Delaware compliance education for founders

Summary of research steps and findings: Steps taken - Performed targeted web searches of official Delaware sources (Division of Corporations, Division of Revenue, One Stop), Delaware Code, and federal guidance (FinCEN) plus reputable practice guides to collect state-specific compliance requirements for founders with Delaware entities. - Extracted and compressed the most relevant guidance: entity-level taxes and deadlines, registered agent requirements and statutes, corporate/LLC statute citations, federal BOI/CTA updates, employer & state tax obligations, penalties, and practical compliance actions for founders. Key findings (concise) 1) Delaware filing & tax deadlines and amounts - Domestic corporations: Annual Report and Franchise Tax due on or before March 1 each year. Penalty for not filing on or before March 1: $200 plus 1.5% interest per month on tax and penalty. Annual report fee for non-exempt domestic corporations: $50. Minimum franchise tax (Authorized Shares method) $175; minimum via Assumed Par Value Capital $400; max $200,000 (with special Large Corporate Filer cap $250,000). (Corp Division; Division of Revenue) - Foreign corporations: Annual report due on or before June 30 each year; filing fee $125; $125 penalty for late filing. (Corp Division) - LLCs, LPs, GPs (domestic & foreign registered in DE): Flat annual tax $300 due on or before June 1 each year. No annual report required for these entities, but the tax payment is mandatory. Penalty for late payment $200 plus 1.5% interest per month. (Division of Corporations) - Corporations owing $5,000 or more must pay estimated franchise taxes in quarterly installments (40% due June 1, 20% Sept 1, 20% Dec 1, remainder due March 1). (Division of Revenue) 2) Registered agent & registered office (statutory requirements) - Every Delaware entity must maintain a registered office and registered agent in Delaware. Statutory specifics appear in Title 8 (corporations) and Title 6 Chapter 18 (LLC Act). Registered agents must maintain a Delaware business office, be generally present to accept service, and comply with Secretary of State regulations. Commercial registered agents that serve >50 entities have additional qualifications. (Delaware Code; Division of Corporations) 3) Corporate/LLC statutes and formalities - Delaware General Corporation Law (Title 8) and Delaware Limited Liability Company Act (Title 6, Chapter 18) govern formation, registered agent, registered office, filings, foreign qualification, and statutory duties. Founders should adopt bylaws or operating agreements, keep a minute book, maintain corporate formalities, obtain an EIN, open separate bank accounts and document decisions to preserve limited liability and investor expectations (best-practice guidance from practitioner resources). 4) State tax & employer obligations for businesses that operate in Delaware - Businesses that operate in Delaware must obtain appropriate Division of Revenue licenses, may owe gross receipts tax, corporate income tax (if operating in DE), and must withhold payroll taxes and pay unemployment insurance for employees working in Delaware. Delaware has no state sales tax. (One Stop; Division of Revenue) 5) Beneficial Ownership Information / Corporate Transparency Act (FinCEN) - As of March 26, 2025 FinCEN issued an interim final rule revising the definition of ‘reporting company,’ exempting entities created in the United States (formerly ‘domestic reporting companies’) from BOI reporting to FinCEN; the rule focuses reporting obligations on certain foreign entities that register to do business in the U.S. Deadlines for foreign reporting companies were set (e.g., reporting companies registered before March 26, 2025 had an April 25, 2025 deadline). Founders should consult FinCEN and the Delaware Division of Corporations page for the most current BOI rules and any future changes. (FinCEN; Delaware Division of Corporations) 6) Practical guidance / checklist for Delaware founders (immediate action items) - Appoint and maintain a compliant Delaware registered agent with a physical DE office and verify agent communications. - Calendar and pay key state taxes and filings: - March 1: Domestic corporation annual report & franchise tax due (file online). Plan estimated payments if tax liability ≥ $5,000 (June 1, Sept 1, Dec 1, Mar 1 schedule). - June 1: LLC/LP/GP flat annual tax $300 due. - June 30: Foreign corporation annual report due (if applicable). - Keep corporate records: Certificate of Incorporation/Formation, bylaws/operating agreement, minutes/resolutions, cap table, stock/units ledger, and an organized minute book. - Obtain EIN, open dedicated business bank accounts, adopt IP assignment and founder equity paperwork (83(b) considerations), and maintain clear vesting and documentation. - If operating in Delaware, register with the Division of Revenue for licensing, gross receipts tax, withholding and UI accounts. - Monitor FinCEN BOI guidance and decide whether BOI filing or exemptions apply (and consider professional help if needed). 7) Common pitfalls to avoid - Missing March 1 or June 1 deadlines (penalties + interest). - Using an inadequate registered agent (virtual-office-only providers may not meet statutory requirements). - Failing to maintain corporate formalities or commingling funds. - Ignoring state tax licensing and payroll withholding when operating in Delaware. Conclusion I collected and synthesized official Delaware statutes, Division guidance, Division of Revenue materials, and federal BOI guidance to produce a founder-focused compliance education blueprint for Delaware-formed entities. The above summary is drawn from the cited sources listed below. If you want, I can now: (a) draft the full blog post (2,000–2,500 words) including a founder-friendly compliance checklist, sample minute templates, an annual compliance calendar, and suggested language for bylaws/operating agreements; (b) create a concise newsletter version for your 'default' template; or (c) produce an SEO-optimized blog with meta tags and excerpt aligned to your inputs.