Delaware LLC Annual Report Filing (2026)

Does a Delaware LLC file an annual report?

No. A Delaware LLC does not file an annual report at all. This is the single most misunderstood point about Delaware LLC compliance, because the phrase “Delaware annual report” is everywhere — but it refers to a corporation requirement. Delaware corporations file an annual report each year (with a list of directors and officers) and pay a share-based franchise tax. Delaware LLCs do neither. There is no report, no information form, and no list of members to submit.

What a Delaware LLC owes is a single, flat $300 franchise tax each year. That is the entire annual state-level filing obligation for a standard LLC. You do not calculate anything, you do not disclose ownership or financials to the state, and you do not attach any schedule. You make one payment of $300, and your LLC stays in good standing for another year. For the full picture of how this tax works, see our Delaware franchise tax guide.

The confusion is understandable, because Delaware itself groups the two requirements together on its website and in its search results — the franchise tax portal serves both corporations (which file a report) and LLCs (which do not). Many third-party services then carry that ambiguity forward, advertising “Delaware annual report filing” as if it applied to every entity. For an LLC, treat any mention of an annual report as shorthand for the franchise tax payment, because that is the only thing the state actually requires of you each year.

What does a Delaware LLC pay instead of an annual report?

A Delaware LLC pays a flat $300 franchise tax, and that is it for the state filing. The amount never changes based on how the business performs: a single-member LLC with zero revenue pays $300, and a profitable multi-member LLC pays the same $300. There is no tier, no bracket, and no per-member fee. This flat, predictable structure is one of the reasons founders choose an LLC over a corporation for a small or non-resident business.

Alongside the tax, every Delaware LLC must keep a Delaware registered agent year-round. The agent is who the state and legal system reach when they need to contact your LLC, and it renews annually — about $99 per year with our service. So the complete ongoing Delaware cost for a standard LLC is the $300 tax plus roughly $99 for the agent. There is no hidden annual report fee stacked on top, because there is no annual report.

It is worth being precise about what the $300 is and is not. It is a privilege fee for the right to keep your LLC alive and in good standing in Delaware — not a tax on income, sales, or assets. Because of that, an LLC with no Delaware operations and no Delaware-source income still owes the $300, and an LLC doing millions in revenue elsewhere still owes only the $300 to Delaware. The flat amount is intentional: it keeps the cost of maintaining a Delaware LLC predictable, which matters most to small founders and non-resident owners who are budgeting a US entity from abroad and want no surprises in year two.

When is the Delaware LLC franchise tax due?

The franchise tax is due June 1 every year, and that date is the same for every LLC. It does not move with your formation date or anniversary — whether you formed in January or December, your franchise tax deadline is June 1. The payment covers the prior calendar year, so you are always paying for the year that just ended.

Your first payment is due the June 1 after the year you formed. An LLC formed at any point in 2026 makes its first $300 payment by June 1, 2027 — there is nothing owed for the partial first year before that. Because the date is fixed, the simplest approach is to set a single recurring reminder for June 1 and never think about it again. With our service we track the deadline for you and confirm the payment, which is the whole point of our how it works compliance support.

One subtle point about timing: because the deadline never moves, an LLC formed late in the year gets a long runway before its first payment. An LLC formed in November 2026 still does not owe its first $300 until June 1, 2027 — the same as one formed in January 2026. That means the practical cost of forming near year-end is no different on the franchise-tax side. The only thing that changes with formation date is your federal filing year, which is why we keep the state and federal deadlines on separate tracks rather than bundling them together.

Worked example: a non-resident LLC's first two years

Walk through a realistic timeline. Say a founder outside the US forms a single-member Delaware LLC in March 2026 through our flat $397 service, which includes the $110 Delaware state fee, the registered agent for year one, and the EIN application. In year one, there is no franchise tax yet — the first one is not due until June 1 of the following year — so the 2026 obligations are simply forming correctly and, for a foreign-owned LLC, planning the federal Form 5472 filing for the next spring.

By June 1, 2027 the founder owes the first flat $300 franchise tax plus the roughly $99 agent renewal — about $399 for the year. Note the April 15 line: that is a federal deadline, entirely separate from the state franchise tax, and it is the one most non-resident owners forget. We cover it in detail in our Form 5472 for Delaware LLCs guide. The pattern then repeats every year: $300 each June 1, plus the agent, plus the federal filing.

What is the penalty if I miss the June 1 deadline?

Missing June 1 is expensive relative to the small base amount. Delaware adds a $200 penalty the moment the deadline passes, plus 1.5% interest per month on the unpaid balance — and the interest accrues on the $300 tax and the $200 penalty combined. So a missed $300 payment immediately becomes $500 plus monthly interest, growing for as long as it stays unpaid.

The bigger consequence is losing good standing. An LLC that is not current on its franchise tax cannot get a certificate of good standing, which banks, payment processors, and financing partners often request. Practically, that can stall a Mercury or business banking application or a Stripe review until the balance is cleared. The recovery is straightforward: pay the tax, the $200 penalty, and the accrued interest, and good standing is restored. There is no separate reinstatement form for an LLC that simply paid late — settling the balance does it. Our deadline tracking exists precisely so you never reach this point.

To make the penalty concrete: if your $300 sits unpaid, the balance becomes $500 the day after June 1 ($300 tax plus the $200 penalty), and 1.5% per month begins accruing on that $500. A few months of delay turns a $300 obligation into well over $500, and the longer it runs the worse the ratio gets. Because the base amount is so small, the penalty is proportionally severe — which is exactly why missing the date is one of the few genuinely costly mistakes a Delaware LLC owner can make, and one of the easiest to avoid with a single calendar reminder set for June 1.

