Delaware compliance for dropshipping companies

I performed targeted web searches of Delaware state resources and reputable business-law/formation guides (Shopify, HarborCompliance, BizFilings, Discern, DBL Lawyers) to gather up-to-date, Delaware-specific compliance requirements that affect dropshipping businesses formed as Delaware LLCs. Below is a concise research summary and the key compliance items you’ll need to address when operating a dropshipping company using a Delaware entity. Summary of research steps and sources - Ran searches for Delaware LLC formation, Delaware business license and gross receipts tax, Delaware annual filing and franchise/LLC tax deadlines, nexus rules for inventory/third-party fulfillment (FBA/warehouses), marketplace facilitator and multistate sales tax obligations, and employer/payroll registration requirements. - Prioritized official Delaware resources (Division of Corporations and Division of Revenue) and trusted formation/compliance guides (HarborCompliance, Shopify, BizFilings, Discern, DBL Lawyers) to verify deadlines, fees and practical steps. Key findings (actionable summary for dropshipping companies formed in Delaware) 1) Entity formation and basic Delaware requirements - File a Certificate of Formation with the Delaware Division of Corporations to create a Delaware LLC; appoint and continuously maintain a Delaware registered agent with a physical Delaware address. (Delaware requires a registered agent.) - Typical formation filing fee is around $90–$110 (varied by filing method and expedites). Obtain an EIN from the IRS after formation. 2) Annual state obligations for Delaware LLCs - Delaware LLCs must pay a flat annual LLC tax/fee (commonly cited as $300) that is due annually (commonly noted as due June 1 for LLCs). Note: corporations have different deadlines and reporting requirements. (Confirm exact current due dates and payment process on Division of Corporations site.) 3) Business license and gross receipts tax (Delaware-specific taxes) - Delaware has no state sales tax, but it does impose a state-level gross receipts tax on businesses that have receipts from sales made in Delaware. If your LLC “does business” in Delaware or has sales sourced to Delaware (e.g., if you store inventory or fulfill orders inside DE), you will likely need a Delaware business license and may owe gross receipts tax. The Division of Revenue/One Stop (CRA combined registration) is the portal to register for a business license and tax accounts. 4) Nexus and inventory (Fulfillment-by-Amazon, third-party warehouses) - Holding inventory or using fulfillment centers/warehouses located in Delaware creates a physical presence (nexus) that can trigger state registration, business license, gross receipts tax or other obligations in Delaware. Even if Delaware has no sales tax, inventory/fulfillment presence can create tax registration duties. 5) Sales tax obligations to other states - Even when incorporated in Delaware, a dropshipping company must collect and remit sales tax in states where it has nexus (economic or physical). Marketplace facilitator laws in many states often place collection obligations on marketplaces (Amazon, Shopify Payments, etc.), but sellers must still monitor nexus and registration requirements in each destination state. Economic nexus thresholds vary by state. 6) Employer/payroll and other registrations - If you hire employees, register with Delaware’s Division of Unemployment Insurance and withhold/pay state payroll withholding and unemployment taxes as required. Use the Combined Registration Application (CRA) to register for business license, withholding, UI, and other state tax accounts. 7) Practical compliance checklist (recommended steps) - Maintain a Delaware registered agent and keep agent contact info current. - File Certificate of Formation and obtain EIN; create an operating agreement and open a business bank account. - Pay the Delaware LLC annual tax/fee on time (commonly $300; verify current due date and payment method). - Determine whether you “do business” in Delaware (inventory, employees, physical presence). If yes, register for a Delaware business license via One Stop and account for gross receipts tax. - Track where your inventory is stored (FBA/3PL locations) and register in states where physical nexus exists; monitor economic nexus thresholds for remote sales in other states and register/collect where required. - Keep and use resale/exemption certificates when making tax-exempt purchases for resale (subject to each seller state’s rules). - If selling through marketplaces, understand which sales the marketplace collects under facilitator laws and which sales you must remit directly. - Consult a CPA or sales-tax specialist for multi-state compliance and to set up sales-tax automation and nexus monitoring. Limitations and next verification steps - I prioritized recent guidance from state and formation resources, but you should verify the current amounts/due dates (e.g., LLC flat fee, exact due date) directly on Delaware Division of Corporations and Division of Revenue web pages before publishing or taking final action. State rules and fees can change year-to-year. If you want, next I can: - Extract authoritative verbatim language and link directly to the Division of Revenue pages (gross receipts tax, nexus questionnaire) and Division of Corporations pages (LLC filing, registered agent, annual tax payment) for inclusion in the blog and newsletter. I can also draft the full blog post and newsletter content targeted to US business owners/LLC founders with a compliance checklist, template language for registration steps, and citations.