What is the LLC Filing Deadline in Delaware?
Delaware LLCs have no formation filing deadline—you may file your Certificate of Formation with the Delaware Division of Corporations at any time. However, once formed, your LLC must meet a critical annual tax payment deadline of June 1 each year, beginning June 1 of the year following formation (6 Del. C. § 18-1108). Delaware does not require an annual report; only the $300 annual tax payment is mandatory.
Annual Tax Payment Deadline
Your LLC's annual $300 tax payment is due June 1 each year with no grace period. The first payment is due June 1 of the year following your LLC's formation. File and pay online through the Delaware Division of Corporations at https://icis.corp.delaware.gov/eCorp/.
Late Payment Penalties
Missing the June 1 deadline triggers immediate penalties:
- $200 penalty plus 1.5% monthly interest on the unpaid tax and penalty combined
- No grace period applies
Interest compounds monthly until paid in full.
Automatic Dissolution Risk
If your LLC fails to pay the annual tax for three consecutive years, your Certificate of Formation is automatically canceled under § 18-1108. This involuntary dissolution occurs without notice and terminates your LLC's legal existence.
Reinstatement After Dissolution
To restore your LLC after automatic cancellation, file a Certificate of Revival with the Delaware Division of Corporations and pay all delinquent annual taxes, penalties, and accumulated interest for each missed year.
Voluntary Dissolution Alternative
If you intend to close your LLC, file a Certificate of Cancellation before automatic dissolution occurs. You must still pay all taxes owed, including the full annual tax for the cancellation year (6 Del. C. § 18-1107(c)), plus a $220 filing fee.
Contact Information
Delaware Division of Corporations
Phone: (302) 739-3073
Address: John G. Townsend Bldg., 401 Federal Street, Suite 4, Dover, DE 19901
Online Filing: https://icis.corp.delaware.gov/eCorp/
This is general information, not legal advice.