Delaware company legal structure compliance

Formation basics - Corporations: file Certificate of Incorporation with the Delaware Division of Corporations (use Division’s online services). Corporations should adopt bylaws, issue stock, maintain minutes and corporate records. (See Division of Corporations resources for forms and filing procedures.) - LLCs: file a Certificate of Formation (Delaware Division of Corporations). Draft and maintain an operating agreement reflecting member rights and management structure. 2) Registered agent requirement - Both Delaware corporations and LLCs must designate and maintain a registered agent with a physical Delaware address (Division of Corporations provides registered agent information and services links). 3) Annual filings, taxes, deadlines, and calculation notes - Delaware corporations: must file an Annual Report and pay the Annual Franchise Tax together by March 1 each year. Delaware provides two calculation methods (Authorized Shares method and Assumed Par Value Capital method); companies should calculate both and choose the method that minimizes tax. Penalties and interest apply for late filings. (Division guidance; practitioner guides.) - Delaware LLCs/LPs/GPs: required to pay an annual entity tax (commonly described as $300 for LLCs) — practitioner sources and Delaware guidance indicate LLC annual tax timing (practitioner notes reference June 1 deadline for LLC tax). LLCs typically do not file an annual report like corporations but must pay the flat annual tax and comply with state revenue classification rules. 4) Penalties, good standing, and consequences of noncompliance - Late filings and unpaid franchise taxes produce penalties and interest, can cause loss of good standing, administrative voiding or dissolution, and complicate banking, fundraising, contracts, and reinstatement (which requires payment of back taxes, penalties, and interest). - Practitioner content notes a $200 late penalty and interest (1.5% per month) as common consequences for missed franchise tax deadlines (confirm current amounts on Division pages during drafting). 5) Federal and other regulatory interactions - Federal filings: obtain EIN with the IRS; file federal tax returns according to entity tax classification (e.g., partnership, disregarded entity, S-Corp, C-Corp). Delaware Division and Revenue pages remind taxpayers that federal obligations remain separate. - Corporate Transparency Act / BOI: Delaware Division has information pages on CTA and entities must evaluate whether they must file Beneficial Ownership Information reports with FinCEN (link state guidance to FinCEN resources). 6) Practical compliance guidance for US business owners / LLC founders - Maintain an accurate registered agent and contact info in state records; update immediately after any change. - Maintain governing documents (bylaws, operating agreements), corporate minutes, and ownership/issuance records to support filings and due diligence. - Calculate corporation franchise tax both ways each year before filing; file the annual report and pay taxes early to avoid penalties. - For LLCs, ensure timely payment of the flat annual tax and confirm any state tax return filing obligations based on federal classification. - Track deadlines in a compliance calendar; consider a registered-agent or compliance service, and consult Delaware counsel or tax advisor for complex share structures, reinstatements, foreign qualification, or tax elections.

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