Does a Delaware LLC have to file an annual report?

No. The Delaware Division of Corporations states: "LLCs, LPs, and GPs are not required to file Annual Franchise Tax reports with the Division of Corporations, they must pay the $400 yearly tax on or before June 1st." Its FAQ repeats the point: "There is no requirement to file an Annual Report." There is no annual report form, no information statement, and no member or manager list to file. The Division's complete list of LLC forms runs to sixteen documents 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, so any guide naming a "Form 1", "Form LLC-1" or "Form DLLC" for a Delaware LLC is describing something that does not exist. What you owe is the annual LLC tax under Delaware law. It is a payment, not a filing. The confusion is understandable, because Delaware corporations do file an annual report, and on a different schedule. See the comparison below.

How much is the Delaware LLC annual tax, and when is it due?

The tax is a flat $400 per LLC, plus $100 for each registered series, under Delaware law. It does not scale with revenue, assets, members or activity, and it is the same figure for a dormant holding company and an operating business. It is due on June 1, but for the year before. Delaware law makes the tax "due and payable on the first day of June following the close of the calendar year." That one clause is what trips people up: the payment you make on June 1 is settling the calendar year that has already ended. The rate rose from $300 to $400 (and from $75 to $100 per registered series) under a Delaware bill that took effect January 1, 2026. Read together with the arrears rule, that means calendar year 2026 is the first year taxed at $400, so the first $400 payment falls due June 1, 2027. The payment collected on June 1, 2026 covered calendar year 2025 at $300, and the Division's own tax instructions page still read $300 in every archived capture through June 30, 2026, moving to $400 only after that due date passed. Delaware has not published a notice naming the first payment year in so many words, so treat the June 2027 timing as the reading the statute and the Division's own conduct support rather than as an express state statement.

What is the penalty for paying the Delaware LLC tax late?

A one-time $200 penalty, plus 1.5% interest per month running on the tax and the penalty together. The two halves come from different subsections. One imposes the flat sum on "neglect, refusal or failure" to pay by June 1 and provides that it is "to be recovered by adding that amount to the annual tax and such additional sum shall become a part of the tax." The other then charges interest "at the rate of 1½%" for each month or part of a month until fully paid, on the tax, which by then includes the penalty. So a missed $400 payment becomes $600 immediately, and interest accrues on the $600, with a part-month counting as a whole month. A registered series carries its own $50 penalty. There is no per-month flat charge. Figures like "$10 for each month" or "$25 per year" appear nowhere in Delaware's LLC Act or on any Division page. You also lose good standing the moment the payment is late, under Delaware law.

What happens to my Delaware LLC if I never pay?

The consequences arrive in stages, and they are narrower than commonly claimed. Immediately: under Delaware law, the LLC ceases to be in good standing. The Secretary of State will not accept almost any further filing for it, and will not issue a certificate of good standing, until the tax, penalties and interest are paid (the law excepts only a registered-agent resignation with no successor, and certain certificates of amendment). Under the same law the LLC also may not "maintain any action, suit or proceeding" in a Delaware court until it is restored, which reaches a case already pending as well as a new one, though the law preserves its right to defend. After one month, the unpaid tax is a debt the state can sue to recover. After three months in arrears, the Attorney General may ask the Court of Chancery to enjoin the LLC from transacting business anywhere until it pays. After three years: Delaware law cancels the certificate of formation outright, "such cancellation to be effective on the third anniversary of such due date." The Secretary of State publishes the list of cancelled entities online for a week on or before October 31 each year and advertises where to find it in a Delaware newspaper. Throughout all of this, the LLC remains an LLC. Delaware law says a company in bad standing "shall remain a domestic limited liability company formed under this chapter."

Does missing the payment cost me my liability protection?

No, and Delaware says so in terms. Delaware law provides that a member or manager "is not liable for the debts, obligations or liabilities" of the LLC "solely by reason of the neglect, refusal or failure" to pay the annual tax "or by reason of such domestic limited liability company... ceasing to be in good standing." The subsection immediately before it protects the LLC's paperwork just as directly. It says non-payment "shall not impair the validity of any contract, deed, mortgage, security interest, lien or act" of the LLC, nor "prevent" it "from defending any action, suit or proceeding" in a Delaware court. This matters because the opposite claim is everywhere. Falling behind on the Delaware tax is expensive and it blocks filings, certificates and offensive litigation in Delaware. It does not pierce the veil, and it does not void your contracts. If a page tells you a late tax payment exposes your personal assets, it is describing a rule Delaware wrote two subsections specifically to negate.

How do I get a Delaware LLC back in good standing?

If the LLC has only lost good standing, you pay. No filing is required. Delaware law restores the LLC "upon the payment of the annual tax and all penalties and interest thereon for each year" that was missed. Restoration follows the money automatically. If the certificate of formation has already been cancelled at the three-year mark, the cure is a Certificate of Revival. The Division's fee schedule lists "Revival of Domestic LLC" at $220.00, and Delaware law requires that fee, plus the tax with "all penalties and interest thereon due at the time of the cancellation", to accompany the certificate. Delaware's LLC Act sets no deadline for filing a certificate of revival. The commonly repeated claim that Delaware allows reinstatement "for up to three years" inverts the rule: three years is the period of non-payment that triggers cancellation, not a window that starts afterwards. The word "reinstatement" does not appear in the Delaware LLC Act at all. Revival is also retroactive. The law validates "all contracts, acts, matters and things made, done and performed by the limited liability company" during the cancellation "as if the certificate of formation of the limited liability company had remained in full force and effect."

