Delaware SOS Annual Report: Deadlines, Fees, and Franchise Tax

Delaware annual report deadlines and fees depend on what kind of entity you have. Domestic corporations file an annual report and pay franchise tax by March 1, with tax running from $175 to $200,000 plus a $50 filing fee. LLCs, limited partnerships, and general partnerships owe a flat $300 by June 1 and file no report. Foreign corporations file by June 30 and pay $125. Miss any of these dates and Delaware adds a penalty plus 1.5% monthly interest, and after a year of noncompliance a domestic corporation’s charter is voided.¹

Deadlines and Fees by Entity Type

Domestic Corporations

The annual report and franchise tax are due on or before March 1 each year, and every domestic corporation must file online. The filing fee is $50 for standard corporations and $25 for exempt entities such as nonprofits.² That fee sits on top of the franchise tax itself, so a corporation paying the $175 minimum owes at least $225 total.

Late filers pay a flat $200 penalty and 1.5% monthly interest on the unpaid balance, which continues to accrue every month until the account is cleared.¹

LLCs, Limited Partnerships, and General Partnerships

These entities don’t file an annual report at all. They owe a flat $300 annual tax due by June 1.³ Miss it and the same structure applies: $200 penalty plus 1.5% monthly interest on the outstanding balance.⁴ Limited partnerships are covered by a parallel statute with the same amounts and dates.⁵

Foreign Corporations

A corporation formed elsewhere but registered to do business in Delaware files its annual report by June 30. The filing fee is $125, and the late penalty is also $125.¹ Foreign corporations don’t pay a share-based franchise tax, so $125 is the whole annual cost when filed on time.

How Delaware Calculates the Franchise Tax

For domestic corporations, the franchise tax is where most of the money is, and Delaware offers two calculation methods. You can use whichever produces the lower bill. The online portal runs both automatically, but understanding them matters because startups routinely overpay by thousands when they don’t check. Both methods cap out at $200,000 per year.⁶

Authorized Shares Method

This method looks only at how many shares your corporation is authorized to issue, ignoring what’s actually outstanding or what the company owns:

5,000 shares or fewer: $175 (the minimum)
5,001 to 10,000 shares: $250
Each additional 10,000 shares or portion thereof: add $85

The bill climbs fast. A corporation authorized to issue 1 million shares owes roughly $8,590 under this method.⁶

Assumed Par Value Capital Method

This alternative factors in your total gross assets (from Form 1120, Schedule L on your federal return) and your total issued shares, not just what’s authorized. The steps:

Divide total gross assets by total issued shares. That’s your “assumed par value.”
Multiply the assumed par value by the number of authorized shares whose stated par value is less than the assumed par value.
Add the value of authorized shares whose par value is higher (par value times number of shares).
The total is your assumed par value capital. Tax is $400 per million dollars, or fraction of a million.

The minimum under this method is $400, higher than the $175 authorized-shares floor. But for companies with big authorized share pools and modest assets, the assumed par value calculation often produces a much smaller bill. That’s usually where startups and growth-stage corporations find their savings.⁶

What You Need to File

You’ll need your Delaware entity file number, which was assigned at incorporation. The Division of Corporations portal uses it to pull up your record and then asks for your registered office and agent, nature of business, principal place of business, current directors, the name and title of the signing officer, and stock information for each class (authorized shares and par value).⁷

If you plan to use the assumed par value method, have your total gross assets and total issued shares in hand before you start. The system needs both figures to run that calculation.

The report must be signed by a director, the president, secretary, treasurer, or another authorized officer.⁸ The portal accepts Visa, MasterCard, American Express, Discover, and ACH debit from a checking account. ACH is required for any transaction above $5,000.² Save the PDF confirmation with the timestamp and confirmation number for your records. Once processed, your entity status shows good standing, which is what banks, lenders, and other states will check.

If You Miss the Deadline

The penalty and interest are the first problem. The bigger one comes if you keep ignoring it. A corporation that neglects or refuses to pay its franchise tax or file a complete annual report for a full year has its charter voided by the state. Once that happens, the corporation’s powers become inoperative.⁹

The Secretary of State mails a warning notice by November 30 to corporations behind on taxes or reports, giving them until the following March 1 to catch up before the charter is voided.⁹ A voided corporation can’t sue, sign enforceable contracts, or operate under its own name, and another entity may be able to grab that name while the charter is inactive.

Reviving a Voided Corporation

Delaware lets a voided corporation file a certificate of revival authorized by its board. The certificate lists the original incorporation date, the date the charter became void, current registered agent and office information, and the name under which the corporation will be revived.¹⁰

The revival filing fee is $189, but the corporation also has to pay every back franchise tax, penalty, and interest charge that accrued through the void period. If the charter has been void more than five years, Delaware offers an alternative: pay three times the current year’s franchise tax instead of the full back-tax balance.¹⁰ LLCs and limited partnerships have their own revival process through the Division of Corporations under a different statutory framework.¹¹

1
Delaware Division of Corporations. Annual Report and Tax Information
2
Delaware Division of Corporations. Annual Report and Tax Instructions
3
Delaware Division of Corporations. LLC/LP/GP Franchise Tax Instructions
4
Justia. Delaware Code Title 6 Chapter 18 Section 18-1107 – Taxation of Limited Liability Companies and Registered Series
5
Delaware Code Online. Delaware Code Title 6 Chapter 17 Subchapter XI
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Delaware Division of Corporations. How to Calculate Franchise Taxes
7
Justia. Delaware Code Title 8 Chapter 5 Section 502 – Annual Franchise Tax Report
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Delaware Code Online. Delaware Code Title 8 Chapter 5 Section 502
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Justia. Delaware Code Title 8 Chapter 5 Section 510 – Failure to Pay Tax or File a Complete Annual Franchise Tax Report
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Delaware Code Online. Delaware Code Title 8 Chapter 1 Subchapter XII – Section 312, Revival of Certificate of Incorporation
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Delaware Division of Corporations. Renewal For All Entities