Delaware Annual Report Service & Filing Instructions
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All Delaware corporations, nonprofits, LLCs, LPs, and general partnerships must file a Delaware Annual Report and/or pay an annual franchise tax. Domestic corporations must file an annual report and pay a franchise tax. Foreign corporations and nonprofits are only required to file an annual report. Delaware LLCs, LPs, and general partnerships must pay an annual franchise tax, but have no annual report filing requirements. All reports and franchise taxes must be submitted to the Delaware Secretary of State, Division of Corporations. The following instructions will help you file the Delaware Annual Report yourself. We also include filing fees, due dates, required information, and answers to common filing questions.
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Delaware Annual Report Due Dates and Fees
To file your annual report in Delaware, you’ll need to first figure out when it’s due and how much you’ll need to pay in filing fees. The chart below shows you when and how much you’ll need to pay.
|
Delaware Annual Report and Franchise Tax Fee Schedule |
||||
|---|---|---|---|---|
|
Business Type |
Annual Report Fee |
Franchise Tax Fee |
Due Date |
How to File |
|
Corporations |
$50 |
Varies* |
March 1 |
Online |
|
Foreign Corporations |
$125 |
N/A |
June 30 |
Online |
|
LLCs – foreign and domestic |
N/A |
$300 |
June 1 |
Online |
|
Nonprofits, Cooperatives, and Religious Corporations |
$25 |
N/A |
March 1 |
Online |
|
LPs – foreign and domestic |
N/A |
$300 |
June 1 |
Online |
|
General Partnerships – foreign and domestic |
N/A |
$300 |
June 1 |
Online |
|
Late Fees: The penalty for failing to file an annual report and/or pay the franchise tax varies by entity. Corporations (domestic only), nonprofits, LLCs, LPs, and general partnerships will be assessed a $200 late fee plus 1.5% interest each month no report and/or franchise tax is filed. Foreign corporations will be charged a $125 penalty. In addition, all businesses may be administratively dissolved. |
||||
*All domestic corporations in Delaware must file an annual report AND pay an annual franchise tax. The state offers two methods for calculating your total franchise tax and encourages you to use the procedure that results in the lowest amount due – which will never be less than $175 or greater than $200,000. Below, is a breakdown of both processes for calculating your franchise tax.
Authorized Shares Method:
As the name suggests, this process requires you to know the total number of authorized shares.
- 5,000 shares or less: $175
- 5,001 – 10,000: $250
- each additional 10,000 shares or portion thereof: add $85
- Maximum tax: $200,000
Example: If your corporation has 10,001 authorized shares, your total franchise tax will be $335 ($250 plus $85).
Assumed Par Value Capital Method:
You can only use this method if your shares have par value. To use this process, you’ll need to know the total issued shares and their par value – including treasury shares – and total gross assets, which are the same total assets reported on your U.S Form 1120, Schedule L. The tax rate using this method is $400 per million of your assumed par value capital OR portion of a million.
Example: Lets say your corporation has 1,000,000 shares of stock with a par value of $1, 250,000 shares of stock with a par value of $5, gross assets totaling $1,000,000, and 485,000 total issued shares.
- Divide your total gross assets by your total issued shares carrying to 6 decimal places. The result is your “assumed par value.” EX: $1,000,000 gross assets/485,000 issued shares =$2.061856
- Multiply your assumed par value ($2.061856) by the number of authorized shares that have a smaller value than the assumed par value you calculated. EX: Your corporation has 1,000,000 authorized shares with a par value of $1. So, you’ll need to take your assumed par value ($2.061856) and multiply it by X 1,000,000 = $2,061,856.
- Multiply the number of authorized shares with a par value greater than your assumed par value ($2.061856) by their respective par value. EX: Your corporation has 250,000 shares with a par value of $5. So, you’ll need to multiply 250,000 by $5. This will give you $1,250,000.
- Add the results from step two with step three. This will give you the assumed par value capital. EX: $2,061,856 + $1,250,000 = $3,311,856.
- If your assumed par value capital is greater than 1 million, you’ll need to round up to the next million. EX: Your assumed par value is $3,311,856. So, you’ll need to round up to the next million, which is $4,000,000.
- Now, multiply 4 (yes, just use the first number) by $400. This will give you the total franchise tax due ($1,600).
How to File Your Delaware Annual Report
The Delaware Annual Report and/or franchise tax must be filed online through the Delaware Corporations Information System.
