Staying compliant in Delaware

Do Delaware LLCs file an annual report?

No. The Division's tax instructions say it plainly: "There is no requirement to file an Annual Report." An LLC's yearly duty to the state is the tax payment described below.⁴

So the report fee is $0, and there's no form asking you to restate your members, managers or addresses each year. That has a practical side effect. In report states, the yearly filing nudges owners to confirm their agent and office details. A Delaware LLC gets no such prompt, so the registered office and agent on the state record stay as they were until you file an amendment or your agent resigns.⁴

If you run an LLC in another state too, its rules may differ. Compare staying compliant in Maryland, New Jersey or Pennsylvania, and see how annual reports work for what a report usually asks.

How does the Delaware annual LLC tax work?

Delaware LLCs "are required to pay an annual tax of $400.00", a fixed figure rather than a share of income, paid to the Division of Corporations each year for the year before.¹

Some details are worth knowing before the first bill.

1. The tax looks back. The Division's instructions say "The annual taxes for the prior year are due on or before June 1st". The payment you make in June covers the year before it.⁴
2. The Division gives the same $400 figure for LLCs generally, and the facts behind this page show no exemption for an LLC that earned nothing.¹
3. A few older pages on the Division's site still show a lower figure. The tax instructions and the annual tax page both give $400, so budget for that.¹

The sources behind this page don't say whether an LLC formed partway through a year pays the full amount for that first year. Ask the Division before your first June deadline if you formed late in the year. The tax instructions page is the Division's own explanation of how to pay.

This annual tax is separate from income tax. Federal income tax is handled with the IRS, and any other Delaware tax obligations depend on where and how the business earns money; Delaware's Division of Revenue or a tax professional can say which apply. If your LLC operates in another state, that state may tax it too.

What happens if a Delaware LLC pays late or loses its agent?

Paying the annual tax after the deadline costs a $200 penalty plus 1.5% interest per month on tax and penalty. The interest runs on the penalty as well as the tax, so the balance grows each month it stays unpaid.¹

The sources for this page don't say how long an unpaid tax can sit before the state acts on the LLC's status, or how it affects good standing. If a June payment was missed, ask the Division what the unpaid balance means for your LLC.

The agent rule carries a sharper consequence. Under 6 Del. C. § 18-104, an agent that resigns without naming a successor gives the LLC at least 30 days' written notice, and the resignation takes effect 30 days after the certificate is filed. If the LLC doesn't name a new agent within 30 days of the agent's resignation, its certificate of formation is canceled.²

Delaware's word for bringing an LLC back is revival. The fee schedule lists $220 for reviving a domestic LLC, and the schedule's note puts unpaid annual tax and penalties outside that figure. If the LLC kept trading or signed contracts while cancelled, talk to a lawyer about where that leaves you. The Delaware registered agent guide covers the resignation rule in more detail.³

How do you keep your Delaware registered agent current?

Keep an agent on record whose business office is your Delaware registered office, and file a change-of-agent amendment ($50) whenever you switch agents or the office moves.³

The statute describes the agent as "having a business office identical with such registered office" (6 Del. C. § 18-104). If your agent moves offices or stops trading, the registered office on record no longer matches the agent's business office, and the record needs updating.²

The change-of-agent filing

The filing is the Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Liability Company, which the Division accepts online through its Document Filing and Certificate Request Service or by mail. Its timing is not fixed, since regular (non-expedited) processing varies with volume. File the amendment, wait until the Division has filed it, and only then cancel the old service. The general steps are in how to change a registered agent, and how to cancel an agent service covers notice periods. Foreign LLCs registered in Delaware (registration costs $200) use the same change-of-agent fee, which the schedule lists for domestic and foreign entities alike.^{3, 5, 6, 7}

What compliance features cover for a Delaware LLC

Several providers describe their compliance extras in terms of annual reports. In Delaware the yearly item is a tax payment, so ask what each feature would do here.

• Reminders. InCorp Services lists email reminders for deadlines (annual reports, franchise tax); ask whether its franchise tax tracking includes Delaware's LLC tax. Northwest Registered Agent says it will send reminders when your annual report is due, which describes a report Delaware LLCs don't file. LegalZoom lists a Compliance Calendar (Email reminders about annual report deadlines via Compliance Calendar) and says its agent service sends reminders when tax and annual report deadlines are approaching; ask whether that includes Delaware's June tax date.^{8, 9, 10}
• Annual report filing plans, such as InCorp Services at $89 + state fees, LegalZoom at $99 + state filing fees and ZenBusiness's Worry-Free Compliance $199/year. A Delaware LLC has no report for them to file. Ask in writing whether a plan pays or reminds you about the annual tax before you buy one.^{11, 12, 13}
• Notice forwarding. A resignation notice, court papers and state mail all depend on the agent reaching you. Keep your email and phone current in the provider's account.
• Renewal terms. The agent's bill recurs next to the annual tax. Northwest Registered Agent lists $125 per year. InCorp Services lists $129 per year flat rate, though its terms allow it to charge the 'then current' fee. Harbor Compliance renews at $159 annually, and Swyft Filings bills $149 per quarter, auto-renews until cancelled.^{8, 14, 15, 16}

The Delaware agent services comparison puts these prices side by side, and services with compliance tools compares the reminder features across states.

What does a Delaware LLC compliance calendar look like?

Each year has a fixed state date, the tax deadline (due on or before June 1), plus your agent's renewal and anything you need to amend.¹

The formation year

1. Certificate filed. The formation year starts when the Division files your Certificate of Formation. The Delaware LLC formation guide covers that step, and the cheapest ways to form a Delaware LLC adds up the up-front fees.
2. Agent contact details. Confirm where your registered agent will send notices and when its service renews.
3. Tax setup. Ask the IRS and Delaware's Division of Revenue which registrations apply, and keep those dates on their own list.
4. No tax payment yet in the year you form. The Division says "The annual taxes for the prior year are due on or before June 1st", so the first payment comes the following June.⁴

Every year after

1. Annual tax. Pay $400 for the prior year, due on or before June 1. Paying late adds the penalty and monthly interest above.¹
2. Agent renewal. Decide whether to keep your provider before its renewal date and any notice period in its terms.
3. Record check. Look up your LLC with the Division once a year and confirm the registered agent and office. If either is wrong, file the amendment.
4. After a resignation notice, name a new agent at once. The statute cancels the certificate unless a new agent is named within 30 days of the agent's resignation.²

Terms such as revival and service of process are defined in the glossary, and what a registered agent does explains the agent's day-to-day role.