts/nexus, register with the Delaware Division of Revenue and review gross receipts tax requirements and rates; use Delaware’s One Stop business registration for Employer & Business tax registrations. Action: Determine whether your remote or virtual activities create Delaware nexus (sales, physical presence via employees/fulfillment, or other connections). If yes, register for gross receipts tax and file as required. 5) Employer obligations if you hire Delaware workers - If you hire employees who work in Delaware (even remotely), you must register as an employer with Delaware (withholding and unemployment insurance) via Delaware’s One Stop system/Division of Revenue and comply with state payroll withholding and unemployment tax rules. Action: For any Delaware‑based employees, register before payroll and set up withholding and unemployment filings. 6) Governance, records, and best practices for virtual businesses using Delaware entities - Maintain accurate Delaware mailing and contact information (do not use a mail‑only registered office as principal office). Keep up‑to‑date corporate records and operating agreements; update governance documents to reflect any new statutory ratification/validation rules (SB98 etc.). Use a compliant, in‑state registered agent and log its contact information in your records. Consider professional help (Delaware‑based corporate counsel or registered‑agent provider) to handle filings, CTA/BOI submissions (if applicable), and tax registration. Practical compliance checklist (immediate steps) - Confirm registered agent meets physical presence standard and update agent if not. - Update filings so the registered agent address is not used as principal place of business unless you actually operate there and are your own agent. - Calendar and pay entity taxes and reports: March 1 (corporate reports/franchise tax), June 1 (LLC/LP/GP tax), June 30 for foreign corporations’ annual report where applicable. - Review whether you have Delaware gross receipts tax nexus; register with Division of Revenue if so. - If you employ Delaware workers, register for withholding and unemployment via One Stop. - Check FinCEN BOI guidance (and Delaware’s CTA page) for current BOI filing obligations and deadlines; file or engage a provider if required. - Audit governance documents (operating agreement, bylaws) and update as needed per 2025 statutory changes.