Delaware Corporation & LLC Filing Requirements

Disclaimer

SmallBiZ.com is not associated in any way, either directly or indirectly with any local, state, or federal governmental agency. Below is the state governmental agency info which handles corporation filings. You can download any of the state's filing forms for free directly from the state's website and do not have to use SmallBiZ.com to file them with the state. For more information, see the SmallBiZ Filing Service.

We are providing the following for informational purposes only, which should not be a replacement for the advice of those licensed to give tax and legal advice. Further, although we make every effort to keep the information up-to-date, we make no guarantees as to the accuracy of the information presented in this current revision. Please report any problems you encounter to us by CLICKING HERE (please include state and defective link in your report).

 

General Info

Agencies

If you have further questions regarding business filings or fees, need additional filing forms, or want to contact your state's business division, here are the agency's contact information.

 

Division of Corporations
John G. Townsend Building
401 Federal Street, Suite 4
Dover, DE  19901

Phone: (302) 739-3073 & press 2

FAX: (302) 739-3812 or 3813

E-mail: DOSDOC_WEB@state.de.us

http://www.corp.delaware.gov/default.shtml
 
 

If you have further questions regarding business taxes, need additional tax forms, or want to communicate with your state's tax division, here is the agency's contact information.

 

State of Delaware

Division of Revenue

820 N. French Street
Wilmington, DE 19801
Phone: (302) 577-8200
Fax: (302) 577-8202

Business Tax Help: (302) 577-8205

http://revenue.delaware.gov/

 

Delaware State Statutes

To research the State Statutes for Delaware Corporations, click here.

To research the State Statutes for Delaware LLCs, click here.

To research the State Statutes for Delaware Limited Partnerships, click here.

To research the State Statutes for Delaware Uniform Partnerships, click here.

 

Licensing

 

Business Licenses

Contact your state or local agencies regarding licensing issues.

 

Initial Filing Requirements

 

The following is an overview of Delaware's fees, requirements and compliance issues for corporations and limited liability companies.

 

GENERAL INFO

 

Filing Times

Filing time is the estimate of total turnaround time from the date articles are submitted from SmallBiZ.com to the date the approved articles are received back from the state. NOTE: As part of our filing service, we will be receiving only an approved copy of your articles (also known as "certificate" of incorporation (for INCs) or organization (for LLCs). You may want to order a Certified Copy or Certificate of Good Standing in addition to provide proper proof of formation to a bank or vendor.

 

Expedited

2 to 3 business days (includes FedEx delivery to our office)

Standard Filing

3 to 4 weeks (plus mailing time using standard US Mail)

 

   Have SmallBiZ.com form your entity now!

  

Franchise Taxes

The state of Delaware charges $75 minimum tax for corporations and $250 for LLCs.  Corporate franchise taxes are determined using the Authorized Shares Method or the Assumed Par Value Capital Method.

 

For Authorized Shares Method:

  • 5,000 or fewer shares, franchise tax = $75
  • 5,001 - 10,000 shares = $150
  • 10,001+ shares = $150 + $75 for each additional 10,000 shares or portion thereof.
  • Maximum yearly tax = $180,000.00

Examples:
1) A domestic corporation with 200 shares authorized will pay $125 ($75 tax + $50 annual report filing fee)
2) A domestic corporation with 10,000 shares authorized will pay $200 ($150 tax + $50 annual report filing fee)
3) A corporation with 100,000 shares authorized will pay $875 ($825 [$150 + ($75 x 9)] tax + $50 annual report filing fee)

 

Assumed Par Value Capital Method
To use this method, you must give figures for all issued shares (including treasury shares) and total gross assets in the spaces provided in your Annual Franchise Tax Report. Total Gross Assets shall be those "total assets" reported on the U.S. Form 1120, Schedule L (Federal Return) relative to the companies fiscal year ending the calendar year of the report. The tax rate under this method is $250.00 per million or portion of a million of the assumed par value capital, which is calculated as described below, if the assumed par value capital is greater than $1,000,000. If the assumed par value capital is less than $1,000,000, the tax is calculated by dividing the assumed par value capital by $1,000,000 then multiplying that result by $250.

The example cited below is for a corporation having 1,000,000 shares of stock with a par value of $1.00 and 250,000 shares of stock with a par value of $5.00 , gross assets of $1,000,000.00 and issued shares totaling 485,000.

