Delaware Annual Report 2026: Complete Filing Guide, Deadline, and Fee Schedule

The State Everyone Chooses, and What It Actually Charges

Delaware is the default answer to where to incorporate, and it is also the most expensive state in this series to keep an entity alive in. A Delaware LLC costs $400 a year to exist, whether it trades or not. That is sixteen times the Colorado figure and eight times what Alabama charges. Founders who chose Delaware for the case law and the Court of Chancery are usually right about the reasons and wrong about the running cost, and the gap between those two things is where the $200 penalty lives.

The Division of Corporations at corp.delaware.gov handles both entity types, and it is quick: one to two business days is normal, the fastest turnaround among the states covered here. Speed is not the problem in Delaware. Knowing which obligation applies to you, and on which date, is.

LLCs: a flat tax, and no report to fill in

A Delaware LLC does not file an annual report at all. It pays a flat $400 annual tax by June 1, and that is the whole obligation on the state side. There is no form asking for members, managers, or addresses, which sounds like a relief and produces a specific hazard: because nothing is ever asked, the record can sit unexamined for years while the registered agent, the members, and the operating reality all move on.

Corporations: a report and a calculated tax

A Delaware corporation has more to do. It files an Annual Report by March 1 that lists its directors, its officers, and its addresses, and it pays franchise tax that starts at $175 for a small corporation and is calculated by reference to shares. A corporation that authorised ten million shares at formation because a template suggested it can receive a tax figure in the thousands, then discover that a different permitted calculation method produces a far smaller number. That is a Delaware conversation worth having in January, not in the last week of February.

Delaware at a Glance

Two dates in one state, three months apart, is the structural trap. An owner holding a Delaware corporation and a Delaware LLC has a March obligation and a June one, and the June one is the larger. Groups that hold several Delaware entities should expect the calendar to look like two seasons rather than one date. Our Delaware LLC cost page sets out what a full year of holding one runs before any of this goes wrong.

The Penalty Clock on Delaware Franchise Tax

Delaware's penalty is the largest fixed number in this series and it comes with interest. A missed year adds $200 immediately and 1.5% per month on the unpaid tax, which on an LLC's $400 is $6 a month, or $72 across a year. Then it repeats.

A small corporation runs the same shape on a smaller base: $175 plus $200 is $375 in the first year before interest, and a corporation whose tax is calculated on a large authorised share count sees every row scale with it. The three-year LLC total of roughly $2,232 is worth sitting with, because it is the price of a dormant company that somebody formed for a project that never happened and never closed.

Void status and what it blocks

Delaware does not use the language of delinquency for long. Around 18 months into non-payment the entity is heading for void status, and void is a word with commercial consequences. No Delaware certificate of good standing will issue, which matters more here than anywhere else because Delaware certificates are the ones investors, lenders, and acquirers routinely require. A financing round pauses. A share purchase agreement cannot be signed on a representation that the company is in good standing. For a holding structure sitting above operating subsidiaries, a void parent is a problem in every jurisdiction below it.

Revival, and the absence of a deadline

Delaware allows a Certificate of Revival with no time limit, which is genuinely useful and easy to misread. There is no deadline because the bill keeps running: revival requires every year of unpaid tax, every $200 penalty, and all accrued interest, and Delaware wants the tax position clear before it restores the record. A company revived in year four pays for years one through four, not for the year it decides to fix things. The Delaware revival guide covers the sequence, and the practical rule is the same as everywhere else: an entity you no longer need should be dissolved, because in Delaware doing nothing costs $400 a year plus penalties.

Three Delaware Filings in Practice

Scenario one: a non-resident founder's single-member LLC

A founder living outside the United States holds a single-member Delaware LLC for a software product. Her only Delaware obligation is $400 by June 1. She pays it in April, from a card that she checks will not be declined by a cross-border fraud rule, because a declined payment on May 31 is a $200 penalty rather than an inconvenience. Her registered agent invoice arrives separately and she treats the two as one annual event. Total Delaware cost for the year: $400 plus the agent fee, with no form to complete and no officer detail to reconcile.

Scenario two: a corporation listing its directors and officers

A venture-backed corporation files its Annual Report by March 1. The report names every director, the officers, and the corporation's addresses, so this is the filing that publishes a board that changed twice during the year: an investor director appointed at the Series A in May, and a founder stepping off the board in November. The corporation files with the current board, pays franchise tax computed under the method that produces the lower figure for its share structure, and hands the acceptance to its counsel for the diligence folder. Corporations that let the report repeat last year's board create a discrepancy that surfaces during the next financing, when investor counsel compares the Delaware record with the stock ledger.

