Delaware compliance for micro-agencies

Summary — what small/micro-agencies (typically LLCs or partnerships) formed or doing business in Delaware must know and do: 1) Delaware entity formation and registered agent - File your Certificate of Formation (LLC) with the Delaware Division of Corporations when forming. Delaware entities must maintain a Delaware registered agent (a physical Delaware address for service). Keep formation documents and an Operating Agreement for internal governance and bank requirements. 2) Annual Delaware entity tax and filings - LLCs/LPs/GPs: pay the flat annual alternative-entity tax of $300.00 on or before June 1 each year. (No annual franchise tax report required for LLCs, but timely payment is required to remain in good standing.) - Corporations have different filing dates and calculations (annual report + franchise tax due March 1), but micro-agencies commonly elect LLC structures to simplify compliance. 3) Delaware business license and gross receipts tax - Any person or entity conducting a trade or business in Delaware must obtain a Delaware business license from the Division of Revenue (register using the One Stop Business Licensing and Registration Service). Delaware has no state sales tax, but it imposes a gross receipts tax on most business activity (rates vary by activity). Most licenses expire December 31; first-year licenses may be prorated. 4) Employers and payroll obligations - If you hire employees, register as an employer for Delaware withholding and unemployment insurance; register with the Division of Unemployment Insurance and the Office of Workers’ Compensation. Withhold and remit state withholding tax for employees as required. Use the One Stop portal to register with the Division of Revenue, Division of Unemployment Insurance and Workers’ Compensation. - Note: Delaware Paid Leave insurance begins Jan 1, 2026 and will affect employers with 10+ employees (plan for compliance if applicable). 5) Federal requirements (EIN, IRS filings, BOI / FinCEN) - Obtain an EIN from the IRS if you have employees or choose to have a separate federal tax ID. File appropriate federal tax returns for your LLC (disregarded entity, partnership return, or corporate return depending on tax election). - Beneficial Ownership Information (BOI) reporting: as of FinCEN’s March 26, 2025 interim final rule, entities created in the United States (domestic entities) were exempted from BOI reporting; foreign entities registered to do business in the U.S. may still have BOI reporting obligations and new deadlines. Confirm BOI obligations for any foreign-formed entities that register in Delaware. 6) Practical ongoing compliance checklist for a Delaware micro-agency - Maintain a Delaware registered agent and current contact/address with Division of Corporations. - Pay the $300 annual alternative-entity (LLC) tax by June 1 each year; avoid $200 penalty + interest for late payment. - Obtain and, each December, renew your Delaware business license via One Stop (or online renewal). Track gross receipts tax reporting and payments if applicable. - Register for and remit payroll withholding, unemployment insurance and workers’ compensation if you have employees. Prepare for Delaware Paid Leave rules if you will have 10+ employees. - Keep EIN, operating agreement, bank account, bookkeeping, liability and professional insurance, applicable local permits, and any required professional licenses. - Watch for scams/third-party solicitations — pay only via official State sites (Division of Corporations, Division of Revenue, FinCEN) and confirm solicitations are from the State. Suggested next steps for a micro-agency founder (practical sequence): 1. Confirm entity choice (LLC common for micro-agencies); file Certificate of Formation and designate a Delaware registered agent. 2. Get an EIN from the IRS and open a business bank account. 3. Register for a Delaware business license via One Stop (Division of Revenue) and determine gross receipts tax classification. 4. If hiring, register for withholding and unemployment insurance and set up workers’ comp coverage. 5. Schedule the $300 annual entity tax payment (due June 1 each year) and set calendar reminders for business license renewal (Dec 31) and any Federal/State filings. 6. Document governance (Operating Agreement), maintain good records, and consult a Delaware-licensed attorney or CPA for any industry-specific licenses, tax elections or if your entity is foreign-formed. If you want, I can now: (A) expand this into a full blog post tailored to US micro-agencies with section-by-section guidance and sample language for an Operating Agreement & registered-agent checklist, (B) produce a newsletter draft using your provided template and subject line, or (C) create a one-page compliance checklist/calendar with links and reminders.