Delaware compliance for dormant LLCs

Research summary and key findings for: Delaware compliance for dormant LLCs. Steps taken: 1) Per the research coordinator process, I ran broad web searches and extracted authoritative content focused on Delaware rules for dormant (inactive) LLCs using the Division of Corporations and related official pages as priority sources. Tools used: search_and_extract_tool (broad search & scrape) and extract_engine_tool (direct scrape of specific Delaware Division of Corporations pages and the Certificate of Revival form). Analysis and synthesized findings (concise): - Annual franchise tax for LLCs/LPs/GPs: Delaware requires all domestic and foreign Limited Liability Companies, Limited Partnerships, and General Partnerships formed or registered in Delaware to pay an annual tax of $300.00 for the prior year. This fee applies regardless of business activity — i.e., dormant LLCs still owe it unless the entity has been formally terminated. The tax is due on or before June 1 each year. - Annual report: LLCs (and LPs/GPs) do not have a Delaware annual report filing requirement (the $300 tax is required but no separate annual report for these entity types). - Penalties & interest: Failure to pay the required annual tax results in a penalty of $200.00 plus interest at 1.5% per month on tax and penalty until paid. - Registered agent requirement: Delaware requires every entity to maintain a registered agent with a physical Delaware street address. Losing a registered agent (or the agent resigning) and not appointing a new one within the required time can cause loss of good standing (forfeiture/resignation statuses are possible). - Consequences of continued nonpayment/noncompliance: Nonpayment and failure to maintain required filings or registered agent status can lead to loss of good standing and eventually administrative cancellation/void/forfeiture. Taxes continue to accrue until the state files an official termination document; unpaid back taxes/penalties remain due. - Reinstatement / Revival: If an LLC becomes inactive/void/forfeited for nonpayment, revival requires paying all outstanding taxes, penalties and interest and filing a Certificate of Revival for a Delaware LLC. The Delaware Certificate of Revival form (LLC) references Title 6, Section 18-1109 and indicates a $200 filing fee for the Certificate; the franchise tax section must be contacted and any taxes due paid when submitting the revival form. - Filing & payment channels: Delaware provides online payment and document upload services (Division of Corporations e-filing), and the Franchise Tax section can be contacted by phone/email. Registered agents typically receive the state's compliance notices (Division sends notices to registered agents in December), so keeping an active Delaware registered agent is a key practical step. Practical guidance for US business owners / LLC founders (high-level actionable steps): - If you intend to keep an LLC dormant but retain it: maintain an active registered agent in Delaware; pay the $300 franchise tax by June 1 each year; monitor notices from your registered agent and the Division of Corporations; track penalties/interest that accumulate if payment is late. - If you want to stop recurring costs/obligations: file a formal Certificate of Cancellation (dissolution) with Delaware (follow Division of Corporations dissolution process) and ensure any final taxes/fees are paid so the entity is officially terminated. - If your entity has already been forfeited/voided: contact the Franchise Tax Section, calculate/pay all back taxes/penalties/interest, and file the Certificate of Revival (pay $200 filing fee) to restore good standing. Consider using a registered agent or a corporate services provider to assist with reinstatement. - Other considerations: Federal tax filings may still be required depending on how the LLC is taxed (partnership, disregarded entity, corporation). State-level business license or gross receipts taxes may apply if you operate in Delaware; consult a CPA or Delaware counsel for tax-specific questions. This research used authoritative Delaware Division of Corporations pages and the official Certificate of Revival form as primary sources. The findings above summarize the necessary compliance items for a dormant Delaware LLC and practical next steps for maintaining, dissolving, or reviving an LLC.