Delaware corporations must file an annual report and pay franchise tax by March 1 each year. The minimum is typically $225, and it can reach $200,000 or more depending on the calculation method. Delaware LLCs and partnerships do not file an annual report, but they must pay a flat $300 franchise tax by June 1. Missing either deadline triggers penalties and interest and costs the company its good standing.
You’ve probably received a reminder from your registered agent, corporate attorney or Orbiss about the State of Delaware’s requirement to file your entity’s annual report. Reports must be filed no later than March 1 if your company is incorporated in Delaware, or June 1 if it was formed in Delaware as an LLC or partnership.
Here’s a friendly tip: mark these deadlines on your calendar with the same importance as April 15 if you are filing for an extension, and October 15, the extended corporate tax return deadline. Our 2026 U.S. corporate tax calendar lists the federal dates.
What is the Delaware annual report?
You may have come across the terms Delaware annual report and franchise tax. While there isn’t a significant difference between the two, both are important mandatory requirements.
The annual report is the process of updating your company’s basic information, such as its business address, the names of its officers and directors, its shares and its assets. Its purpose is to keep the state’s records current and accurate. The franchise tax, on the other hand, is the fee payable to the State of Delaware when submitting the filing, in order to maintain the privilege of legally existing as a business entity. Corporations calculate their franchise tax based on authorized shares or the “assumed par value” method, while LLCs and partnerships typically pay a flat annual franchise tax.
You should note:
- Corporations must file an annual report and pay franchise tax no later than March 1 each year.
- LLCs and partnerships do not file an annual report, but they must pay their flat franchise tax by June 1 each year.
A small but important detail: if the due date falls on a weekend, do not assume the State of Delaware will grant an extra day. Your report and payment must be submitted no later than March 1 or June 1, with no exceptions. Delaware isn’t quite as flexible as the IRS, but you can still reach a representative by phone or chat during those days if needed.
What happens if you miss the Delaware deadline?
Not a million-dollar question, but certainly an important one.
The first thing to keep in mind is that penalties and interest will begin to accrue on your franchise tax balance until the filing is submitted and paid in full. These additional charges can add up quickly. The second is that during this period, your entity will no longer be in “good standing” with the state, which can delay certain processes. Here are a few examples:
- Fundraising: if your company is going through an investment process, a certificate of good standing will be requested from your state of incorporation or formation. This certificate will not be available until your entity has been restored to good standing with Delaware.
- Banking: banks periodically verify your company’s status by requesting a certificate of good standing. If your entity is not in good standing, this may delay transactions or create compliance issues.
- Expanding to other states: if you plan to register your company to do business in another state (foreign qualification), a certificate of good standing from your state of incorporation or formation is required as part of the application. Without it, your registration cannot be completed.
The third thing to be mindful of: if the situation remains unresolved for too long, your company may eventually be declared void, canceled or inactive for failure to comply with state requirements. This will not happen overnight. However, the annual report and franchise tax must be submitted as soon as you become aware of the noncompliance.
How much Delaware franchise tax do you owe?
Now, this might be the million-dollar question. Let’s answer the simple part first:
- Delaware LLCs and partnerships typically pay a flat annual franchise tax of $300, regardless of income or activity. There is no choice: this is the amount to pay.
- Delaware corporations calculate the franchise tax using either the authorized shares method or the assumed par value capital method.
Typically, for Delaware corporations, the minimum tax fee is $225, with no obligation to declare any shares or assets. It can reach $200,000 per year (or more, for certain large corporations). The amount varies depending on the number of authorized shares and the company’s financials. Since the calculation method can significantly affect the amount due, it is important to review your company’s structure carefully to determine the most favorable and accurate calculation.
- Authorized shares method: based purely on the number of authorized shares your corporation has.
- Assumed par value capital method: calculated using the corporation’s total gross assets divided by the number of issued shares.
When we file your annual report:
- We enter the number of authorized and issued shares your corporation has.
- We enter the total gross assets, usually as of December 31.
- We recalculate the amount due.
The system then calculates the tax both ways and automatically applies the lower of the two amounts. So technically, you don’t need to actively “choose”: the form does it for you. The key is providing accurate numbers for authorized shares, issued shares and gross assets.
Also make sure your balance sheet numbers are correct, because Delaware can verify them and may audit if they seem inconsistent. For more on the calculation methods, see the State of Delaware’s franchise tax calculator.
What do you need before filing the Delaware annual report?
Before you log into the Delaware Division of Corporations portal, make sure you have these four things ready:
- Your 7-digit Business Entity File Number: you can find it on your original Certificate of Incorporation or by searching the Delaware entity database.
- Total gross assets: this number must come from your most recent federal tax return (specifically Form 1120, Schedule L). If you haven’t filed your 2025 taxes yet, use the figures from your year-end balance sheet.
- Issued shares count: the exact number of shares held by founders, employees and investors as of December 31.
- Director information: you are required to list the names and addresses of all current directors and at least one officer.
One more tip (and we promise this is the last one): Orbiss is your partner every step of the way. We’re committed to helping you maintain your entity’s compliance while making the process as smooth and simple as possible.
Reach out to make sure you’re compliant and ahead of the deadlines.
Frequently asked questions
When is the Delaware annual report due?
Delaware corporations must file the annual report and pay franchise tax by March 1 each year. Delaware LLCs and partnerships do not file an annual report but must pay their flat franchise tax by June 1. Delaware does not grant an extra day when the due date falls on a weekend.
How much is the Delaware franchise tax for an LLC?
Delaware LLCs and partnerships typically pay a flat annual franchise tax of $300, regardless of income or activity.
What is the minimum Delaware franchise tax for a corporation?
Typically $225, with no obligation to declare any shares or assets. Depending on the number of authorized shares and the company’s financials, it can reach $200,000 per year, or more for certain large corporations.
Which franchise tax calculation method should a corporation use?
You don’t need to choose. When you enter your authorized shares, issued shares and total gross assets, the system calculates the tax with both the authorized shares method and the assumed par value capital method and applies the lower amount.
What happens if a Delaware company misses the deadline?
Penalties and interest accrue on the franchise tax balance until it is paid, and the company loses its good standing, which can delay fundraising, banking and registrations in other states. If the situation stays unresolved for too long, the company may eventually be declared void, canceled or inactive.
This article is for general informational purposes only and does not constitute legal, tax, or accounting advice. Rules and requirements vary by company, individual, and jurisdiction, and can change. Please seek advice appropriate to your specific situation.