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What does Delaware require from my corporation every year?

DelawareComplianceAnnual reportFranchise tax

File the annual report and pay the franchise tax, both due by March 1 and done in one online session. Keep a registered agent with a Delaware address on record every day of the year. And keep the report's information current, because it is the state's record of who your directors and officers are and where the business is. For a Delaware corporation that does no business in Delaware, which is most of them, that is the whole list.

The report and the tax

The annual report costs $50 to file and asks for the principal place of business, the names and addresses of every director, the name and address of the officer signing it, and the nature of the business. The franchise tax is calculated on the same screen under one of two methods, with a minimum of $175 under one and $400 under the other, and a maximum of $200,000 for all but the largest public companies. A company whose tax for the year is expected to be $5,000 or more pays estimated installments during the year, with the balance on March 1. Delaware sends its reminder to the registered agent, not to the company.

The registered agent

The report has to state the registered office address and the agent's name, and an agent who has resigned or stopped being paid leaves the company unreachable by the state and by anyone trying to serve it. A change of agent is its own filing.

What happens if you miss March 1

The penalty for a late or incomplete report is $200, and interest runs at 1.5 percent a month on the unpaid tax and penalty. The company loses good standing at once, which surfaces the next time anyone asks for a good standing certificate. A corporation that goes a full year without paying its tax or filing a complete report has its charter declared void by statute, and reviving it means paying everything owed plus a revival filing.

Arabella acts as Delaware registered agent and forwards the state's annual report reminder to you. Filing the report is still the company's job. Ask in chat if you are unsure what goes in it.

Written by the lawyers who built Arabella. This is legal information, not legal advice for your situation, and reading it does not make us your lawyers. For a real dispute or a high-stakes decision, talk to a licensed attorney. More questions.