Delaware business filings, and when each one is due
Two dates, two entity types, and one penalty that is the same for both.
A Delaware corporation files an annual report and pays franchise tax on or before March 1. A Delaware LLC files no annual report and pays a flat annual tax on or before June 1. Late is $200 plus 1.5 percent interest per month, for either one, whatever the company earned.
Work it out in a minute
Nine questions across revenue, capacity and control. Shows which of the three is costing you most, and where to start.
What we take on
Corporations: March 1, report and tax together
Active domestic corporations file the annual report and pay franchise tax for the prior year on or before March 1. It is one filing, not two, and the report fee is $50 for a non-exempt domestic corporation.
LLCs: June 1, tax only
A Delaware LLC files no annual report at all. It pays a flat annual tax of $400 on or before June 1 for the prior year. Limited partnerships and general partnerships sit on the same date and the same amount.
The franchise tax minimum depends on the method
A corporation pays $175 minimum under the authorized shares method, or $400 minimum under the assumed par value capital method. You may use whichever gives the lower number. The maximum is $200,000, and $250,000 for large corporate filers.
Over $5,000 means quarterly
A corporation whose franchise tax runs to $5,000 or more pays in installments: 40 percent by June 1, 20 percent by September 1, 20 percent by December 1, and the balance by March 1.
Zero revenue changes nothing
Delaware franchise tax is calculated on shares or assets, not on income. The LLC tax is flat. An entity active in the records at any point in the year owes the full amount, with no proration for a short year.
Late is $200 plus interest, either side
The penalty is $200, plus interest at 1.5 percent per month on the tax and the penalty together. It compounds quietly, which is why a two year gap is far more than twice a one year gap.
What usually goes wrong
The most common Delaware mistake is not a missed date. It is a corporation paying the authorized shares number because that is what the notice showed, without running the assumed par value calculation that would have produced a smaller bill.
The second is registered agent drift. Delaware sends the notice to the agent, the agent sends it to whoever was named when the company was formed, and that person left two years ago. Nothing in the state record updates itself.
The third is assuming a dormant company is exempt. It is not. An entity that sat idle all year, earned nothing and held no bank account still owes the full amount, because the calculation never looks at revenue.
A foreign corporation registered in Delaware runs on a different date again. Its annual report is due June 30, and the fee moved to $250 in 2026. Companies formed elsewhere and qualified into Delaware miss this one most often.
None of this is complicated. It is a calendar problem, and calendar problems are what happen when nobody owns the calendar. Checked against the official state pages in September 2026.
Questions we get
Does a Delaware LLC file an annual report?
No. Delaware does not require an annual report from an LLC, a limited partnership or a general partnership. There is only the annual tax, due June 1.
This surprises people who moved from a state where the report is the main event.
What happens if we are two years behind?
Each year carries its own $200 penalty and its own interest running at 1.5 percent per month on tax and penalty together. The state will not waive it for a company that was simply not trading.
Pay the oldest year first so the interest stops compounding on the largest base.
Is the franchise tax based on our revenue?
No. For a corporation it is based on authorized shares or on assumed par value capital, and for an LLC it is a flat amount. Revenue does not enter either calculation.
A company with no income and a large authorized share count can owe a real number.
Can we reduce the corporate franchise tax?
Often, by running the assumed par value capital method rather than accepting the authorized shares figure on the notice. The state lets you use whichever method gives the lower tax.
It needs your issued shares and gross assets, which means the books have to be current before you can even try.
Do you file this for us?
We keep the books the numbers come from, and we run the calendar so the date does not arrive as a surprise. Your registered agent or your CPA files it.
What we are good at is the part that makes the filing quick: current books and balances somebody has proved.
We got a Delaware notice we do not understand.
Send it over. Most of them are a routine annual report notice, a franchise tax assessment based on the default method, or a registered agent renewal.
You get back what it is, what it wants, by when, and what happens if it is ignored.
Most Delaware companies operate somewhere else. California, Texas and New York are where the second calendar usually sits.
More in the guides and every answer in one place.
Shaheer leads the work, with engineers, writers, filers and analysts behind him. C-suite operations for a San Francisco AI company, Six Sigma on the process side, Anthropic certified on the Model Context Protocol, ten years across eight industries. See what we have built