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Business Formation Guide
annual requirementsUpdated 2026-03-30

Delaware LLC Annual Report

| Filing Obligation | None—no annual report required | |---| | Annual Tax | $300 flat (all domestic and foreign LLCs); +$75 per registered series | | Due Date | June 1 each year | | First Payment Due | June 1 of the year following formation | | Late Penalty | $200 + 1.5% monthly interest on unpaid tax | | Grace Period | None—penalties apply immediately after June 1 | | Automatic Dissolution | Certificate canceled if tax unpaid for 3 consecutive years (6 Del. C. § 18-1108) | | Reinstatement | File Certificate of Revival, pay all delinquent taxes and penalties | | Online Filing | Yes—file at https://icis.corp.delaware.gov/ecorp/logintax.aspx | | Tax Authority | Delaware Division of Corporations; franchise tax email: DOSDOC_Ftax@delaware.gov |

You'll receive a mailed notice at least 60 days before June 1 each year (6 Del. C. § 18-1107(d)). Pay online through the Division of Corporations' tax portal to avoid penalties and maintain good standing. If your LLC ceases to be in good standing, you cannot file amendments, obtain a good standing certificate, or maintain lawsuits in Delaware courts until the tax and all penalties are paid (6 Del. C. § 18-1107(k), (l)).

FAQ: Delaware LLC Annual Requirements

Do I Have to File an Annual Report?

No. Delaware does not require LLCs to file an annual report. Your only recurring compliance obligation is paying the annual franchise tax. This is one of Delaware's key advantages for business owners seeking minimal administrative burden.

What Is the Annual Franchise Tax?

You must pay a flat $300 annual tax for every domestic and foreign LLC registered in Delaware under 6 Del. C. § 18-1107(b). If you have registered series, you owe an additional $75 per series under the same statute.

This is a fixed amount—it does not scale with revenue, profits, or number of members.

When Is the Franchise Tax Due?

The annual tax is due June 1 each year under 6 Del. C. § 18-1107(c). Your first payment is due June 1 of the year following your LLC's formation.

The Secretary of State mails a reminder statement at least 60 days before June 1 to your registered agent's address.

How Do I Pay the Franchise Tax?

You pay online through the Delaware Division of Corporations tax portal at https://corp.delaware.gov/paytaxes/. Log in at https://icis.corp.delaware.gov/ecorp/logintax.aspx.

Online filing is available and required. You cannot pay by mail or phone.

What Happens If I Miss the June 1 Deadline?

If you don't pay by June 1, you incur a $200 penalty plus 1.5% monthly interest on the unpaid tax and penalty under 6 Del. C. § 18-1107(e) and (c). There is no grace period.

Your LLC immediately ceases to be "in good standing" under § 18-1107(h).

What Does "Ceasing to Be in Good Standing" Mean?

Once your LLC is not in good standing, the Secretary of State will:

  • Refuse to file any new certificates (amendments, cancellations, etc.) unless you cure the default under 6 Del. C. § 18-1107(k)
  • Refuse to issue a certificate of good standing under § 18-1107(k)
  • Prevent your LLC from suing in Delaware courts under § 18-1107(l)

You remain a valid LLC, but you cannot conduct business or defend lawsuits until you restore good standing.

Can My LLC Be Dissolved for Nonpayment?

Yes. If your annual tax remains unpaid for 3 years, your Certificate of Formation is automatically canceled under 6 Del. C. § 18-1108. Your LLC ceases to exist.

This is a hard deadline—there is no court process or notice requirement beyond the initial reminder.

How Do I Restore Good Standing After Nonpayment?

Pay all delinquent annual taxes, penalties, and interest for each year you missed under 6 Del. C. § 18-1107(i). Once paid, your LLC is automatically restored to good standing.

If your Certificate of Formation was canceled after 3 years of nonpayment, you must file a Certificate of Revival with the Division of Corporations and pay all back taxes and penalties to reinstate your LLC.

Do I Owe Delaware Income Tax on Top of the Franchise Tax?

Yes. The $300 franchise tax is separate from Delaware income tax.

Single-member LLCs are taxed as disregarded entities under federal law. Delaware passes through the member's share of income, which is taxed at Delaware's graduated personal income tax rate of 2.2%–6.6% under 6 Del. C. § 18-1107(a).

Multi-member LLCs are taxed as partnerships. Each member reports their share on their personal return and pays Delaware income tax on their allocable share of profits.

