Delaware small entity compliance

Summary of required Delaware small-entity compliance (practical guidance and checklist) 1) Formation basics (initial steps) - File Certificate of Formation (LLC) or Certificate of Incorporation (corporation) with the Delaware Division of Corporations and appoint a Delaware registered agent with a physical Delaware address. Maintain the registered agent at all times. (Delaware requires a registered agent that has a business office in Delaware.) - Obtain an EIN from the IRS for banking, payroll, and federal tax filing. - Prepare an Operating Agreement (LLC) or bylaws and corporate minutes (recommended even if not filed with the state) to preserve liability protections and internal governance. 2) Annual state-level filings, taxes, deadlines and fees - LLCs/LPs/GPs: Annual franchise tax of $300.00 due on or before June 1 each year. There is no Delaware annual report filing requirement for LLCs, but the $300 tax must be paid. Penalties: $200 late penalty plus 1.5% interest per month on tax and penalty for missed payments. - Corporations (domestic): File Annual Report and pay Franchise Tax by March 1 each year. Franchise tax calculation varies (minimums exist; e.g., minimum tax thresholds cited on Division of Corporations). Fees for Annual Report filing vary (exempt domestic corporation and non-exempt domestic corporation fee lines listed on the payment page). - Maintain a registered agent and registered office in Delaware year-round; failure to maintain these can result in loss of good standing or administrative dissolution. 3) Business licensing and state taxes - State business license: Many Delaware businesses must register with the Delaware Division of Revenue and obtain a state business license (general business license) and pay applicable gross receipts taxes or other industry-specific taxes. Check Delaware Division of Revenue licensing requirements and business tax forms for sector-specific obligations. - Delaware does not impose a state sales tax, but gross receipts taxes apply to most sales and are administered by the Division of Revenue. Local city or county business licenses/permits may be required depending on operations. 4) Employer obligations (if you have employees) - Register for Delaware employer withholding tax, unemployment insurance (Division of Unemployment Insurance), and workers’ compensation as required. File payroll tax withholdings and remit on schedule. Check Delaware Dept. of Labor and Division of Revenue for registration and filing requirements. 5) Federal compliance affecting Delaware entities - Federal tax filings: LLCs and corporations must file appropriate IRS returns by federal deadlines (e.g., partnership returns, Form 1065; corporate returns Form 1120 or 1120-S). Even inactive entities can have federal filing obligations depending on tax classification—consult your CPA. - Beneficial Ownership / Corporate Transparency Act (FinCEN) — BOI reporting: Many small entities formed or registered in the United States must file beneficial ownership information (BOI) reports with FinCEN unless a statutory exemption applies. Delaware entities should evaluate CTA/FinCEN reporting obligations (exemptions exist but are narrow). Confirm deadlines and reporting procedures on FinCEN’s site and with counsel or a compliance provider. 6) Consequences of noncompliance - Failure to pay franchise taxes or file required reports can result in monetary penalties, interest, loss of good standing, inability to enforce contracts, difficulty raising capital, and administrative dissolution/voiding of the entity. Reinstatement typically requires payment of taxes, penalties, interest, and possible administrative fees. 7) Practical checklist for Delaware small entities (immediate actions & ongoing) - At formation: File formation document; appoint and maintain a registered agent in Delaware; obtain EIN; get state business license if required for your activity. - Annual: Pay LLC/partnership annual tax ($300) by June 1; corporations: file annual report and pay franchise tax by March 1. Keep registered agent current. Renew state business license as required and file gross receipts or other business tax returns with Division of Revenue. - If you have employees: register for withholding and unemployment insurance; remit payroll taxes and file returns. - Document governance: maintain operating agreement/bylaws, hold required meetings, keep records and minutes, keep entity bank accounts and personal finances separate. - BOI/CTA: Determine whether BOI filing is required and file with FinCEN where applicable. - Monitor Delaware emails/letters carefully and beware of third-party solicitations/scams (the Division of Corporations warns about deceptive solicitations). Next recommended steps for the user (US business owners and LLC founders) 1. Confirm entity type and tax classification with your attorney or CPA (affects federal filings). 2. Ensure a Delaware registered agent is appointed and contact info is up to date. 3. Mark your calendar for June 1 (LLC/LP/GP $300) and March 1 (corporation annual report & franchise tax) and set up automated reminders. 4. Check Division of Revenue for business license registration and gross receipts tax obligations; register if required. 5. Determine BOI/CTA reporting obligations and prepare to file with FinCEN if applicable. 6. Keep governance documents, minutes, and separate finances to preserve liability protection. 7. If you need, consider engaging a Delaware registered-agent provider, corporate secretary service, or accounting/tax adviser to handle recurring filings.