Delaware compliance after business acquisition
For businesses with Delaware connections undergoing acquisition, understanding state-level compliance obligations is crucial. Key requirements vary based on the entity type.For Delaware Corporations: Corporations established in Delaware are required to file an annual report publicly, detailing all directors, and must pay an annual franchise tax. Specifically, domestic corporations must submit their annual report and pay franchise taxes online for the preceding year by March 1st.For Delaware Limited Partnerships, Limited Liability Companies (LLCs), and General Partnerships: These entities, whether formed or registered in Delaware, are not mandated to file an annual report. However, they are required to pay an annual tax of $300.00. Both the filing and tax payment can be completed online.Foreign Qualification for Out-of-State Corporations: Delaware law stipulates that corporations formed in another state or jurisdiction but conducting business within Delaware must complete a 'Foreign Qualification' form with the Division of Corporations. This must be accompanied by a Certificate of Existence issued by their original state or jurisdiction.Maintaining Registered Agent and Tax Compliance: Once an entity is formed with the Delaware Division of Corporations, it bears the responsibility of maintaining its Delaware registered agent. Furthermore, all due taxes must be paid, and any required annual reports must be filed on or before their specified due dates.Merger Procedures: Mergers, defined as business agreements that combine two or more entities into a single surviving entity, have specific filing requirements. For domestic corporations, a Certificate of Merger must be filed with the Delaware Department of State - Division of Corporations, which involves an agency fee of $239.Changing Company Information: Should there be a need to change the name of a company registered in Delaware, or any other information officially filed at the state level, the Delaware Division of Corporations must be contacted. A certificate of amendment is required to officially enact such changes.
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