If your LLC earns income entirely outside Delaware, you owe no Delaware income tax—only the $300 franchise tax.

Do I Owe Gross Receipts Tax?

Yes, if you operate in Delaware. Delaware imposes a gross receipts tax on businesses operating within the state at rates varying by industry (approximately 0.0945%–1.9914%). This is separate from the $300 franchise tax.

You do not owe Delaware sales tax.

What If I'm a Foreign LLC Registered in Delaware?

Foreign LLCs registered to do business in Delaware owe the same $300 annual tax due June 1 under 6 Del. C. § 18-1107(b). The same penalties and good-standing rules apply.

Can I Deduct the Franchise Tax on My Federal Return?

The $300 annual franchise tax is a state business tax and may be deductible as a business expense on your federal return, subject to the $10,000 state and local tax (SALT) deduction cap under federal law. Consult a tax professional for your specific situation.

Who Do I Contact for Questions About the Franchise Tax?

Delaware Division of Corporations

What Records Must I Keep?

Delaware does not require LLCs to file annual reports or maintain specific records with the state. However, you must maintain an LLC operating agreement and records of member meetings, financial transactions, and tax filings for your own business and tax purposes.

Can I Avoid the Annual Tax by Dissolving My LLC?

No. If you dissolve your LLC, you must pay the full annual tax for the calendar year in which your Certificate of Cancellation becomes effective under 6 Del. C. § 18-1107(c).

Is There a Way to Get an Extension on the June 1 Deadline?

No. Delaware law provides no extension or grace period for the June 1 franchise tax deadline under 6 Del. C. § 18-1107. The penalty is automatic and immediate.

If you anticipate difficulty, contact the Division of Corporations at DOSDOC_Ftax@delaware.gov or (302) 739-3073 to discuss your situation.

What Delaware LLCs Must Know: No Annual Report, One Annual Tax

Delaware LLCs have a unique compliance advantage: you file no annual report. Your only recurring state obligation is a single $300 annual franchise tax, due June 1 each year. This flat-fee structure—unchanged regardless of revenue or member count—makes Delaware one of the most predictable LLC jurisdictions in the US.

Annual Franchise Tax: $300 Flat Fee, June 1 Deadline

You owe $300 per year for every domestic or foreign Delaware LLC, payable by June 1 following the close of the calendar year. This is a flat tax under 6 Del. C. § 18-1107(b), not a percentage of income or gross receipts. If you operate a registered series LLC, each registered series owes an additional $75 per series.

Your first tax payment is due June 1 of the year following your formation. The Delaware Division of Corporations mails a tax notice at least 60 days before June 1 to your registered agent. You pay online through the Division's tax portal at https://icis.corp.delaware.gov/ecorp/logintax.aspx.

Late Payment: $200 Penalty + 1.5% Monthly Interest

If your $300 tax remains unpaid after June 1, you incur an immediate $200 penalty under 6 Del. C. § 18-1107(e). Interest accrues at 1.5% per month on both the unpaid tax and penalty until fully paid.

There is no grace period. The clock starts June 2. Penalties and interest compound monthly, making late payment expensive fast.

Automatic Dissolution After 3 Years of Non-Payment

Failure to pay your annual tax for three consecutive years triggers automatic cancellation of your Certificate of Formation under 6 Del. C. § 18-1108. Your LLC ceases to exist as a Delaware entity without further action by the state.

You cannot file any amendments, certificates, or other documents while your LLC is in non-payment status. The Division will not issue a certificate of good standing. You also lose the right to sue in Delaware courts until the tax and all penalties are paid.

Reinstatement: Certificate of Revival + Back Taxes

If your LLC's Certificate of Formation was canceled due to unpaid taxes, you restore it by filing a Certificate of Revival with the Division of Corporations and paying all delinquent annual taxes and penalties for each year of non-payment.

Contact the Division at (302) 739-3073 or DOSDOC_Ftax@delaware.gov for reinstatement guidance. Reinstatement is not automatic—you must affirmatively file and pay.

No Annual Report Filing Requirement

Unlike many states, Delaware does not require a separate annual report, biennial report, or periodic disclosure filing for LLCs. You have no obligation to update member names, addresses, or business activities on a recurring basis.

Your only filing obligation after formation is to amend your Certificate of Formation if you change your registered agent, registered office, or LLC name. These are event-driven, not calendar-driven.