Scenario three: a Delaware parent registered in two other states

A Delaware corporation qualifies in California and Alabama to employ staff in both. Delaware wants its Annual Report and franchise tax by March 1, from $175. California wants a Statement of Information each year at $25 in the anniversary window, and the Franchise Tax Board wants $800 whether or not the company profits. Alabama wants its Business Privilege Tax Return by April 15 at $50. Three jurisdictions, three deadlines inside seven weeks, and the largest single number on the list is the one nobody filed a form for. The company keeps a per-jurisdiction compliance calendar that records the agency, the date, the amount, and the penalty, because the failure mode here is not forgetting Delaware. It is assuming Delaware was the whole picture.

Five Mistakes That Make Delaware Expensive

Mistake 1: Relying on the agent's reminder to arrive

What happens. The owner treats the registered agent's annual notice as the trigger for payment. Why it fails. The notice goes to the contact the agent holds, which for a company that changed hands, changed email domains, or let an agent relationship lapse may be nobody. Delaware's obligation does not depend on it. Consequence. $200 plus 1.5% per month attaches on the day after the deadline. Prevention. Calendar March 1 or June 1 yourself, and confirm the entity's status directly on the state record rather than waiting for post.

Mistake 2: Mixing up the two Delaware dates

What happens. An owner with both entity types pays everything in June, or expects an LLC to have a March obligation. Why it fails. Corporations are due March 1 and LLCs June 1. The dates are three months apart and apply strictly by entity type, not by group. Consequence. A corporation paid in June is three months late and carries the $200. Prevention. Put the entity type next to every date in the calendar, and check each entity on the Delaware entity search rather than assuming.

Mistake 3: Leaving the registered agent relationship to lapse

What happens. The agent's invoice goes unpaid and the appointment ends, or the agent resigns and nothing replaces it. Why it fails. Delaware requires a registered agent at all times, and an LLC that never files a report has no other moment when the state asks whether the agent is real. Consequence. Notices and service of process reach nobody, and the entity drifts toward void status without anyone hearing about it. Prevention. Keep Delaware registered agent service current as a standing item, and file the Delaware agent change promptly when providers change.

Mistake 4: Assuming a dormant entity costs nothing

What happens. A company formed for a deal that never closed is left on the register because closing it feels like paperwork. Why it fails. Delaware charges $400 a year for an LLC regardless of activity, and adds $200 plus interest when that goes unpaid. A zero-revenue entity is not a zero-cost entity. Consequence. Three quiet years produce roughly $2,232 and a void company that has to be revived before it can even be dissolved. Prevention. Decide annually whether each entity earns its $400, and close the ones that do not.

Mistake 5: Thinking formation covered the first year

What happens. A company incorporated in October assumes its first tax year is next year's problem. Why it fails. Delaware has no separate initial report, and no combined filing either. The ordinary deadline applies to the entity from its first cycle, so a corporation formed late in the year still faces March 1. Consequence. A first-year company collects a $200 penalty that is larger than the tax it was avoiding. Prevention. When the Delaware incorporation completes, diary the first March 1 or June 1 immediately and confirm which one applies.

Two Dates, One Register

Delaware rewards a register rather than a reminder. For each entity, record the exact name, the file number, the entity type, the date that follows from it, the registered agent and their contact, and for corporations the authorised and issued share position that drives the tax. Review it in January, before the March corporate deadline, so that a share-structure question can be answered while there is time to answer it properly. Groups with a Delaware parent and operating entities elsewhere should keep the Delaware line at the top of the calendar, because it is the entity whose good standing every other jurisdiction and every investor will ask about. Our annual report service tracks both Delaware dates alongside filings in every other state.

How File.Business Handles Delaware Franchise Tax

We identify the correct obligation by entity type, calculate corporate franchise tax under the method that produces the lower legitimate figure, prepare the director and officer detail for the Annual Report, submit ahead of March 1 or June 1, pay the tax, and return the receipt. Entities on our compliance plan carry Delaware registered agent service and continuous status monitoring, which matters most for LLCs precisely because the state never asks them for anything else. The Delaware annual report page covers the agency-side steps for anyone filing directly.

More on Delaware: Delaware franchise tax filing if you want it handled, foreign qualification in Delaware if you are registering from another state, and the Delaware certificate of good standing when an investor asks for one.

Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.