- On the state website, you’ll need to enter your 7-digit Business Entity File Number. You can easily find your business file number by searching the Delaware Business Database.
- Then, click “Continue.” This will automatically begin the filing process.
Never worry about late fees, potential penalties, or forgetting to file. Hire Northwest Registered Agent to file your Delaware Annual Report for you!
Required Information for the Delaware Annual Report
Delaware businesses will need to include, verify, or update the following information on their Delaware Annual Report filing:
- 7-digit Business Entity File Number.
- Business principal address.
- Director/officer information names and addresses.
- Franchise tax information – domestic corporations only.
All filing and franchise tax fees must be paid with a credit card OR electronic check.
Note: According to DE § 502(a)3, Delaware corporations cannot put their registered agent’s information on their annual report. Unlike some other states, the principal address must be the business’ actual, physical address.
Northwest’s Annual Report Service
For $100 plus the state-mandated report fee, we’ll file your annual report for you. We’ll send you the completed report for you to add your tax information, then we’ll submit it on your behalf.
How does it work?
You can sign up for this service by itself or add it on to an existing service. Our Annual Report service is also automatically added when you hire us as your Delaware registered agent or form your Delaware LLC, Delaware corporation or Delaware nonprofit.
Once you’ve signed up for our business renewal service, you’ll pay nothing up front. We’ll send you a reminder 90 days before your filing due date and auto-charge your preferred payment method five days later if you don’t want us to cancel.
How can Northwest protect my privacy?
At Northwest, you don’t have to figure out how to opt out of exposing your personal information. That’s because we practice Privacy by Default®. We automatically minimize the exposure of your data, without being asked.
Delaware Annual Reports are public record. Any information you list on the form is easily searchable online. To counter that, we’ve designed our annual report service to protect your privacy. Instead of your own information, we’ll use:
- Our IP address, which limits the connection between your cell phone, personal computer, and work computers to make it harder for advertisers to find you.
- Our bank and credit card information.
We believe everyone has the right to keep their information private. That’s why privacy is our guiding principle when we create every service and product.
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Delaware Annual Report FAQS
Nope. New businesses are not required to file an initial report in Delaware.
Yes. Delaware corporations (domestic only), nonprofits, LLCs, LPs, and general partnerships will be charged a $200 late fee. In addition, 1.5% interest will continue to accrue each month no report is filed. Foreign corporations will be charged a $125 late fee. If you continue to be delinquent, the state will notify your business by November 1st stating their intent to administratively dissolve your company.
Delaware Annual Reports are typically processed in 3-5 business days. However, all franchise tax payments will be posted immediately.
After starting a business in Delaware, any authorized person can file the Delaware Annual Report. An authorized person is someone the Delaware business permits to act on its behalf. However, an officer of the company must sign the annual report before it can be filed. If your company has no officers, a director may sign. When you hire Northwest Registered Agent for annual report service, we’ll send you the completed annual report for you so that you can add tax information and give your signature. Then, we’ll file your Delaware Annual Report for you.
No, Delaware Annual Reports can be submitted with copies of original documents and electronic signatures.
Delaware Secretary of State
PO Box 898
Dover, DE 19903
T: (302) 739-3073 (choose option 3 from menu)
Nope. New businesses are not required to file an initial report in Delaware.
Yes. Delaware corporations (domestic only), nonprofits, LLCs, LPs, and general partnerships will be charged a $200 late fee. In addition, 1.5% interest will continue to accrue each month no report is filed. Foreign corporations will be charged a $125 late fee. If you continue to be delinquent, the state will notify your business by November 1st stating their intent to administratively dissolve your company.
Delaware Annual Reports are typically processed in 3-5 business days. However, all franchise tax payments will be posted immediately.
After starting a business in Delaware, any authorized person can file the Delaware Annual Report. An authorized person is someone the Delaware business permits to act on its behalf. However, an officer of the company must sign the annual report before it can be filed. If your company has no officers, a director may sign. When you hire Northwest Registered Agent for annual report service, we’ll send you the completed annual report for you so that you can add tax information and give your signature. Then, we’ll file your Delaware Annual Report for you.
No, Delaware Annual Reports can be submitted with copies of original documents and electronic signatures.
Delaware Secretary of State
PO Box 898
Dover, DE 19903
T: (302) 739-3073 (choose option 3 from menu)
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