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What goes in the Delaware annual report, and who files it?

DelawareAnnual reportCompliance

The Delaware annual report asks for the registered office address and the agent's name, the nature of the business, the address of the principal place of business, the names and addresses of all directors as of the filing date, and the name and address of the officer who signs it. An officer, such as the president, secretary or treasurer, or a director signs. The filing fee is $50 for an ordinary domestic corporation, it is due March 1, and it is filed online in the same session as the franchise tax.

The addresses

The principal place of business is where the company actually operates, and it can be anywhere in the world. The common mistake is entering the registered agent's Delaware address there. The agent's address belongs in the registered office field and nowhere else; putting it in both produces a report that says the company is run from an agent's office, which is not what the field asks for. A remote company gives the address it uses for its bank and its federal return, which for many founders is a home address. That address becomes public, so if that matters, use a business address you are entitled to use.

Directors and the officer

Every director as of the day you file, with an address, not just the founder who is filing. If a board seat changed hands in January, the January board is what goes on a February report. The officer's address is the detail that goes stale year after year; it should be current at the time of filing.

The nature of the business

A short description, now required on every domestic report. Software, consulting, retail: a phrase is enough.

A report with a director missing or a field left blank is incomplete, and the statute treats an incomplete report the same as none: the same $200 penalty, the same slide out of good standing. Your formation packet has the directors and officers as they were on day one; check them against any consents since.

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.