Delaware company annual maintenance service

I performed parallel web research using authoritative state and federal sources and reputable firm guidance to compile comprehensive, up-to-date information on Delaware company annual maintenance requirements (for both corporations and LLCs), filing processes, fees and penalties, and relevant federal reporting obligations (FinCEN BOI). Below is a consolidated summary of the research steps, key findings, and the citations/excerpts that support them. Reasoning and summary of relevant compliance items (Delaware-specific):1) Key annual obligations- Delaware corporations: file an Annual Report and pay the Delaware Franchise Tax by March 1 each year. The Annual Report must be filed electronically through the Delaware Division of Corporations. (Deadline: March 1). - Delaware LLCs, LPs, and GPs: do not file an Annual Report, but must pay a flat $300 annual franchise tax (annual tax/fee) due June 1 each year. - LLPs/LLLPs do file annual reports (different rules). 2) Franchise tax calculation and amounts (corporations)- Two calculation methods: Authorized Shares Method (simple, tiered rates based on number of authorized shares) and Assumed Par Value Capital Method (may be cheaper for corporations with many authorized shares but limited assets). - Minimum franchise tax for corporations typically starts at $175 under the Authorized Shares method; the Assumed Par Value method often has a $400 minimum; Delaware sets a statutory maximum (reported sources cite $200,000 maximum in ordinary cases). - Corporations can choose the method that minimizes their tax but must be careful to compute correctly; registered agents and tax specialists often assist. 3) Penalties and consequences for noncompliance- Late payment/filing: common state penalty is a $200 late fee plus interest (example: 1.5% per month) on unpaid tax. Continued noncompliance can cause loss of good standing, inability to obtain Certificates of Good Standing, administrative voiding or dissolution, and difficulty completing transactions or using Delaware courts. Reinstatement/revival requires filing back reports, paying taxes, penalties, interest, and a Certificate of Revival or Renewal. 4) Registered agent requirement- All Delaware entities must maintain a Registered Agent with a physical Delaware street address. The Registered Agent receives official state notices (including franchise tax notices) and is critical to maintaining good standing. 5) Filing mechanics and helpful details- Delaware Annual Reports and franchise tax payments are filed/paid online via the Division of Corporations portal (links in citations). Corporations must include certain internal details (e.g., principal physical address not just the registered agent, names/addresses of officers and directors, and a Nature of Business field for corporations). - LLCs pay the $300 tax annually (no LLC annual report required to Delaware). 6) Federal BOI (FinCEN / Corporate Transparency Act) — important update affecting Delaware businesses- FinCEN issued an interim final rule on March 26, 2025, that revised the BOI reporting rule: it exempts entities created in the United States (previously known as “domestic reporting companies”) from BOI reporting to FinCEN. Under that IFR, the definition of “reporting company” now generally covers only certain foreign entities that have registered to do business in a U.S. state. - As a result, most Delaware domestic companies (entities formed under U.S. law) are exempt from reporting BOI to FinCEN under the IFR; however, foreign entities registered to do business in Delaware may still have BOI obligations and specific filing deadlines (FinCEN set new deadlines for foreign reporting companies). FinCEN’s Small Entity Compliance Guide and FAQ provide details on who is required to file, filing mechanics (BOI electronic filing system), update timelines, and penalties for willful violations. 7) Practical annual maintenance checklist and recommendations for a Delaware annual maintenance service- Maintain an up-to-date Registered Agent and confirm the agent’s address and contact info. - Calendar and reminder setup: Corporations — March 1 (Annual Report & Franchise Tax); LLCs — June 1 ($300 annual tax). - Gather required information early: for corporations include principal physical address, officer and director names and addresses, authorized shares, and gross assets (if using assumed par value method). - Compute franchise tax both ways (Authorized Shares and Assumed Par Value) to minimize cost; consider professional help when calculations or asset reporting are complex. - File and pay online through Delaware Division of Corporations; obtain Certificate of Good Standing if needed for banking, financing or contracts. - Maintain corporate records: minutes, resolutions, operating agreements, stock ledgers; hold required meetings as internal governance requires. - Monitor federal obligations (e.g., BOI developments) and federal tax filings (IRS deadlines). - If out of compliance, file overdue reports, pay taxes/penalties/interest, and submit the necessary revival/renewal documents to restore good standing. 8) Suggested value-adds for a professional annual maintenance service (what to offer clients)- Deadline reminders and automated filing; franchise tax minimization analysis; registered agent services; preparation and e-filing of Delaware Annual Reports; obtaining Certificates of Good Standing; assistance with reinstatement and revival; liaison with Delaware Division of Corporations for filings; counseling on FinCEN BOI exposure for foreign companies; coordination with CPAs for federal tax compliance. Citations (sources used) with verbatim excerpts supporting the above summary: