How Do You File a Delaware Annual Report ? and Avoid Penalties

Delaware annual report filing depends on your entity type. A Delaware LLC has no annual report to file. It pays a flat $400 annual tax online through the Delaware Division of Corporations by June 1. A Delaware corporation files an annual report online by March 1 and pays the franchise tax at the same time. Foreign corporations registered in Delaware file by June 30. To avoid penalties, pay or file on time: as of October 2026, a late LLC owes a $200 penalty plus 1.5% monthly interest and immediately loses good standing. 

An annual report for a Delaware LLC doesn’t exist. Delaware LLCs are required to pay an annual tax without an attached document, although some people refer to that payment as an annual report.

Does a Delaware LLC Have to File an Annual Report?

No, a Delaware LLC, LP, or GP is not required to file an annual report. These entities are required to pay the annual tax on or before June 1 of each year. No additional information is required with the payment.

Delaware does not require an LLC to submit an address, manager, or agent information. Delaware requires nothing. The rule also encompasses foreign LLCs. So if your LLC is formed in one state but registered to do business in Delaware, you will still pay the tax. A series LLC will pay an additional $100 per registered series, in addition to the parent LLC’s tax.

How Much Is the Delaware LLC Annual Tax in 2026?

Delaware increased its LLC annual tax from $300 to $400 with House Bill 400, signed on May 21, 2026. The first tax at the new rate, for the 2026 tax year, is due on June 1, 2027.

Delaware does not prorate. An LLC formed in November 2026 will owe the full $400 for 2026 in June 2027, even if the LLC earned no income in 2026.

When Is the Delaware LLC Annual Tax Due?

Delaware requires LLCs to pay their annual tax by June 1 for the prior year. This means the tax for 2026, due in 2027, will be due on June 1, 2027.

By statute, the Delaware Division of Corporations mails a notice to your registered agent at least 60 days prior to the annual franchise tax report and payment due date. Many agents will not forward this notice to you. Depending on your agent’s activities and the accuracy of the information you provided, the reminder to file your franchise tax report may not reach you. Keep your agent service in good standing and make sure the notice reaches a place where it will be read.

Closing an LLC also alters timing. The full tax for the year is due and payable before the Certificate of Cancellation can be filed. Therefore, if you dissolve your LLC in 2026, you must pay the $400 2026 franchise tax in 2026. For additional information on dissolving your LLC, please see our article on dissolving your Delaware LLC.

How Do You Pay the Delaware LLC Annual Tax Online?

To pay your annual Delaware LLC franchise tax, you will need to go to the Division of Corporations LLC/LP/GP Tax Section.

Please be advised that only Visa, MasterCard, American Express, and Discover cards are accepted forms of payment. ACH debits are required for payment of $5,000 or more. Repeat clicks on the submit button can cause double charging of your card, so please be sure to click submit only once.

You will receive a payment confirmation. If you need proof of good standing for your LLC for a bank or an investor, you will need to request a certificate of good standing from the Division of Corporations.

The Division of Corporations issues a warning about unscrupulous solicitations. Notices to pay your franchise taxes are sent from the state of Delaware or your registered agent. If you receive a notice from any other entity, it is not from the state.

What Happens If You Miss the June 1 Delaware LLC Tax Deadline?

After the deadline, there is a $200 penalty and a 1.5% per-month interest charge on the past-due amount. The bigger concern is what happens afterward.

• The LLC will immediately lose its good standing status. The Secretary of State will not accept any filings or issue a certificate of good standing.
• The LLC also immediately loses the ability to bring lawsuits in the courts of the state of Delaware.
• After 3 months, the statute permits the Attorney General to petition the Court of Chancery for a permanent injunction against the LLC for continued failure to pay.
• After 3 years, the certificate of formation is canceled.

Revival means the LLC would need to file a Certificate of Revival ($180 under the statute) and pay all back taxes, penalties, and interest. Missed payments do not make the members of an LLC personally liable for LLC debts, and do not void existing contracts. The primary effect of failing to pay is loss of good standing, which negatively impacts the LLC’s ability to do business (banks, payment processors, investors, etc.).

How Does the Delaware Annual Report Work for Corporations?

Corporations follow a separate system. A domestic corporation files its report and pays franchise tax by March 1, online only.

A $200 penalty is charged for failure to file and pay, with an additional 1.5% of the tax due each month thereafter. Foreign corporations are subject to a $250 penalty.

The Delaware franchise tax has a minimum of $175 under the authorized shares method and $400 under the assumed par value method, capped at $200,000 (or $ 250,000 for large corporate filers). Run the assumed par value method if you are a startup with millions of authorized shares. For more information, check out our article on Delaware C-Corp Taxation.

Which Delaware and Federal Filings Get Confused With the Annual Report?

• Business License: Any person conducting a trade or business in the State of Delaware is required to obtain a Business License from the Delaware Division of Revenue. The division has a separate number to call for an LLC that exists only on paper in Delaware.
• Federal Reporting: Paying Delaware state taxes does not affect your federal taxes. A foreign-owned, single-member LLC is still required to file various forms, including Form 5472. 
• Other States: If you are doing business in more than one state, you have to file a report with each of those states.

What Delaware Annual Report Mistakes Do Businesses Make Most Often?

• Paying $300 because an old guide said so. Go to the Division’s website to check the amount due.
• Failing to file because you are waiting for a reminder sent to the registered agent’s address, which is often outdated.
• Leaving an LLC alive that is supposed to be dormant. The $400 continues to accrue, and a status was revoked after three years; you still owe the state to reinstate it.
• Paying a solicitation letter that looks official.
• Conflating the LLC tax and the corporate franchise tax.

We check the status of Delaware LLCs for our clients and file the payment as part of the annual compliance filing. If you have an LLC you are not using and are unsure whether taxes are due, reach out to us, and we can handle closing the LLC for you before another June 1st passes.

Delaware Annual Report FAQs: Fees, Deadlines, and Penalties

Does Delaware require LLCs to file an annual report?

No. LLCs pay an annual tax and file no report.

How much is the annual tax for a Delaware LLC?

$400 a year, up from $300. The first $400 payment is due June 1, 2027, for tax year 2026.

Is an annual tax payment required for a Delaware LLC with no income?

Yes, the tax is flat and applies to any LLC that is active in Delaware in a given year.

What happens if the Delaware LLC tax is not paid?

A $200 penalty is charged, and interest of 1.5% is charged every month. In addition, the LLC loses good standing and is canceled after 3 years.

When is an annual report filed for a Delaware corporation?

Domestic corporations file on March 1st, and foreign corporations file on June 30th.