Is the LLC franchise tax based on shares or par value?

No — and this is a critical edge case to get right. Delaware corporations can calculate their franchise tax two ways: the authorized shares method and the assumed par value capital method. Both produce a variable bill that depends on share count and asset values, and a corporation can owe far more than the minimum. Neither method has anything to do with an LLC.

A Delaware LLC has no shares and no par value, so there is nothing to calculate. The LLC tax is a single flat $300 — always. If you ever see a tool, calculator, or service quoting an LLC a variable franchise tax based on authorized shares, they have confused the corporate rule with the LLC rule. The share-based methods are real, but they belong to corporations only. If you are weighing the two entity types, our Delaware C-Corp guide explains the corporate side, where the franchise tax math genuinely matters and can be large.

Notice the due dates differ too: LLC franchise tax is due June 1, while the corporate annual report and franchise tax are due March 1. Mixing these up is a common mistake, so always file by the date that matches your actual entity type. For a fuller comparison of ongoing cost between the two, see our Delaware LLC cost breakdown.

How does a non-resident owner pay the franchise tax?

Entirely online, with no US presence required. You do not need a US Social Security Number, a US address, or a US bank account to pay the Delaware LLC franchise tax. The payment is made through the Delaware Division of Corporations using your LLC's file number — the number stamped on your Certificate of Formation — and it can be settled with a card. This is the same remote-first process that lets a non-resident form and run the LLC in the first place; our Delaware LLC for non-residents guide covers the whole lifecycle.

With our service, you do not touch the state portal at all. We hold your file number, track the June 1 date, prepare the $300 payment, and send you confirmation once it is recorded. That removes the two things that trip up overseas owners most: forgetting the deadline in a different time zone, and uncertainty about the state's payment system. If you also want to understand the broader US tax picture beyond this single state fee, our Delaware LLC taxes overview explains what a non-resident actually owes and what they do not.

A frequent worry from overseas owners is whether paying late from a foreign card or in a different currency creates problems. It does not change the rule: the tax is $300 in US dollars, due June 1, and the penalty structure is identical no matter where you pay from. What does cause real trouble is paying after the deadline because of a time-zone mix-up — June 1 is a US date, so set your reminder for a day or two earlier to give yourself margin. The state does not extend the deadline for non-residents, and there is no separate international filing track; everyone pays the same flat $300 on the same date.

Does the franchise tax cover my federal tax filing?

No — and treating it as if it does is a costly mistake. The $300 franchise tax is a state fee, and it is not an income tax. It does not report your income to anyone and it does not satisfy any IRS requirement. Federal filings live on a completely separate track, with their own forms and their own deadlines.

For a foreign-owned single-member LLC treated as a disregarded entity, the key federal filing is Form 5472, attached to a pro forma Form 1120, due April 15 (or by an extended date with a Form 7004). It reports transactions between you and your LLC, such as the capital you contribute, and the penalty for not filing is $25,000 under the IRS rules. That is a federal April deadline that has nothing to do with the June 1 state franchise tax. Keep two separate reminders: April 15 for Form 5472, and June 1 for the franchise tax. Our EIN for a Delaware LLC and Form 5472 guides walk through the federal side step by step.

What are the most common Delaware LLC compliance mistakes?

Annual compliance for an LLC is genuinely simple, but the same handful of errors show up again and again. Each one is avoidable once you know the rule.

• Looking for an annual report form. There isn't one for an LLC. Owners waste time hunting for a report to file when all they owe is the $300 payment.
• Using the corporate March 1 date. The LLC franchise tax is due June 1, not the March 1 corporate deadline. Filing by the wrong date can mean a late penalty even when you thought you were early.
• Expecting a share-based bill. An LLC always pays the flat $300. Authorized shares and assumed par value never apply to an LLC.
• Assuming the franchise tax handles federal tax. It does not. Foreign-owned single-member LLCs still owe Form 5472 by April 15, with a $25,000 penalty for skipping it.
• Letting the registered agent lapse. If the agent isn't renewed, the state can flag the LLC even if the tax is paid. Keep both current.

Every one of these comes down to knowing that an LLC's annual obligation is one flat payment on one fixed date — plus a separate registered agent and separate federal filings. Get those three buckets straight and the whole thing is routine.

What happens if a Delaware LLC stops paying entirely?

If the franchise tax simply goes unpaid year after year, the balance keeps compounding: the $200 penalty plus 1.5% monthly interest grows on top of each missed $300. Past a prolonged period of non-payment, Delaware can cancel the LLC, which ends its legal existence. A cancelled LLC no longer provides the liability separation that was the reason to form it in the first place — an important edge case for any owner who thinks an inactive LLC can just be ignored.

Bringing a cancelled or delinquent LLC back means paying all back taxes, penalties, and accrued interest in full. If you no longer want the LLC, the clean move is to formally close it rather than let it lapse, so the obligation actually stops instead of quietly accruing. Either way, the cheapest and simplest path is to keep the flat $300 current each June 1. That single habit — paid on time, with the registered agent renewed — keeps the LLC in good standing indefinitely, and good standing is what banks, processors, and partners check before they work with you.

The takeaway is short enough to memorize. A Delaware LLC files no annual report; it pays a flat $300 franchise tax by June 1 each year, starting the June after formation. Miss it and you owe $200 more plus 1.5% monthly interest and lose good standing. The tax is never based on shares or par value — that is a corporation rule — and it never replaces your federal filings like Form 5472. Keep three things on the calendar — the June 1 franchise tax, the registered agent renewal, and any federal deadline that applies to you — and your Delaware LLC stays compliant with almost no effort.