Delaware compliance for work-from-anywhere founders

I performed targeted web research across Delaware state resources, federal agencies, and tax authorities to gather authoritative, up-to-date compliance information founders need when a Delaware entity is managed by founders who work-from-anywhere.

Summary of research steps and analysis performed: - Ran focused web searches for Delaware formation and filing requirements, registered agent rules, annual franchise taxes and due dates, Delaware business registration and employer withholding obligations, and federal reporting requirements affecting U.S. entities (FinCEN Corporate Transparency Act) and foreign-owned U.S. entities (IRS Form 5472). - Prioritized primary sources: Delaware Division of Corporations (how to form), Delaware Division of Revenue (franchise taxes, employer withholding), Delaware One Stop Business Registration portal, FinCEN (BOI / CTA guidance and news), and IRS instructions for Form 5472. - Extracted and compiled the key compliance obligations, deadlines, and citations that a blog and newsletter for US LLC/corp founders (work-from-anywhere) should cover.

Key findings (concise):

I performed targeted web research across Delaware state resources, federal agencies, and tax authorities to gather authoritative, up-to-date compliance information founders need when a Delaware entity is managed by founders who work-from-anywhere.

Summary of research steps and analysis performed:

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• Ran focused web searches for Delaware formation and filing requirements, registered agent rules, annual franchise taxes and due dates, Delaware business registration and employer withholding obligations, and federal reporting requirements affecting U.S. entities (FinCEN Corporate Transparency Act) and foreign-owned U.S. entities (IRS Form
• Prioritized primary sources: Delaware Division of Corporations (how to form), Delaware Division of Revenue (franchise taxes, employer withholding), Delaware One Stop Business Registration portal, FinCEN (BOI / CTA guidance and news), and IRS instructions for Form
• Extracted and compiled the key compliance obligations, deadlines, and citations that a blog and newsletter for US LLC/corp founders (work-from-anywhere) should cover. Key findings (concise):

Formation & Registered Agent - Every Delaware entity must maintain a Registered Agent with a physical street address in Delaware; the agent can be an individual resident or a business authorized to do business in Delaware. (Delaware Division of Corporations)

Annual filings & state-level taxes (Delaware-specific) - Corporations incorporated in Delaware must file an Annual Report and pay Franchise Tax by March 1 each year. The minimum franchise tax is $175 and the maximum is $200,000; penalties and interest apply for late filings. (Division of Corporations) - Delaware LPs/LLCs/GPs do not file an annual report but must pay an annual tax/fee of $300; taxes for these entities are due no later than June 1 each year. (Division of Corporations) - Delaware mandates electronic filing for domestic corporations’ Annual Reports; Registered Agents receive notices in December. (Division of Corporations) 3) Employer responsibilities, payroll & withholding - Any employer that maintains an office or transacts business in Delaware and pays wages that are taxable in Delaware must register with the Delaware Division of Revenue (Combined Registration Application via OneStop). (Division of Revenue) - Withholding obligations generally attach to the state where the employee performs the work; Delaware requires withholding for wages taxable to Delaware and does not have reciprocal withholding agreements with other states—so withhold in the state where the employee works, and register as required. (Division of Revenue) - New employers are generally required to file withholding returns monthly initially; deposit schedules depend on lookback periods. Employers must also file annual reconciliation (Form W-3) and provide W-2s to employees. (Division of Revenue)

Business registration, licensing & hiring resources - Delaware’s One Stop portal (onestop.delaware.gov) centralizes registration, licensing, hiring (new employer registration), withholding registration, and license renewals for Delaware businesses. Use OneStop to register as a withholding agent or new employer. (One Stop)

Federal beneficial-ownership reporting (Corporate Transparency Act / FinCEN) - As of the FinCEN interim final rule issued March 26, 2025, FinCEN revised the CTA implementation to remove the requirement for U.S. companies and U.S. persons to report BOI; the reporting company definition was revised to cover only certain foreign-formed entities registered to do business in the U.S. (FinCEN). Foreign reporting companies have new deadlines (e.g., April 25, 2025 for existing foreign reporting companies registered before March 26, 2025). Check FinCEN for the current scope and deadlines—CTA rules changed in 2025 and guidance is in transition. (FinCEN) 6) Federal tax reporting for foreign-owned U.S. entities (IRS Form 5472) - Foreign-owned U.S. disregarded entities (DEs) can have separate IRS reporting obligations

foreign-owned U.S. DEs must file a pro forma Form 1120 with Form 5472 attached (even if no income tax return is otherwise required). Form 5472 is used to report certain transactions with related parties; penalties for failure to file can be substantial (e.g., $25,000). Follow the IRS instructions for Form 5472 carefully. (IRS) 7) Practical compliance guidance for work-from-anywhere founders (actionable checklist you can expand into a blog/newsletter): - Maintain a compliant Delaware Registered Agent and keep agent contact and physical address current. - Calendar Delaware deadlines: March 1 (corporate Annual Report + franchise tax), June 1 (LLC/LP/GP $300 annual tax). - Use Delaware One Stop to register your business, register for withholding, and manage licensing and hiring tasks. - Determine where employees and founders physically perform work: withhold and register in the states where payroll tax obligations arise; consider foreign qualification/registration in other states where you have employees or "doing business" nexus. - If your company has foreign owners, confirm IRS Form 5472 obligations and pro forma 1120 filing requirements and secure a U.S. tax advisor to avoid steep penalties. - Monitor FinCEN/CTA changes—recent 2025 rulemaking changed the reporting scope; foreign-formed entities registered in U.S. states still face BOI deadlines. - Maintain corporate formalities (minutes, bank accounts, records) remotely and document where work is performed to defend nexus/withholding decisions. Recommended primary resources to cite and link in the blog/newsletter (verbatim excerpts below):