What Are the Penalties for Late LLC Filing in Delaware?

Delaware LLCs must pay a $300 annual tax by June 1 each year. Late payment triggers a $200 penalty plus 1.5% monthly interest on both the unpaid tax and penalty under Delaware Code § 18-1108. There is no grace period. If the annual tax remains unpaid for three consecutive years, the Delaware Division of Corporations automatically cancels your Certificate of Formation, dissolving your LLC.

Immediate Penalties for Late Payment

The $200 penalty is assessed immediately upon non-payment after June 1. Interest accrues at 1.5% per month on the combined amount of the unpaid $300 tax and the $200 penalty, compounding monthly until paid in full.

Example: A payment submitted July 15 (45 days late) incurs the $200 penalty plus 1.5 months of interest on $500 ($300 tax + $200 penalty) = approximately $711.25 total due.

Delaware offers no grace period or extension. Payment one day after June 1 triggers penalties.

Automatic Dissolution After Three Years

The most serious consequence is involuntary dissolution. Under § 18-1108, if your annual tax payment remains unpaid for three consecutive years, the Division of Corporations automatically cancels your Certificate of Formation without notice or hearing. Your LLC ceases to exist as a legal entity.

To restore your LLC after automatic dissolution, you must file a Certificate of Revival with the Division of Corporations and pay all delinquent taxes, penalties, and interest accumulated during the dissolution period.

How to Avoid Late Filing

File online at https://icis.corp.delaware.gov/eCorp/ to ensure timely submission and instant confirmation
Set a calendar reminder for May 15—two weeks before the June 1 deadline
Pay immediately if you miss the deadline to minimize interest accrual

If You're Already Late

Contact the Delaware Division of Corporations at (302) 739-3073 to confirm your LLC's status and verify payment receipt. Pay all delinquent taxes, penalties, and interest immediately.

Delaware Division of Corporations
John G. Townsend Building, 401 Federal Street, Suite 4
Dover, DE 19901
https://corp.delaware.gov/

This is general information, not legal advice.