Delaware Annual Report: What LLCs and Corps Must File

Do Delaware LLCs file an annual report?

No. This is the single most important thing to understand about Delaware compliance: a Delaware LLC does not file an annual report. There is no form to complete, no list of members to submit, and no report fee. The entire annual state obligation for a Delaware LLC is the flat $300 franchise tax, paid by June 1 each year, starting the year after formation.

Many founders assume Delaware works like other states where every LLC files a yearly report. It does not. If you own a Delaware LLC, paying the $300 is everything you owe the state directly. You can read the full breakdown on our Delaware franchise tax guide, and see how the LLC structure works overall on our Delaware LLC page.

Does a Delaware corporation file an annual report?

Yes. A Delaware corporation must file an annual report and pay a $50 filing fee, both due by March 1. The report is filed at the same time as the corporation’s franchise tax, which starts at a $175 minimum and is calculated from share structure. The two charges are paid together in one online transaction.

The annual report itself collects basic governance information. You must list the corporation’s registered agent and registered office, its principal place of business, the total number of authorized shares, and the names and addresses of all directors plus at least one officer. If you run a C-corp for fundraising, our Delaware C-corp guide covers the full compliance picture, and your Delaware registered agent details must be current on the report.

LLC vs corporation: what each one files

The cleanest way to avoid mistakes is to keep the two entity types side by side. The table below shows exactly what a Delaware LLC owes versus a Delaware corporation each year.

The takeaway is simple. An LLC has one deadline (June 1) and one number ($300). A corporation has one deadline (March 1) and two charges (the $50 report plus the franchise tax). Confusing the two is what trips people up, especially founders who switch entity types or own both.

Why do so many founders confuse the LLC and corporation rules?

The confusion is structural, not careless. Most US states bundle one “annual report” for every business type, so a founder who once ran a Florida or California entity arrives at Delaware expecting the same single yearly filing. Delaware splits the universe in two: a corporation path with a report on March 1, and an LLC path with no report at all and a flat tax on June 1. The two words founders hear most — “annual report” and “franchise tax” — mean different things depending on which entity you actually own.

A second source of confusion is the bill itself. The Delaware notice a corporation receives often leads with a large Authorized Shares Method figure, while the LLC notice is a quiet, identical $300 every year. Founders who read about a startup’s shocking franchise tax assume it applies to them, when in fact it only ever applies to corporations with many authorized shares. If you are unsure which set of rules governs you, start from your formation document: a Certificate of Formation means you have an LLC, while a Certificate of Incorporation means you have a corporation. Our franchise tax guide walks through both bills line by line.

When is the Delaware annual report due?

The Delaware corporation annual report and franchise tax are both due by March 1 every year. There is no LLC annual report, but the Delaware LLC franchise tax falls on a different date entirely: June 1. These two dates are easy to mix up, so write them down based on your entity type:

• Corporation: annual report ($50) + franchise tax, due March 1.
• LLC: franchise tax only ($300 flat), no report, due June 1.

The obligation begins the year after formation. A corporation formed in 2026 files its first annual report by March 1, 2027; an LLC formed in 2026 pays its first $300 by June 1, 2027.

What exactly does a corporation report on its annual report?

A Delaware corporation annual report is short, but every field matters because the state and third parties rely on it. You confirm or update the following:

• Registered agent and registered office — the agent and the physical Delaware address where legal service is accepted. This must match your current registered agent record.
• Principal place of business — the corporation’s main operating address, which can be outside Delaware or even outside the United States.
• Total authorized shares — the share count from your Certificate of Incorporation, which also feeds the franchise tax calculation.
• Directors and one officer — the names and addresses of all directors plus at least one officer of the corporation.

Notice what is not on the report: there is no requirement to disclose every shareholder, no financial statement, and no profit figure. Delaware deliberately keeps the public report light. If your directors or officers changed during the year, the annual report is the moment you bring the record current. A foreign-owned C-corp should also check our Delaware C-corp guide before filing, because the people you list here are visible to investors performing due diligence.

