Delaware compliance competence development

Registered Agent: Delaware law requires every entity to appoint and maintain a Registered Agent with a physical street address in Delaware. Registered Agents must be generally present during normal business hours to accept service of process and to forward tax/billing information. Franchise Tax and Annual Filings: Delaware corporations must file an Annual Report and pay franchise tax by March 1 each year. Minimum and maximum franchise-tax amounts apply, and estimated-payment rules exist for taxpayers owing $5,000 or more. The penalty for failing to file an Annual Report by March 1 is $200; interest accrues at 1.5% per month on unpaid balances. Delaware LLCs/LPs/GPs do not file an Annual Report but must pay an annual tax of $300. Taxes are due on or before June 1 each year. The penalty for non-payment or late payment is $200 and interest accrues at 1.5% per month. Good Standing / Certificates: Certificates of Status (short form $50; long form $175) and expedited ordering are available at filing time or afterward; certain matters (e.g., ending existence, reinstatement) may require contacting the Franchise Tax Section in advance. Reinstatement / Administrative Dissolution: Failure to meet filing/payment obligations can lead to loss of good standing or administrative dissolution. Delaware imposes penalties, interest, and may require payment of outstanding tax/penalty/interest and filing of documents for reinstatement. The Franchise Tax Section contact information is published for questions prior to filing dissolution/renewal filings. Federal BOI / Corporate Transparency Act (FinCEN): As of the March 26, 2025 interim final rule, FinCEN narrowed the definition of 'reporting company' to entities formed under the law of a foreign country that have registered to do business in any U.S. state (i.e., foreign reporting companies). The interim rule exempts entities previously considered domestic reporting companies (U.S.-formed entities) from reporting BOI to FinCEN. The interim rule establishes filing deadlines for foreign reporting companies (e.g., entities registered to do business in the U.S. before March 26, 2025 had a filing deadline of April 25, 2025; entities registering on or after March 26, 2025 must file within 30 calendar days after registration). FinCEN's page and FAQs describe penalties (civil penalties per day adjusted for inflation, criminal penalties including fines and imprisonment) and emphasize the guidance is evolving while rulemaking proceeds. Practical Compliance Checklist: 1. Confirm Registered Agent name and Delaware street address; update agent details promptly if changed. 2. Add Delaware deadlines to compliance calendar: March 1 (corporate annual report + franchise tax payment), June 1 (LLC/LP/GP $300 franchise tax). 3. Budget for taxes/fees (minimum franchise tax rules if corporation; $300 flat for LLCs). 4. Order Certificate of Status / Good Standing when needed for banking, financing, or contracts; note fees and expedited options. 5. Monitor FinCEN BOI guidance for changes; as of March 26, 2025 domestic entities are exempt, but foreign reporting companies may have filing obligations. 6. Maintain corporate records: LLC operating agreement, minutes where applicable, capital/member records, and evidence of annual actions to preserve protections. 7. Register for Delaware Division of Revenue accounts if you have nexus or employees; meet state employer tax obligations (withholding, unemployment insurance) and federal requirements. 8. Consider using a compliance calendar service or registered-agent service for reminders and filing assistance.