Delaware LLC Annual Compliance Requirements (2026)
Everything your Delaware LLC must do to stay in good standing, annual report deadlines, registered agent rules, and state-specific obligations.
By Edmond Hui · Last updated: August 22, 2026
Delaware's compliance calendar is shorter than almost any other state's, and more expensive. There is no LLC annual report. The Division of Corporations says so directly: LLCs, LPs and GPs "are not required to file Annual Franchise Tax reports" and "there is no requirement to file an Annual Report." No member list, no address confirmation, no form of any kind. Nearly every guide that describes a Delaware LLC annual report has borrowed the rules that govern a Delaware corporation, which does file one, in March, at a different price.
What replaces it is a single payment. Under 6 Del. C. § 18-1107(b) every domestic and foreign Delaware LLC owes a flat annual tax, currently $400, plus $100 for each registered series. It does not scale with revenue, assets or activity, and there is no proration, so an LLC formed on December 28 owes the same as one formed in January. § 18-1107(c) makes it due on June 1 following the close of the calendar year, which means the payment you make each June settles the year that has already ended.
The cost is what makes Delaware unusual rather than the paperwork. At $110 to file the Certificate of Formation, Delaware's up-front fee is unremarkable, 28th of the 50 states. Its $400 recurring charge is not: only California ($810), Massachusetts ($520) and Rhode Island ($450) ask more each year, and Tennessee matches it. Counting the formation fee plus one year's tax, Delaware's $510 sits $278 above the $232 national average and ranks 46th of 50.
People pay it for the Court of Chancery, a business court that sits without juries before judges who do nothing else, and for an LLC Act that lets an operating agreement depart from default fiduciary duties further than most states allow. Whether that is worth $400 a year depends entirely on whether you will ever use it. For a single-member LLC operating wholly in another state, it usually is not, and the home state's own filing will still be required on top.
Annual Filing Requirements
Registered Agent Requirements
6 Del. C. § 18-104 requires every Delaware LLC to keep a registered agent with a Delaware business address at all times, whether or not the business trades here. The agent matters more in Delaware than in most states, because there is no annual report to remind you of anything: § 18-1107(d) has the Secretary of State mail the annual tax statement at least 60 days before June 1 to the LLC in care of that agent, so a lapsed or unmonitored agent is the usual route to a missed payment, a $200 penalty and loss of good standing.
Delaware Registered Agent Requirements →Late Filing Penalties
Penalty: $200 penalty plus 1.5% interest per month
A flat $200 is added to the tax and becomes part of it (§ 18-1107(e)), and 1.5% monthly interest starts running on the combined amount (§ 18-1107(c)). A missed $400 payment is $600 before any interest. The LLC also ceases to be in good standing under § 18-1107(h), which means the Secretary of State will not accept further filings for it and will not issue a certificate of good standing (§ 18-1107(k)).
Delaware Late Fee Guide →Delaware-Specific Compliance Considerations
There is no annual report, and no Form 1
Delaware LLCs file nothing annually. The Division of Corporations publishes sixteen LLC forms covering formation, amendment, change of agent, revival and cancellation, and none of them is an annual report; Delaware does not assign form numbers to LLC filings at all. A "Form 1", "Form LLC-1" or "Form DLLC" for a Delaware LLC does not exist. The obligation is a payment under 6 Del. C. § 18-1107, not a filing.
The June 1 payment is for the year before
6 Del. C. § 18-1107(c) makes the tax "due and payable on the first day of June following the close of the calendar year." HB 400 (85 Del. Laws c. 273, § 23) raised the rate from $300 to $400 effective January 1, 2026, so calendar year 2026 is the first year taxed at $400 and the first $400 payment falls due June 1, 2027. The payment collected on June 1, 2026 covered calendar year 2025 at $300. Delaware has not published a notice naming the first payment year, so treat that timing as the reading the statute supports rather than an express state statement.
Late costs $200 plus 1.5% a month, and three years is fatal
§ 18-1107(e) adds a one-time $200 to the tax, and § 18-1107(c) then charges 1.5% interest per month, or part of a month, on the combined amount. A missed $400 payment is $600 before interest. The LLC ceases to be in good standing immediately, which blocks all filings and any certificate of good standing. After three years of non-payment § 18-1108(a) cancels the certificate of formation outright, effective on the third anniversary of the due date.
Falling behind does not cost you the liability shield
This is worth stating because the opposite claim is widespread. § 18-1107(n) provides that a member or manager is not liable for the LLC's debts "solely by reason of" unpaid tax or loss of good standing, and § 18-1107(m) provides that non-payment does not impair any contract, deed, mortgage, security interest or lien, nor prevent the LLC from defending a suit. What you do lose, under § 18-1107(k) and (l), is the ability to make filings, obtain certificates, or maintain an action in a Delaware court until you are current.
No publication requirement
Unlike New York or Arizona, Delaware requires no newspaper notice of formation. No publication fee appears on the Division's fee schedule or in 6 Del. C. ch. 18, subch. XI.
The Court of Chancery, and what it is actually for
Delaware's Court of Chancery hears business disputes without juries, before judges who specialise in them, which is the substantive reason sophisticated and investor-backed entities incorporate here. It is a benefit you draw on in litigation and in financing diligence. It does nothing for a business that never has either, which is why forming in Delaware while operating elsewhere usually just adds a $400 tax and a foreign qualification to the home state's own requirements.
Frequently Asked Questions
Edmond Hui · Founder, MyStateLLC
Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.