Delaware compliance for professionals (general)

Summary of Delaware compliance requirements for professionals (general) — concise guidance and checklist for US business owners and LLC founders.Key Delaware compliance obligations (state-specific):1) Entity formation & registered agent- Delaware entities (LLCs, corporations, PLLCs) must file formation/registration documents with the Delaware Division of Corporations and designate a registered agent with a physical Delaware street address and business hours for service of process. (See 8 Del. C. 132 and the Division of Corporations Registered Agents page.)2) Annual filings & state-level taxes/fees- Domestic corporations: file an Annual Report and pay franchise tax for the prior year on or before March 1 each year (online filing required). Failure to file/pay: $200 penalty plus 1.5% interest per month on tax and penalty. Annual report filing fees apply (non‑exempt domestic corporations fee $50; exempt $25) and franchise tax is calculated by statutory methods (minimums and maximums apply). (Delaware Division of Corporations: Annual Report & Tax Instructions)- LLCs/LPs/GPs (alternative entities): no annual report required with the Division of Corporations, but all domestic and foreign LLCs, LPs, and GPs formed or registered in Delaware must pay a $300 annual tax for the prior year, due on or before June 1. Failure to pay: $200 penalty plus 1.5% interest per month on tax and penalty. There is no proration; tax applies if entity is active any time during the calendar year. (Delaware Division of Corporations: LLC/LP/GP Franchise Tax Instructions)- Foreign corporations: separate annual reporting deadline (June 30) and fee for foreign corporations registered to do business in Delaware.3) State business license & occupational / professional licensing- Most businesses conducting trade or business in Delaware must obtain a State of Delaware Business License via the One Stop Business Licensing and Renewal portal (onestop.delaware.gov). License fees vary by activity (typical first-location fee example $75; additional requirements/local licenses may apply). (Delaware Division of Revenue One Stop guidance)- Profession-specific licenses and renewals are managed by the Division of Professional Regulation (DPR). DPR oversees many boards (accountancy, medical, dental, architects, cosmetology, etc.). Professionals must apply to the appropriate board for initial licensure and maintain renewals and continuing education as required. DPR provides online resources and contact/email for licensee support. (Delaware Division of Professional Regulation)4) Employer obligations- If you have employees, register as an employer via Delaware’s One Stop portal to register with the Division of Unemployment Insurance and Division of Workers’ Compensation and for withholding tax. Employers must also comply with state payroll withholding and unemployment insurance registration and contributions. (Delaware Division of Revenue / One Stop guidance)5) Foreign qualification- Out-of-state businesses doing business in Delaware generally must register (foreign qualification) with the Division of Corporations and meet the same requirements (registered agent, annual taxes/fees, business license) applicable to domestic entities conducting business in-state. (Division of Corporations and Division of Revenue guidance)6) Penalties, scams, and consumer alerts- Late or missing tax/annual filings incur monetary penalties ($200 late penalty and 1.5% monthly interest), possible loss of good standing, and eventual administrative revocation/dissolution if unaddressed. The Division of Corporations and Division of Revenue warn about deceptive third‑party solicitations; only rely on official state communications and the Division’s secure e‑filing/payment channels. (Division of Corporations consumer alert; Division of Revenue licensing guidance)7) Federal BOI / FinCEN (Corporate Transparency Act)- As of March 26, 2025, FinCEN published an interim final rule revising the BOI reporting definition: U.S.-formed entities (formerly ‘‘domestic reporting companies’’) were exempted from BOI reporting under that interim final rule; foreign entities that register to do business in the U.S. remain subject to BOI reporting with specific deadlines (entities registered before March 26, 2025 had deadlines by April 25, 2025; those registering on/after March 26, 2025 generally have 30 days after effective registration). FinCEN’s site contains alerts, FAQs, and filing links; because federal rules and litigation history have been fluid, confirm current FinCEN guidance before advising clients. (FinCEN BOI landing page and notices)Practical compliance checklist for a blog/newsletter (actionable for US business owners / LLC founders):- At formation: choose entity type (LLC vs corporation vs professional entity where applicable), file with Delaware Division of Corporations, designate a Delaware registered agent, obtain an EIN from the IRS, and create a compliance calendar.- Immediately: create an account on Delaware One Stop to register for a State Business License (if conducting trade), and register as an employer if you will have employees (withholding, unemployment insurance, workers’ comp).- Annual/recurring: pay LLC/LP/GP annual tax ($300) by June 1 (even if inactive); for corporations, file Annual Report and pay franchise tax by March 1 (use Division of Corporations online filing portal). Track late-payment penalties and interest rates.- For professionals: contact the appropriate DPR board for initial licensure and renewal rules; maintain CE and renew licenses on schedule. DPR boards vary by profession — confirm board-specific rules and fees.- Maintain registered agent service and accurate contact/officer listings; update address and registered agent promptly if changes occur.- Foreign entities: confirm whether Delaware foreign qualification is required; if registered in Delaware, follow the reporting and tax rules (foreign corp annual report due June 30, foreign alternative entity tax rules).- Monitor federal BOI/FinCEN guidance for potential reporting obligations (especially for foreign entities) and beware of scams claiming to be FinCEN or the State — no fee is required to file BOI directly with FinCEN.- Consider hiring a registered agent, accountant, and/or business attorney to manage multi-jurisdictional compliance and statutory franchise tax calculations for corporations.