How to file a Delaware corporation annual report

You file through the Delaware Division of Corporations online portal using your entity’s file number. For a corporation, the system walks you through the report fields first, then calculates the franchise tax. Because Delaware lets corporations pay the lower of two calculation methods, you enter your share and asset figures so the portal can compare them.

• Look up your corporation by file number.
• Enter the registered agent, principal office, authorized shares, and director and officer details.
• Review the franchise tax under both the Authorized Shares Method and the Assumed Par Value Method, and let the system bill the lower amount.
• Pay the $50 report fee plus the franchise tax by card and save the receipt.

If a startup receives a shocking five- or six-figure franchise tax notice, it almost always means the bill was calculated on the Authorized Shares Method and should be recalculated under Assumed Par Value. The franchise tax guide explains both methods in detail.

How is the corporation franchise tax actually calculated?

Delaware gives corporations two ways to calculate franchise tax and lets you pay whichever is lower, which is why the right method can be the difference between a $400 bill and a five-figure one. Under the Authorized Shares Method, the tax is $175 for up to 5,000 authorized shares, $250 for up to 10,000, and roughly $85 more for each additional 10,000 shares, climbing quickly for share-heavy startups. Under the Assumed Par Value Method, the tax is based on issued shares and total gross assets, with a $400 minimum, and it usually produces the much lower number for a young company with millions of authorized but few issued shares. The overall maximum is $200,000.

A typical Delaware C-corp authorizes 10,000,000 shares for a clean cap table. On the Authorized Shares Method that looks terrifying — tens of thousands of dollars. Recalculated on the Assumed Par Value Method using the few hundred thousand shares actually issued and the company’s modest assets, the same corporation usually owes near the $400 minimum. The portal shows both, but it defaults to displaying the Authorized Shares figure first, which is the single biggest source of panic emails we receive each February.

The lesson: a corporation should never just pay the first number it sees. Always confirm the Assumed Par Value figure before paying. Our franchise tax page and pricing page show how we handle this for the entities we manage.

What happens if you file late or miss the deadline?

Missing the deadline is costly. Delaware adds a $200 penalty immediately and charges 1.5% interest per month on the unpaid balance, for both the corporation March 1 deadline and the LLC June 1 franchise tax. More importantly, your entity loses its good standing. While out of good standing you generally cannot obtain a Certificate of Good Standing, which banks, investors, and other states frequently require. Let it lapse long enough and Delaware can declare a corporation void or cancel an LLC.

What does losing good standing actually cost you in practice?

“Loss of good standing” sounds abstract until it blocks something you urgently need. The state penalty — $200 plus 1.5% per month — is often the smallest part of the damage. The real cost is operational. A Mercury or Relay bank account review can stall if the entity is not in good standing. A new investor running due diligence will pull a Certificate of Good Standing, and a “not in good standing” result can freeze a funding round. Registering to do business in another state (a foreign qualification) typically requires a current Certificate from Delaware, so a lapse blocks expansion too.

There is also a timing trap. To bring an entity back into good standing you must pay every overdue year of tax, plus the $200 penalty and accrued 1.5% monthly interest for each, before the state will issue the Certificate. Because interest compounds monthly, a single missed $300 LLC franchise tax can balloon into several hundred dollars within a year, and a missed corporation filing grows faster still. The fix is never complicated, but it is always more expensive and slower than simply paying on time. This is why we track deadlines for the entities we manage — keep your registered agent current and your franchise tax paid, and good standing takes care of itself.

Worked example: a single-member LLC vs a funded C-corp

Consider two non-resident founders who form in the same week. Priya forms a single-member Delaware LLC for a freelance design business. Her annual Delaware obligation is one line: $300, due June 1, no report, every year, regardless of how much she earns. If she pays on time she never sees a penalty, and her entity stays in good standing automatically.

