Delaware compliance blueprint for founders

Delaware entity annual obligations (state-level) include: Corporations must file an Annual Report and pay Franchise Tax by March 1 each year. Failure to comply can result in loss of good standing and administrative voiding.

LLCs, LPs, GPs, and other alternative entities are subject to an annual tax (commonly $300 for LLCs) due June 1 each year, payable online through the Delaware Division of Corporations portals. Every Delaware entity must also maintain a Delaware-licensed Registered Agent; failure to do so can lead to loss of good standing and administrative issues.

The Division of Corporations offers online services for filing, paying taxes, and checking entity status. Delaware franchise tax for corporations can be calculated using statutory methods (authorized shares method) or the alternative assumed par value method, with fees varying based on authorized shares and par value.

Corporate annual report filing is coupled with the franchise tax payment. Other state tax and licensing considerations include Delaware's gross receipts taxes and state-level corporate income taxes, managed by the Division of Revenue.

Founders should review revenue.delaware.gov and the Gross Receipts Tax portal for industry-specific obligations. Local business licenses or trade-name (DBA) registrations may also apply depending on the operational location within Delaware.

If hiring employees, registration for employer withholding and unemployment insurance with Delaware labor and the Division of Revenue is required, following specific tax registration and filing cycles.

For federal filings, founders must obtain an Employer Identification Number (EIN) from the IRS online. IRS guidance recommends forming the entity with the state before applying for an EIN, and the online assistant can issue an EIN immediately during availability windows.

A significant federal change regarding BOI / FinCEN (Corporate Transparency Act) as of March 26, 2025: FinCEN issued an interim final rule that removes the requirement for U.S. domestic entities to report Beneficial Ownership Information (BOI).

The rule revises the definition of 'reporting company' to include only foreign entities that have registered to do business in the U.S. Foreign entities registered before March 26, 2025, must file BOI reports by April 25, 2025, while those registering on or after March 26, 2025, have 30 calendar days to file after effective registration notice.

FinCEN has also stated it will not enforce BOI reporting penalties against domestic companies while this rule is in effect. Practical corporate governance and compliance items founders should adopt include: preparing and retaining a corporate minute book (bylaws, operating agreement, meeting minutes, stock ledger, IP assignment agreements, equity documents, corporate resolutions).

It is also recommended to maintain a registered agent, timely pay franchise/LLC taxes and file required reports, preserve separate bank accounts and records, and observe corporate formalities to protect limited liability.

Founders should consider foreign qualification if doing business outside Delaware, registering in those states and filing annual renewals. Penalties and risks for noncompliance in Delaware and federally can include administrative dissolution/voiding, loss of good standing, inability to obtain certificates of good standing, fines/penalties, and potential personal exposure if corporate formalities are ignored.

Delaware entity annual obligations (state-level) include: Corporations must file an Annual Report and pay Franchise Tax by March 1 each year. Failure to comply can result in loss of good standing and administrative voiding.

LLCs, LPs, GPs, and other alternative entities are subject to an annual tax (commonly $300 for LLCs) due June 1 each year, payable online through the Delaware Division of Corporations portals. Every Delaware entity must also maintain a Delaware-licensed Registered Agent; failure to do so can lead to loss of good standing and administrative issues.

The Division of Corporations offers online services for filing, paying taxes, and checking entity status. Delaware franchise tax for corporations can be calculated using statutory methods (authorized shares method) or the alternative assumed par value method, with fees varying based on authorized shares and par value.

Corporate annual report filing is coupled with the franchise tax payment. Other state tax and licensing considerations include Delaware's gross receipts taxes and state-level corporate income taxes, managed by the Division of Revenue.

Founders should review revenue.delaware.gov and the Gross Receipts Tax portal for industry-specific obligations. Local business licenses or trade-name (DBA) registrations may also apply depending on the operational location within Delaware.

If hiring employees, registration for employer withholding and unemployment insurance with Delaware labor and the Division of Revenue is required, following specific tax registration and filing cycles.

For federal filings, founders must obtain an Employer Identification Number (EIN) from the IRS online. IRS guidance recommends forming the entity with the state before applying for an EIN, and the online assistant can issue an EIN immediately during availability windows.

A significant federal change regarding BOI / FinCEN (Corporate Transparency Act) as of March 26, 2025: FinCEN issued an interim final rule that removes the requirement for U.S. domestic entities to report Beneficial Ownership Information (BOI).

The rule revises the definition of 'reporting company' to include only foreign entities that have registered to do business in the U.S. Foreign entities registered before March 26, 2025, must file BOI reports by April 25, 2025, while those registering on or after March 26, 2025, have 30 calendar days to file after effective registration notice.

FinCEN has also stated it will not enforce BOI reporting penalties against domestic companies while this rule is in effect. Practical corporate governance and compliance items founders should adopt include: preparing and retaining a corporate minute book (bylaws, operating agreement, meeting minutes, stock ledger, IP assignment agreements, equity documents, corporate resolutions).

It is also recommended to maintain a registered agent, timely pay franchise/LLC taxes and file required reports, preserve separate bank accounts and records, and observe corporate formalities to protect limited liability.

Founders should consider foreign qualification if doing business outside Delaware, registering in those states and filing annual renewals. Penalties and risks for noncompliance in Delaware and federally can include administrative dissolution/voiding, loss of good standing, inability to obtain certificates of good standing, fines/penalties, and potential personal exposure if corporate formalities are ignored.