Tax Classification: Pass-Through by Default

Under 6 Del. C. § 18-1107(a), Delaware classifies your LLC as a partnership for state tax purposes unless you elect otherwise for federal income tax purposes. Single-member LLCs are disregarded entities (Schedule C); multi-member LLCs file as partnerships (Form 1065).

Delaware imposes no state income tax on LLC income earned entirely outside Delaware. If you operate in Delaware, you owe gross receipts tax (rates vary by industry, approximately 0.0945%–1.9914%). Members pay graduated personal income tax (2.2%–6.6%) on their share of LLC profits.

Where to Pay and File

Online tax payment portal:
https://icis.corp.delaware.gov/ecorp/logintax.aspx

Mailing address (if paying by check):
Delaware Division of Corporations
PO Box 898
Dover, DE 19903

Phone support:
(302) 739-3073 (8:00 AM–4:30 PM, Monday–Friday)

Franchise tax email:
DOSDOC_Ftax@delaware.gov

Tax instructions for LLCs:
https://corp.delaware.gov/alt-entitytaxinstructions/

Series LLCs: Additional $75 Per Registered Series

If you establish a registered series under your LLC, each series owes a separate $75 annual tax in addition to your LLC's $300 base tax. A registered series is a distinct legal entity with its own assets, liabilities, and members under 6 Del. C. § 18-218.

Protected series (internal divisions without separate registration) do not trigger additional tax.

Key Takeaway

Delaware's compliance model is streamlined: one tax, one deadline, no annual report. Set a calendar reminder for May 15 to ensure payment by June 1. Missing the deadline costs $200 immediately and compounds monthly. After three years of non-payment, your LLC dissolves automatically.

Annual Tax Payment: Due Date, Amount, and Filing Method

Delaware LLCs do not file an annual report. Instead, you must pay a $300 annual franchise tax to the Delaware Division of Corporations by June 1 each year, starting the year after formation. Payment is made online through the tax portal at https://icis.corp.delaware.gov/ecorp/logintax.aspx. Failure to pay triggers a $200 penalty plus 1.5% monthly interest and can result in automatic dissolution after 3 years of nonpayment under 6 Del. C. § 18-1108.

Due Date

Your annual tax payment is due on June 1 each year. This deadline applies to all domestic Delaware LLCs and foreign LLCs registered to do business in Delaware (6 Del. C. § 18-1107(c)).

For your first payment, the tax is due on June 1 of the calendar year following the year in which you filed your Certificate of Formation. For example, if you form your LLC in 2024, your first $300 payment is due June 1, 2025.

If your LLC's existence will cease (via cancellation or dissolution), the full annual tax for that calendar year is due before you file the cancellation certificate (6 Del. C. § 18-1107(c)).

Amount

The annual franchise tax is a flat $300 per LLC, regardless of income, revenue, or number of members (6 Del. C. § 18-1107(b)).

If you have registered series under your LLC, you owe an additional $75 per registered series (6 Del. C. § 18-1107(b)). Protected series (unregistered) do not incur additional fees.

Filing Method

You must pay online through the Delaware Division of Corporations tax portal:

Portal URL: https://icis.corp.delaware.gov/ecorp/logintax.aspx

Main tax page: https://corp.delaware.gov/paytaxes/

The Division mails an annual statement to your registered agent at least 60 days before June 1 each year as a reminder (6 Del. C. § 18-1107(d)). You can also contact the Division directly:

  • Phone: (302) 739-3073 (8:00 AM–4:30 PM, Mon–Fri)
  • Email (franchise tax): DOSDOC_Ftax@delaware.gov
  • Mailing address: Division of Corporations, John G. Townsend Bldg., 401 Federal Street, Suite 4, Dover, DE 19901

Late Payment Penalties and Consequences

If you miss the June 1 deadline, you incur:

  • $200 penalty (added to the tax owed)
  • 1.5% monthly interest on both the tax and penalty until fully paid (6 Del. C. § 18-1107(c), (e))

There is no grace period—penalties apply immediately after June 1.

If the tax remains unpaid for 3 months, the Attorney General may seek a court injunction preventing your LLC from conducting business (6 Del. C. § 18-1107(j)).

If unpaid for 3 years, your Certificate of Formation is automatically canceled, and your LLC ceases to exist (6 Del. C. § 18-

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