Delaware LLC & Corporation
Franchise Tax and Annual Report Guide
Statutory due dates, franchise tax fee schedules, $200 penalty rules, and step by step portal instructions using Delaware ICIS.
Delaware Entity Compliance Overview
Delaware is the preeminent corporate jurisdiction in the United States, but maintaining entity standing requires navigating distinct statutory rules for limited liability companies versus corporations.
Unlike corporations, Delaware LLCs do not file a formal annual informational report detailing members or operational activities. Instead, Delaware LLCs pay a mandatory, flat annual franchise tax. Corporations, on the other hand, must file both an annual report detailing corporate officers and pay an assessed franchise tax calculated by authorized shares or assumed par value capital.
Filing Deadlines by Legal Entity Type
- Limited Liability Companies (LLCs) and LPs: Flat $300 annual franchise tax due on or before June 1 each year. No informational annual report filing is required.
- Corporations (Domestic C-Corp and S-Corp): Annual report filing fee ($50) plus annual franchise tax due on or before March 1 each year.
- Foreign Entities: Foreign corporations registered to do business in Delaware file an annual report due June 30 with a $125 statutory fee.
Delaware strictly enforces statutory deadlines. Missing either the March 1 corporate cutoff or the June 1 LLC deadline triggers an automatic $200 late penalty plus interest accruing at 1.5% per month on the unpaid balance.
Statutory Filing Costs
Delaware corporations can calculate franchise tax using either the Authorized Shares Method (often generating high default tax assessments for high-share companies) or the Assumed Par Value Capital Method. Small businesses and venture-backed startups often utilize the Assumed Par Value method to reduce four-figure or five-figure initial tax estimates down to state minimums.
What Happens If You Miss the Deadline?
Entities that fail to pay franchise taxes or submit required reports lose good standing and are marked as delinquent in public records. If the delinquency extends past consecutive statutory deadlines, the Delaware Division of Corporations enters an administrative void status, effectively revoking corporate charter privileges.
Restoring an entity from void status requires filing a Certificate of Revival, paying all back taxes, satisfying all $200 annual penalty fees, and submitting a $200 revival fee for LLCs ($169 or higher for corporations).
How to File and Pay Delaware Franchise Taxes
The Delaware Department of State Division of Corporations requires all annual reports and franchise tax payments to be submitted electronically through the state ICIS eCorp system.
Required Information for Filing:
- Delaware seven-digit business entity file number
- Legal entity name exactly as filed in state records
- Principal corporate office address and phone number
- Name and physical address of Delaware registered agent
- For corporations: names and physical addresses of all directors and at least one corporate officer
- Gross assets and issued shares for corporations using the Assumed Par Value method
- Credit card or ACH corporate payment method
Step by Step Portal Filing:
- Visit the official Delaware Division of Corporations annual report portal.
- Enter your seven-digit entity file number to retrieve records.
- LLC filers proceed directly to the payment screen for the flat $300 franchise tax.
- Corporations review pre-populated director rosters and update officer details.
- Enter financial sheet metrics if recalculating tax under the Assumed Par Value Capital method.
- Submit payment via corporate credit card or ACH electronic transfer.
- Download and archive the electronic confirmation receipt for corporate records.
Frequently Asked Questions
No. Delaware LLCs do not submit an informational annual report. They only pay the $300 annual franchise tax. You do not disclose member names, manager rosters, or financial performance on this statutory filing.
Yes. The $300 franchise tax is a statutory franchise fee for the legal privilege of maintaining an active Delaware business entity. It must be paid annually regardless of revenue, transaction volume, or operating status.
Delaware automatically defaults to calculating corporate tax using the Authorized Shares Method. If your corporation authorized millions of shares, the default calculation results in a large assessment. Re-running the calculation inside the filing portal using the Assumed Par Value Capital Method typically reduces the tax to the statutory minimum.
No. Delaware law mandates electronic submission through the Division of Corporations website. Paper checks mailed directly to the state are returned without processing.
To avoid ongoing $300 annual franchise taxes, file a Certificate of Cancellation (for LLCs) or Certificate of Dissolution (for corporations). All taxes accrued through the dissolution year must be satisfied before the state accepts the cancellation filing.
In addition to Secretary of State corporate compliance, Delaware insurance producers and agency entities must track Delaware Department of Insurance license renewals and continuing education cycles[cite: 1].
View Delaware Insurance Licensing & CE Guide →