    1. Divide your total gross assets by your total issued shares carrying to 6 decimal places. The result is your "assumed par." Example: $1,000,000 assets, 485,000 issued shares = $2.061856 assumed par.
    2. Multiply the assumed par by the number of authorized shares having a par value of less than the assumed par. Example: $2.061856 assumed par 1,000,000 shares = $2,061,856.
    3. Multiply the number of authorized shares with a par value greater than the assumed par by their respective par value. Example: 250,000 shares $5.00 par value = $1,250,000
    4. Add the results of #2 and #3 above. The result is your assumed par value capital. Example: $2,061,856 plus 1,250,000 = $3,311, 856 assumed par value capital.
    5. Figure your tax by dividing the assumed par value capital, rounded up to the next million if it is over $1,000,000, by 1,000,000 and then multiply by $250.00. Example: 4 x $250.00 = $1,000.00

NOTE: If an amendment changing your stock or par value was filed with the Division of Corporations during the year, issued shares and total gross assets within 30 days of the amendment must be given for each portion of the year during which each distinct authorized amount of capital stock or par value was in effect. The tax is then prorated for each portion of the year dividing the number of days the stock/par value was in effect by 365 days (366 leap year), then multiplying this result by the tax calculated for that portion of the year. The total tax for the year is the sum of all the prorated taxes for each portion of the year.

Use the state's Franchise Tax Calculator for estimating your franchise taxes.

 

Corporations 

 

Annual Filing Requirements

 

Annual Reports/Franchise Tax

Fee/Tax:

The Annual Report filing fee for domestic corporations is $50 ($25 for exempt domestic corporations). The minimum annual franchise tax is $75 with a maximum of $180,000. A domestic corporation will pay the combined $50 Annual Report filing fee plus the Franchise Tax due, or a minimum of $125 annually.

 

If your tax payment is late, a $100 penalty will be assessed with a 1.5% monthly interest fee added until the tax is fully paid.

 

Forms:

Franchise Tax E-fileE-file Franchise Tax and Annual Report (instructions).  Look up your Entity Number here (required to E-file).

 

All Delaware domestic corporations are required to file an Annual Report and pay any taxes and fees due. Annual Reports are a mandatory electronic filing. Filing electronically insures compliance with the Delaware Code.

 

Annual report postcard notification with instructions for filing are sent to the registered agent in December of each year. An annual Franchise Tax Return is also mailed directly to the corporation's registered agent. Blank Franchise Tax Returns are not available.

Effective January 1, 2008, legislation will require corporations to be declared void for failure to fully complete their Annual Report. In addition, the State will be prohibited from issuing a certificate of good standing on any corporation not complying with this law. 

 

Should you have any questions or concerns as to how this affects you and your business, please contact the Division of Corporations, Franchise Tax Section at (302) 739-3073.


To fill out and submit the Annual Report and Franchise Tax payment online, you need to provide your Business Entity File Number. If you do not know the file number, please contact your registered agent or you may call the Division of Corporations at (302) 739-3073.

 

Due Date:

Corporate Franchise Taxes and Annual Reports are due no later than March 1st of each year.

 

 Corporation Tax Return

State Tax:

The business income tax rate in Delaware is 8.7%.

 

Forms:

Form 11002010 Corporate Income Tax Return (instructions)
Form 1100S2010 S Corp Reconciliation and Shareholder Return (instructions)

Tax Forms List - Current Business Tax Forms (also 2002-2009)

 

1100 forms are ONLY filed by companies with a physical presence in Delaware that do business within the state and have a Delaware employee payroll.

 

Every S Corporation deriving income from sources within Delaware is required to file an S Corporation Reconciliation and Shareholders Information Return (Form 1100S).

 

Due Date:

All 1100 Series tax forms must be filed by April 1st for calendar year filings, or before the first day of the fourth month following the close of the taxable year.

 

Limited Liability Company

 

Annual Filing Requirements

  

LLC Franchise Tax

Tax:

Delaware charges $250 for the LLC's annual franchise tax fee. LLCs do not have to file an Annual Report. If your tax payment is late, a $100 penalty will be assessed with a 1.5% monthly interest fee added until the tax is fully paid.

 

Forms:

Franchise Tax E-file - E-file Franchise Tax (instructions
Look up your Entity Number here (required to E-file).
Form 300 - 2010 Partnership Return (instructions)
Schedule K-1 - 2010 Partner's Share of Income
Tax Forms List - Current Business Tax Forms (also 2002-2009)

 

An annual Franchise Tax notice is mailed directly to the company's registered agent around April. Taxes are filed online and you need your Business Entity File Number. If you don't know the number, see your filed Certificate of Formation, look it up here or call the Division of Corporations at (302) 739-3073. Payment can be mailed, if sent with the original tax notice.

 

Due Date:

LLC annual franchise taxes must be received by June 1st.

 

If the LLC is filing as a Partnership, Form 300 is due by the 30th day of the 4th month after the close of the fiscal year, or by April 30th for calendar year filings.