Delaware compliance for local and global sellers

Entity formation and state-level ongoing compliance - Delaware entities must register with the Delaware Division of Corporations and maintain a registered agent in Delaware. Corporations must file an Annual Report and pay a franchise tax (corporate franchise tax/annual report due dates are governed by the Division of Corporations).

LLCs must pay an annual franchise tax (commonly referenced as a $300 annual tax for LLCs) and maintain required filings to preserve good standing. Failure to comply can cause penalties, interest, and loss of good standing.

Entity formation and state-level ongoing compliance - Delaware entities must register with the Delaware Division of Corporations and maintain a registered agent in Delaware. Corporations must file an Annual Report and pay a franchise tax (corporate franchise tax/annual report due dates are governed by the Division of Corporations).

LLCs must pay an annual franchise tax (commonly referenced as a $300 annual tax for LLCs) and maintain required filings to preserve good standing. Failure to comply can cause penalties, interest, and loss of good standing.

Delaware business license and One Stop registration - Any person or entity conducting a trade or business in Delaware must obtain a Delaware business license via the One Stop portal; licensing triggers registration for GRT and other employer obligations (unemployment, workers’ comp) if applicable. The One Stop portal and Division of Revenue outline stepwise registration

choose entity type, obtain EIN, file entity with Division of Corporations, then register through One Stop with the Division of Revenue.

Delaware does not have a state sales tax; Gross Receipts Tax (GRT) applies instead - Delaware imposes no statewide sales tax; however, it levies a Gross Receipts Tax on in-state receipts. GRT is an internal tax on business gross receipts from Delaware activity (rates vary by business activity), filed monthly/quarterly depending on liability. Remote sellers with no Delaware nexus typically do not owe GRT unless they have Delaware-situs activity creating nexus (physical presence, employees, in-state operations).

Marketplace facilitator and economic nexus considerations (national scope) - Marketplace facilitator laws and economic nexus rules are state-specific and mostly affect sellers when buyers are in other states that have sales/use tax. Because Delaware lacks sales tax, marketplace facilitator collection for Delaware is not the same issue as for other states — but sellers who sell into multiple U.S. states must track and comply with each destination state’s nexus and marketplace-facilitator rules (post-Wayfair thresholds such as $100k or $200k in sales or transactions in many states). Streamlined Sales Tax and state guidance list these thresholds per state.

Foreign/global sellers

federal filings, EIN, and U.S. tax considerations - Foreign sellers shipping into the U.S. should obtain an EIN when required (for payroll, some tax filing, opening U.S. bank accounts or tax reporting). U.S. tax obligations (income tax, withholding, and possibly state filing obligations) depend on whether the seller has U.S. effectively connected income or nexus in particular states. International sellers must also observe customs, duties, and import compliance when shipping goods to U.S. customers.

FinCEN BOI reporting (Beneficial Ownership Information) - Reporting companies (many corporations, LLCs, and similar entities) may be required to file Beneficial Ownership Information (BOI) reports to FinCEN under the BOI rule. FinCEN’s implementation and filing windows began in 2024 with phased deadlines and update requirements; companies created or registered before/after applicable dates have particular filing timelines and update obligations for changes. 7) Practical next steps and risks to highlight for users (actionable checklist) - If forming in Delaware

file with Division of Corporations, appoint a Delaware registered agent, obtain EIN, register for Delaware business license via One Stop, pay LLC annual tax ($300) or corporate franchise tax and file corporate annual report by required due date, and timely remit gross receipts tax if you have Delaware-sourced receipts. - If selling into Delaware but not physically present: determine whether you have Delaware nexus (generally unlikely absent in-state operations), monitor whether GRT or business license applies if you establish in-state activity (warehouse, employees, contractors). - If selling across the U.S. or globally: track destination-state economic-nexus thresholds and marketplace facilitator rules; register and collect sales/use tax where required; ensure EIN and federal tax filings (and any withholding) for foreign sellers; handle import/customs compliance. - BOI: determine whether your entity is a “reporting company” under FinCEN rules and file BOI report and updates as required. - Engage a Delaware-licensed attorney and/or U.S. CPA experienced in multi-state sales tax and international e-commerce to confirm specifics, calculations (franchise tax, GRT rates), and deadlines for your business. Why additional specialist review is recommended - Franchise tax calculations (for corporations) can be complex (alternative vs. authorized shares method) and have material cost differences; GRT rates vary by NAICS/activity and filings vary by revenue; state sales/use tax nexus rules differ by state and change frequently; FinCEN BOI and international tax/customs rules have specific exceptions and procedural steps. A qualified attorney or CPA should review entity-specific facts and filings.