Delaware compliance obligations calculator

Summary of relevant findings for a Delaware compliance obligations calculator (concise, authoritative):1) Delaware corporate (stock/non-stock for-profit) franchise tax — methods, minimums/maximums, and estimated payments - Two calculation methods (choose the lesser): - Authorized Shares Method: tiers based on number of authorized shares (minimum $175; e.g., 5,000 shares or less = $175; 5,001–10,000 = $250; add $85 per additional 10,000 shares or portion). - Assumed Par Value Capital Method: based on issued shares and total gross assets (minimum $400); tax is $400 per $1,000,000 (or portion) of assumed par value capital; examples and prorating rules available on state page. - Minimums/maximums/estimated payment schedule: - Minimum tax: $175 (Authorized Shares) or $400 (Assumed Par Value). - Maximum tax: $200,000 (standard cap). - Corporations owing $5,000 or more must make estimated payments: 40% due June 1, 20% due September 1, 20% due December 1, and the remainder due March 1 (with the annual report). - Corporate deadline: Annual report and franchise tax for corporations due March 1 (state site describes the March 1 timing relative to payment). - Practical calculator inputs: authorized shares, issued shares, par values by share class, total gross assets (Schedule L), fiscal year end, whether tax liability ≥ $5,000 (to trigger estimated payment schedule). 2) LLCs, LPs, and GPs (alternative entities) — flat annual tax and deadline - Annual tax: $300 per entity (applies to domestic and foreign LLCs, LPs, GPs formed/registered in Delaware). - Due date: on or before June 1 each year. - No annual report required for LLCs/LPs/GPs (but the tax must be paid). - Penalty/interest: late payment penalty $200 plus interest at 1.5% per month (state pages describe penalty and interest accrual). - Practical calculator inputs: entity type (LLC/LP/GP), whether payment has been made by June 1, and computation of late penalty + 1.5% monthly interest if late.3) Delaware corporate income tax (separate from franchise tax) - Rate: 8.7% on federal taxable income allocated and apportioned to Delaware. - Due date: calendar-year filers due April 15 of the following year (fiscal-year filers due the 15th day of the fourth month following the close of the fiscal year). Federal extension extends Delaware filing due date (but not time to pay). - Practical guidance: for a compliance calculator, include an option to flag corporate income tax filing (8.7% rate), link to instructions and note that Delaware requires an attached pro forma federal return and does not accept consolidated returns.4) Gross Receipts Tax (state-level, transactional tax separate from corporate income tax) - Nature: tax on total gross revenues (paid by seller/provider), rates vary by business activity. - Rates: ranges approximately from 0.0945% to 0.7468% depending on NAICS/business activity. - Filing frequency: monthly or quarterly depending on a business’ gross receipts (new businesses start as quarterly filers). - Due dates: monthly filers due by the 20th of the following month; quarterly filers due on or before the last day of the first month after the quarter. - Penalties: late filing penalty = 5% per month plus interest 0.5% per month; additional penalty of 1% per month (up to 25%) may apply for failure to pay (statutory citations on state page). - Practical calculator inputs: business activity (to lookup rate/exclusion), gross receipts for period, filing frequency (monthly/quarterly), and look-back logic to determine frequency.5) BOI / FinCEN Beneficial Ownership Information - Key update (important for content): as of the March 26, 2025 interim final rule, FinCEN revised the reporting-company definition to exclude domestic U.S. entities: "All entities created in the United States — including those previously known as ‘domestic reporting companies’ — and their beneficial owners are now exempt from the requirement to report beneficial ownership information (BOI) to FinCEN." - Foreign entities that register in the U.S. may still have BOI deadlines (with specific transition deadlines described for foreign reporting companies). - Practical guidance: explain the federal CTA/BOI background, then state the current FinCEN interim final rule relief for domestic U.S. entities and include links to FinCEN for updates (because rulemaking could change). 6) Registered agent and other operational compliance notes (practical guidance) - Delaware requires a registered agent (corporations and other entities must maintain a registered agent with a Delaware address; include a short section explaining the requirement and typical cost ranges from service providers). - Business licenses: Delaware may require state-level business licensing for certain activities and local licenses—gross receipts exemptions and specific licensing details must be checked with Division of Revenue and local authorities. - Employer taxes: employers should account for state withholding, unemployment insurance and payroll filing rules (these are separate state obligations and should be linked to Delaware Division of Revenue and Division of Unemployment Insurance resources). 7) Penalties and interest (summary) - Franchise tax (corporations): interest/penalty rules tied to missed deadlines and underpayment; estimated payments apply if liability ≥ $5,000. - LLC/LP/GP: $200 late payment penalty and 1.5% monthly interest on tax and penalty. - Gross receipts: 5% per month penalty for late filing + 0.5% per month interest; additional 1% per month (up to 25%) for failure to pay. - Corporate income tax: penalties/interest—5% per month penalty plus 0.5% per month interest (see corporate income tax FAQ).