Daniel forms a Delaware C-corp to raise venture capital and authorizes 10,000,000 shares. His annual Delaware obligation is two parts: the annual report ($50) and franchise tax, both due March 1. The first February he logs in and sees a frightening Authorized Shares estimate in the tens of thousands. He recalculates under the Assumed Par Value Method using his issued shares and gross assets, the figure drops to around the $400 minimum, and he pays roughly $450 in total. Same country, same week, completely different filing — which is exactly why you must know your entity type before you do anything else. Daniel’s situation is covered in depth on our Delaware C-corp page, and Priya’s on our Delaware LLC page.

Common mistakes to avoid with Delaware filings

Most Delaware compliance problems come from a short list of avoidable errors. Watch for these:

• Filing an LLC “annual report.” There is no such thing. If a third-party site offers to file your Delaware LLC annual report, you are being upsold a service that does not exist — you owe only the $300 franchise tax.
• Mixing up March 1 and June 1. Corporations are March 1; LLCs are June 1. Calendar both based on your actual entity type.
• Paying the Authorized Shares estimate blindly. Always check the Assumed Par Value figure first.
• Letting the registered agent lapse. If your registered agent resigns or goes unpaid, you can miss the state notice entirely and blow the deadline.
• Forgetting the federal side. A foreign-owned LLC that pays the $300 on time can still face a $25,000 IRS penalty for skipping Form 5472. State compliance is not federal compliance.

What non-resident owners should also know

If you are a non-US founder, the state side is the easy part: a Delaware LLC pays the $300 franchise tax by June 1 and files no annual report. The obligation that surprises many international owners is federal, not state. A foreign-owned single-member Delaware LLC treated as a disregarded entity must file Form 5472 with a pro-forma Form 1120 with the IRS each year, and the penalty for not filing is $25,000. That is a separate requirement from the Delaware franchise tax and is far more expensive to get wrong. Form 5472 is generally due with the 1120 on April 15 and is extendable.

Beneficial ownership reporting has changed recently and deserves care. In March 2025, FinCEN issued an interim final rule that removed the BOI reporting obligation for US domestic reporting companies; under that rule only “foreign reporting companies” registered to do business in the US are required to report, and US persons are exempt from providing their information. This area is still evolving, so confirm the current FinCEN requirements before relying on any single answer rather than assuming the rule that applied a year ago still holds.

How does the annual deadline differ across states?

Founders comparing Delaware with other states often discover the “no LLC annual report” rule is a genuine Delaware advantage in simplicity, even though Delaware’s flat $300 is higher than some states’ report fees. The figures below are approximate and you should verify current state fees before relying on them, but they show why founders find Delaware easy to keep compliant once they understand it.

If Wyoming’s lower ongoing cost and privacy appeal to you, our sister site wyomingllc.co covers Wyoming formation, and you can compare both directly on our Delaware vs Wyoming LLC page. The right answer depends on whether you are optimizing for the Court of Chancery and investor familiarity (Delaware) or lower recurring cost and privacy (Wyoming).

How DelawareLLC.co keeps your entity in good standing

For LLCs we monitor the June 1 franchise tax deadline and can file and pay the flat $300 on your behalf. For corporations we prepare the annual report, confirm your directors, officers, and registered agent are current, recalculate the franchise tax under both methods so you pay the lower amount, and submit everything before March 1. We send reminders ahead of each deadline whether or not you renew other services with us, and we keep a compliance record so you can pull a Certificate of Good Standing whenever a bank or investor asks.

New formations are $397 all-inclusive, with the Delaware $110 Certificate of Formation state fee already included and filing completed in 48 hours. That covers the EIN application, registered agent for year one, operating agreement, US bank account application help with Mercury, Relay, or Wise, and Stripe approval support. From Year 2 onward your ongoing cost is the $300 franchise tax (due June 1) plus roughly $99 to renew your registered agent — and still no annual report for an LLC.

If you would rather not track the dates yourself, your DelawareLLC.co specialist monitors your deadline and can file and pay on your behalf, so your entity never slips out of good standing. Start with the Delaware LLC service, review the franchise tax rules, check the pricing page for the full Year 1 and Year 2 breakdown, and keep your registered agent current. If you operate elsewhere, we also run wyomingllc.co for Wyoming LLCs, with ein.so and itin.so for EIN and ITIN help.