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.
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:
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.
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:
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.
Now, this might be the million-dollar question. Let’s answer the simple part first:
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.
When we file your annual report:
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.
Before you log into the Delaware Division of Corporations portal, make sure you have these four things ready:
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.
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.
Delaware LLCs and partnerships typically pay a flat annual franchise tax of $300, regardless of income or activity.
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.
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.
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.