Delaware compliance coaching for new entrepreneurs

Franchise tax and annual report deadlines and amounts: - Corporations: Annual report and franchise tax due on or before March 1 each year. Penalty for late filing: $200 plus 1.5% interest per month on tax and penalty. Filing and payment are required online through the Division of Corporations portal. (Source: Delaware Division of Corporations) - LLCs/LPs/LLPs: Annual tax (franchise tax) for alternate entities is payable; the Division provides a separate pay/alt-entity tax page. Recent guidance and third-party summaries indicate Delaware LLCs pay a flat $300 annual tax with a filing/payment deadline of June 1 (2026 filing window opens Jan 1, 2026). Confirm these entity-specific deadlines when drafting content for the current tax year, but cite Division pages for official due dates. - Franchise tax calculation for corporations: Delaware offers Authorized Shares and Assumed Par Value Capital methods; minimums and maximums apply (minimum tax $175 using Authorized Shares method; Assumed Par Value minimum $400; maximum tax caps at $200,000 for typical filers; Large Corporate Filers may have different caps). The Division has a franchise tax calculation page and explanatory materials. - Registered agent requirement: All domestic Delaware corporations and LLCs must maintain a registered agent with a Delaware physical address. The Division’s Registered Agents page is the authority; recent statutory amendments prohibit relying solely on virtual office/mail-forwarding services for registered agent duties. This is important coaching advice when choosing an agent. - Delaware One Stop business license portal: Use the One Stop portal to register and license businesses, register as a new employer, handle withholding registration, and access hiring resources (LaborFirst, EARNS retirement program information). One Stop links to Division of Revenue and Division of Corporations resources and is the centralized portal for licenses and employer registrations. - Delaware Division of Revenue and taxes: The Division of Revenue handles business taxes, withholding, and will be moving DBA registration processes to OneStop (effective Feb 2, 2026 per their notice). New features in the tax portal include estimated tax payment capabilities. Coaches should direct clients to tax.delaware.gov for payments and to check Division updates regularly. - BOI / FinCEN: As of March 26, 2025, FinCEN issued an interim final rule that removes BOI reporting requirements for entities created in the United States (domestic reporting companies). The updated rule narrows “reporting company” to certain foreign entities that register to do business in the U.S. Therefore, U.S. domestic entities were exempted from BOI reporting under that interim final rule. Coaches should still monitor FinCEN guidance and confirm whether a client is a foreign entity required to report, and warn about scams (FinCEN fraud alerts). - Recent Delaware statutory amendments (2025): Multiple 2025 amendments to Delaware corporate, LLC, and partnership laws became effective Aug 1, 2025, affecting filings, revocation/restoration, franchise tax reporting content requirements, and registered agent rules. Coaches should cite authoritative summaries (Delaware bills and Division guidance) and counsel clients to consult counsel for complex corporate actions. Practical coaching checklist and recommendations (for blog/newsletter content) - At formation: choose a reliable Delaware registered agent (with physical presence and valid service capabilities), prepare and store the LLC operating agreement or corporate bylaws, obtain EIN (IRS), and register for state employer withholding/unemployment through One Stop if hiring. - Calendar and automate: mark corporation March 1 deadline and LLC June 1 deadline (verify current year) for franchise taxes; set reminders 60 and 30 days before; automate payments or use a compliance platform or registered agent service for alerts and filings. - Taxes and filings: confirm entity tax classification with IRS (Form 8832 if electing C/S/partnership status) and file federal returns as required; use Division of Revenue resources for state taxes and One Stop to register for licenses and employer accounts. - Ongoing governance: maintain good standing by timely paying taxes and filing reports; keep registered agent and principal office addresses current; document ownership and capital contributions; hold required meetings and keep minutes where applicable. - Scams and vendor selection: warn entrepreneurs about third-party solicitations that mimic state notices; direct them to Division of Corporations for official filings and to FinCEN for BOI guidance. - Special cases: foreign entities must foreign-qualify in Delaware if transacting business and must file and pay appropriate fees; certain entity reorganizations, revivals, or validation filings may require prior-year tax filings to be paid upon reinstatement (per 2025 amendments).

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