Delaware full compliance management

A. Delaware entity filing calendar and core state obligations - For Delaware corporations: the Annual Report and Franchise Tax are due annually on or before March 1. Failure to file/pay results in a $200 penalty plus 1.5% interest per month on tax and penalty; corporations must file their annual report online through the Division of Corporations. The Division of Corporations publishes franchise tax calculation methods (Authorized Shares and Assumed Par Value Capital) and minimum/maximum tax figures. (See State of Delaware Division of Corporations guidance.) - For Delaware LLCs/LPs/LLPs: Delaware imposes a flat annual franchise tax (commonly $300) and the LLC tax/filing deadline is June 1 (filing window generally opens January 1). Delaware LLCs generally do not file the corporate-style annual report required of corporations, but the $300 annual tax is required regardless of activity unless the entity is dissolved. Foreign (out-of-state) corporations registered in Delaware have different due dates/fees for their annual report (e.g., June 30 deadline and a $125 filing fee for foreign corporations). Active and “inactive” (not formally dissolved) entities remain subject to these obligations. - Practical compliance details: Delaware corporations should compute franchise tax using both authorized-shares and assumed-par-value methods to minimize tax, file/pay online through the Division of Corporations, and retain confirmations (certificates of good standing are only issued when filings/taxes are current). Missing deadlines can lead to loss of good standing, administrative voiding/dissolution and a reinstatement process that requires payment of back taxes, penalties and interest. B. Fees, penalties, and tax ranges - Minimum and maximum franchise tax amounts and the existence of a tier/large filer rules are set by the Division of Corporations. Penalties for late corporate filings: $200 plus 1.5% monthly interest on tax and penalty; continued non-payment can lead to void status and reinstatement costs. - LLC flat tax commonly referenced at $300 annually (due June 1); corporations face a variable franchise tax assessed by method with published minimums/maximums. C. Registered agent and registered office requirements (2025 changes) - Delaware has tightened registered agent requirements: registered agents now must maintain a physical office presence in Delaware with regular business hours (virtual/mail-forwarding-only providers no longer qualify). The state and legal commentators emphasize reviewing your registered-agent relationship to ensure physical presence and updating filings where registered-agent address was used as principal place of business. D. Federal BOI / Corporate Transparency Act (FinCEN) status and impact on Delaware entities - As of March 2025, FinCEN issued an interim final rule (and corresponding announcements) that removed the requirement for U.S. companies and U.S. persons to report BOI to FinCEN under the CTA, narrowing the reporting company definition to foreign entities that register to do business in U.S. jurisdictions. Under that interim rule, foreign reporting companies registered to do business in the U.S. before March 26, 2025, had an initial BOI filing deadline (per FinCEN) (and entities registered on or after that date had 30 calendar days after notice of registration). FinCEN’s public materials and the Federal Register IFR explain the interim scope change and temporary deadlines; the agency indicated it would solicit comments and finalize rules later. - Because FinCEN rulemaking changed the scope of mandatory BOI reporting (domestic entities exempted by the IFR), compliance teams should verify whether their entity is foreign (formed under foreign law but registered in a U.S. state) and therefore still subject to BOI filing. The FinCEN website and Federal Register are the authoritative sources and reflect the March 2025 interim final rule updates. E. Practical compliance management recommendations (what a Delaware-focused “full compliance management” program should include) - Entity inventory and status check: confirm formation dates, entity types (domestic vs foreign), Delaware file numbers, registered-agent name and physical-office status, whether entities are active or should be dissolved. - Deadlines calendar (annual): mark March 1 (corporate annual report & franchise tax), June 1 (LLC annual tax payment), and any foreign-corp specific dates (e.g., June 30 with $125 filing fee where applicable). Add reminders to compute franchise tax early, and to file at least 1–2 weeks before due dates. - Tax calculation process: compute both Authorized Shares and Assumed Par Value methods for corporations to minimize tax; keep authorized/issued shares and gross asset data accessible. - Registered-agent audit: verify agent’s in-state physical office/staffing and update agent if needed to meet new Delaware requirements. - BOI/FinCEN check: identify whether any entities are foreign reporting companies required to file BOI under the revised FinCEN IFR; if so, meet FinCEN initial-filing deadlines and maintain procedures to update BOI within the required timeframes. - Recordkeeping and proofs: retain receipts, filed reports, confirmations, and good-standing certificates; centralize notice capture (registered agent scan/digital storage) and assign owner(s) for compliance tasks. - Reinstatement and dissolution planning: complete clean-up (formal dissolution) for entities no longer needed to stop recurring tax liabilities; if reinstatement is necessary, plan for payment of back tax, penalties and interest. - Consider automation/outsourcing: use registered-agent providers that digitize notices and/or compliance platforms that track multi-entity Delaware deadlines and compute franchise tax.