How to File a Delaware Annual Report

The corporate-friendly climate in Delaware motivates many people to start their business endeavors in the state. If you’re considering forming a Delaware corporation, you need to be familiar with state regulations and requirements, including those for annual reports.

Gain a full understanding of what a Delaware annual report is, what it needs to contain, when it’s due, and how to file so that you can stay in compliance with state law and remain in good standing. 

What is an annual report?

An annual report (also called a statement of information in some states) is a document that is submitted to the state in which the business is registered and/or conducts business. It provides basic information about the company, such as where it’s located, who the registered agent is, the names of its directors, and its financial status. States that require annual reports use these documents as a way to take a pulse on how the business is doing and ensure that it’s in compliance with state regulations.  

In Delaware specifically, the annual report informs how much franchise tax the company owes; annual reports are submitted annually along with the amount of franchise tax due. 

What information must a Delaware annual report contain?

According to Delaware law, a Delaware annual report must contain the following: 

• Registered agent’s name and office address
• Business’ principal address (cannot be the address of the registered agent)
• Name and address of one senior officer
• Name and address of each director
• Stock information
• Any additional information, schedules, or attachments required by the Delaware Secretary of State to determine the franchise tax due

Who qualifies as a senior officer?

A senior officer is a person in a leadership role carrying out the day-to-day operations of the business and acting on behalf of the company. They may hold the following positions: 

• President
• Chief Executive Officer
• Chief Operating Officer
• Chief Financial Officer
• Chief Legal Officer
• Controller
• Treasurer
• Secretary
• Chief Accounting Officer

Senior officer positions are typically governed by the corporation’s board of directors. 

Who qualifies as a director?

A director is anyone who sits on the company’s board of directors. Delaware law requires all corporations registered in the state to have a board of directors (consisting of at least one person), and the business’ articles of incorporation must state how many directors sit on the board. 

While senior officers manage daily operations, the roles and duties of the board of directors focus on reaching the company’s broader goals, including strategic planning, key hires of senior officers, managing shareholder interests, oversight, and governance.

How to file your Delaware annual report in 3 steps

Now that you know the basics of what’s included in the Delaware annual report, follow these easy steps when it’s time to file.

Step 1: Gather the necessary information

Before your Delaware annual report filing, make sure to gather the name and office address of your registered agent, the names and addresses of the directors, the name and address of one senior officer, the business’ principal address, and stock information. 

Step 2: Go to the Delaware Division of Corporations website

Visit the Delaware Division of Corporations’ online portal for filing annual reports. You’ll need to enter your Business Entity File Number, then click “Continue.” If you can’t remember this number, don’t worry; simply conduct a Delaware business name search on the state’s search portal, and under your corporation’s entry, you’ll find its Business Entity File Number.

Step 3: Complete and submit your report

Follow the instructions for filling out and filing the report. Once the required information is provided, finish the process by paying the annual report filing fee and submitting your franchise tax payment (if required).

How to file a Delaware annual report with LegalZoom

Delaware annual report filings not only require time out of your busy daily schedule to ensure that your form isn’t missing any necessary information, but they also can incur late fees if not submitted on time. To avoid issues with these report submissions, business owners choose LegalZoom’s annual report filing service, which uses the business information you provide to prepare, fill out, and file your report with the state each year and pay the required filing fees. 

Choose from our standard or rush packages, answer a few questions, and then focus on your daily operations while we file your annual report by the deadline. 

How much does it cost to file an annual report in Delaware?

The cost to file an annual report in Delaware is $25 for exempt domestic corporations, $50 for non-exempt domestic corporations, and $125 for foreign corporations. Exempt domestic corporations are defined under Delaware law as those that are exempt from taxation under Internal Revenue Code, Section 501(c)(3); are civic, religious, charitable, or not-for-profit organizations; or are listed under state code 8106(a), “Specific organizations and purposes.”

When is the deadline to submit a Delaware annual report?

For exempt and non-exempt domestic corporations, the deadline to submit a Delaware annual report is March 1. For foreign corporations, the deadline is June 30.

What are the penalties for not filing an annual report in Delaware?

Failure to submit your annual report and pay the Delaware franchise tax by the stated deadline will incur penalties. For non-exempt domestic corporations, both exempt and non-exempt, the penalty is $200, plus 1.5% interest each month. For foreign corporations, the penalty is $125.

Do all business entities need to file an annual report in Delaware?

Only corporations—exempt domestic, non-exempt domestic, and foreign—need to file an annual report in Delaware. Domestic and foreign limited liability companies (LLCs), limited partnerships, and general partnerships registered in Delaware do not file annual reports, but they are required to pay an annual franchise tax of $300 by June 1 every year. If they don’t pay by this date, there is a $200 penalty, plus 1.5% interest each month.

What is the Delaware state franchise tax?

Delaware state franchise tax is an annual tax imposed on many business entities for the privilege of doing business in the state. Delaware corporations, LLCs, limited partnerships, and general partnerships are required to pay franchise tax, but nonprofits and sole proprietorships are typically not subject to this tax.

Corporations calculate their Delaware franchise tax using one of two methods: the authorized shares method and the assumed par value capital method. Businesses without par value stocks typically use the authorized shares method, which has a minimum tax of $175. Businesses with par value stocks use the assumed par value capital method, which has a minimum tax of $400 and where the tax due depends on the total amount of assets. Regardless of the calculation method, the maximum tax is $200,000 (unless the Delaware corporation is designated as a Large Corporate Filer; in this case, the maximum tax is $250,000). For more details, reference the Delaware Division of Corporations’ instructions for how to calculate franchise tax. 

LLCs, limited partnerships, and general partnerships in Delaware pay a flat franchise tax of $300. 

All businesses that owe the annual franchise tax need to pay the tax by the deadline: March 1 for corporations and June 1 for LLCs, limited partnerships, and general partnerships. Corporations owing more than $5,000 pay estimated taxes in quarterly installments. If franchise tax payments aren’t submitted by the dates due, businesses will have to pay financial penalties and run the risk of losing their certificate of good standing. To return your business to a status of good standing in Delaware, you’ll need to pay all overdue taxes and any outstanding fees and submit one of the relevant forms to the Delaware Division of Corporations.

FAQs

Can you submit an annual report early?

In Delaware, annual reports are due on or before March 1. Because the franchise taxes are due at the same time as the annual report, and taxes are calculated for the prior calendar year, businesses can technically submit their annual reports and franchise taxes anytime between January 1 and March 1 each year.

How can you pay a Delaware franchise tax?

All applicable business entities pay the Delaware annual franchise tax through the Division of Corporations’ online portal, where you can file annual reports and pay taxes due.

Can you file an annual report by mail?

No, businesses can only file their Delaware annual reports digitally through the Division of Corporations’ online portal.

Do nonprofits need to file an annual report in Delaware?

Yes, nonprofits registered in Delaware, which typically fall under the umbrella of “exempt domestic corporations,” still need to file a Delaware annual report. However, the $25 filing fee is less than non-exempt corporations, which owe $50.