Delaware compliance reports for investors

Delaware corporations: must file an Annual Report and pay Franchise Tax for the prior year on or before March 1 each year (file and pay online). Annual Report filing fees: $25 (exempt domestic corporations) or $50 (non-exempt domestic corporations) plus franchise tax.

Franchise tax minimums and caps: minimum $175 (Authorized Shares method) or $400 (Assumed Par Value Capital method), and a maximum of $200,000 (or $250,000 for Large Corporate Filers). Failure to file/pay results in a $200 penalty plus 1.5% interest per month on tax and penalty. - Delaware LLCs/LPs/GPs: no Annual Report filing requirement with the Division of Corporations but must pay an annual franchise tax of $300 for the prior year, due on or before June 1 each year.

Failure to pay results in a $200 penalty plus 1.5% interest per month on tax and penalty. - Foreign corporations (entities formed outside Delaware but registered in Delaware): must file an Annual Report on or before June 30 each year; $125 filing fee; $125 penalty for late filing. - Registered agent requirement: every Delaware entity must maintain a registered agent with a physical Delaware address; notices (including tax notices) are sent to the registered agent — keeping this current is essential for receiving Division of Corporations notices and avoiding missed deadlines. - Franchise tax calculation: Delaware provides two methods for domestic corporations (Authorized Shares method and Assumed Par Value Capital method); use the method that yields the lower tax.

Corporations owing $5,000 or more may need to make estimated payments (40% June 1, 20% Sept 1, 20% Dec 1, remainder March 1). - Dissolution/Termination: taxes continue to accrue until a proper termination filing is recorded with the state; formally dissolve to stop future tax assessments. - Beneficial Ownership / BOI (Corporate Transparency Act) as of 2025 interim final rule: FinCEN’s March 26, 2025 interim final rule exempted U.S.-formed entities (formerly “domestic reporting companies”) and U.S. persons from BOI reporting.

The revised definition treats reporting companies as foreign entities that register to do business in a U.S. state or tribal jurisdiction; such foreign reporting companies were subject to filing deadlines (e.g., reporting companies registered before March 26, 2025 had an April 25, 2025 deadline; those registering after have 30 days after registration).

Verify FinCEN’s current guidance to determine whether a particular Delaware-registered entity is required to file BOI (primarily applies to foreign entities registered in the U.S.). Practical guidance and compliance checklist for investors and founders (recommended actions):

Delaware corporations: must file an Annual Report and pay Franchise Tax for the prior year on or before March 1 each year (file and pay online). Annual Report filing fees: $25 (exempt domestic corporations) or $50 (non-exempt domestic corporations) plus franchise tax.

Franchise tax minimums and caps: minimum $175 (Authorized Shares method) or $400 (Assumed Par Value Capital method), and a maximum of $200,000 (or $250,000 for Large Corporate Filers). Failure to file/pay results in a $200 penalty plus 1.5% interest per month on tax and penalty. - Delaware LLCs/LPs/GPs: no Annual Report filing requirement with the Division of Corporations but must pay an annual franchise tax of $300 for the prior year, due on or before June 1 each year.

Failure to pay results in a $200 penalty plus 1.5% interest per month on tax and penalty. - Foreign corporations (entities formed outside Delaware but registered in Delaware): must file an Annual Report on or before June 30 each year; $125 filing fee; $125 penalty for late filing.

- Franchise tax calculation: Delaware provides two methods for domestic corporations (Authorized Shares method and Assumed Par Value Capital method); use the method that yields the lower tax. Corporations owing $5,000 or more may need to make estimated payments (40% June 1, 20% Sept 1, 20% Dec 1, remainder March 1).

- Beneficial Ownership / BOI (Corporate Transparency Act) as of 2025 interim final rule: FinCEN’s March 26, 2025 interim final rule exempted U.S.-formed entities (formerly “domestic reporting companies”) and U.S. persons from BOI reporting.

The revised definition treats reporting companies as foreign entities that register to do business in a U.S. state or tribal jurisdiction; such foreign reporting companies were subject to filing deadlines (e.g., reporting companies registered before March 26, 2025 had an April 25, 2025 deadline; those registering after have 30 days after registration).

Verify FinCEN’s current guidance to determine whether a particular Delaware-registered entity is required to file BOI (primarily applies to foreign entities registered in the U.S.). Practical guidance and compliance checklist for investors and founders (recommended actions):

• Registered agent requirement: every Delaware entity must maintain a registered agent with a physical Delaware address; notices (including tax notices) are sent to the registered agent — keeping this current is essential for receiving Division of Corporations notices and avoiding missed deadlines.
• Dissolution/Termination: taxes continue to accrue until a proper termination filing is recorded with the state; formally dissolve to stop future tax assessments.

Identify entity type and location of formation (Delaware domestic corporation vs Delaware LLC vs foreign entity registered in Delaware). Compliance obligations depend on formation jurisdiction and entity type.

Calendar key deadlines

March 1 (Delaware domestic corporations — Annual Report + Franchise Tax); June 1 (Delaware LLC/LP/GP annual $300 tax); June 30 (foreign corporations’ Annual Report deadline). Set reminders well in advance and confirm registered agent contact details. 3. For corporations, calculate franchise tax both ways (Authorized Shares vs Assumed Par Value) to minimize tax; account for estimated payments if tax owed is $5,000+.

Keep Registered Agent details current — tax and filing notices are sent to the registered agent; failure to receive notices is not an excuse for late filing.

If an entity is inactive and you do not intend to keep it, file proper dissolution/termination documents to stop future tax accruals.

Review BOI/CTR/CTA obligations for the entity

if your entity is a foreign company registered to do business in Delaware (formed outside US), confirm FinCEN BOI filing obligations and deadlines.

For investor communications

Delaware itself does not require disclosure of investors’ identities in annual reports for corporations (state annual reports gather basic officer/director info), but federal securities laws and private fund reporting obligations may impose separate disclosure duties — consult securities counsel or compliance advisor for investor-level reporting (SEC, ERISA, etc.).

Consider using a professional registered agent or compliance platform to centralize notices and filings if you manage multiple entities.