Delaware corporations file an annual report. Why doesn't my LLC?

Because they are governed by different statutes, and almost every wrong figure written about "the Delaware LLC annual report" is a corporation figure that wandered into the wrong article. A domestic Delaware corporation files an annual report with its franchise tax, due March 1 under Delaware's corporation law. The report fee is $25 for an exempt corporation and $50 for a non-exempt one. An exempt corporation pays no franchise tax at all; a non-exempt one pays it on top of the report fee, starting at $175 under the Authorized Shares Method or $400 under the Assumed Par Value Capital Method and running to a $200,000 maximum, or $250,000 for a Large Corporate Filer. A foreign corporation registered in Delaware files its annual report on or before June 30 and pays a $250 filing fee, and the Division adds a $250 penalty if it is late. A Delaware LLC files nothing and pays a flat $400 by June 1 for the prior calendar year. There is no scale, no minimum, no maximum and no report. So if you have read that your LLC owes a "$300 minimum, up to $5,000" franchise tax, or that the deadline is March 1 or June 30, or that the fee is $25, $100 or $125, every one of those is either a corporate figure or a figure that matches nothing in Delaware law.

Delaware LLC Annual Report: None, but $400/yr Tax

Delaware LLCs file no annual report and no information statement. The obligation is a flat annual LLC tax, due June 1 for the previous calendar year. Here is what you owe, when, and what happens if you miss it.

By Edmond Hui · Last updated: August 2026

Delaware LLCs have no annual report requirement. There is no recurring report to file with the state. See details below.

Filing for a corporation instead? See the Delaware corporation annual report.

Need the Delaware Division of Corporations?

Go directly to the Delaware Division of Corporations website.

Visit the Delaware filing office →

Does a Delaware LLC file an annual report?

Due Date	None required
Fee	No annual report; $400/yr entity tax instead
Filing Method	Pay online at corp.delaware.gov. There is no report form to complete.
Late Penalty	$200 penalty plus 1.5% interest per month
Official state page	corp.delaware.gov

Step diagram for Delaware LLC compliance, showing the 5 steps a state that requires no annual report still asks of an LLC. — What Delaware asks of an LLC each year, in a state that requires no annual report. Source: Delaware Division of Corporations.

What, if anything, does a Delaware LLC file each year?

1
Confirm you are looking for the right obligation
Delaware's Division of Corporations states it plainly: "All Domestic and Foreign Limited Liability Companies, Limited Partnerships, and General Partnerships formed or registered in Delaware are required to pay an annual tax of $400.00. There is no requirement to file an Annual Report." No form, no member list, no address update, no filing of any kind. Almost every guide that tells you otherwise has borrowed the rules for a Delaware corporation, which does file an annual report, on a different date, at a different price.
2
Watch for the statement sent to your registered agent
Under Delaware law the Secretary of State mails an annual statement for the tax at least 60 days before June 1, addressed to your LLC in care of its Delaware registered agent. You will usually hear about it from the agent rather than from the state directly, which is one practical reason an unreachable or lapsed registered agent turns into a missed payment.
3
Look up your entity and pay
Go to corp.delaware.gov and use the LLC/LP/GP tax payment service. You will need your Delaware file number, which appears on your stamped Certificate of Formation and in the Division's entity search. Payment is by credit card or ACH. Because there is no report attached, there is nothing to prepare in advance beyond the file number.
4
Pay the full year even if the LLC was formed in December
The Division is explicit that "there is no proration on alternative entity taxes" and that the tax is assessed if the entity is active in its records "anytime during January 1st through December 31st of the current tax year." An LLC formed on December 28, 2026 owes the full 2026 tax by June 1, 2027, the same as one formed in January. If you have registered series, each one owes its own $100.
5
Keep the payment confirmation
Save the confirmation. Because Delaware issues no report acknowledgement, the payment receipt is your record that the LLC is current. If you need documentary proof for a bank or a counterparty, order a certificate of good standing from the Division: $50 for the short form, $175 for the long form. Note that the Division will not issue one at all while any annual tax is unpaid.

This guide is general information, not legal or tax advice, and reading it does not create an attorney-client relationship. It reports what each state publishes about filing deadlines, fees, and the consequences of missing them, with the sources this page cites. It cannot tell you what your own company owes: the date turns on when and where you formed, states change these rules between our reviews, and in several states an entity-level tax falls due in a year when no report does. Confirm your own dates with the filing office named on this page before you rely on one here, because missing a deadline can cost the company its good standing or, in many states, its existence.

Read this guide for another state:

Frequently Asked Questions

: No. The Delaware Division of Corporations states: "LLCs, LPs, and GPs are not required to file Annual Franchise Tax reports with the Division of Corporations, they must pay the $400 yearly tax on or before June 1st." Its FAQ repeats the point: "There is no requirement to file an Annual Report." There is no annual report form, no information statement, and no member or manager list to file. The Division's complete list of LLC forms runs to sixteen documents 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, so any guide naming a "Form 1", "Form LLC-1" or "Form DLLC" for a Delaware LLC is describing something that does not exist. What you owe is the annual LLC tax under Delaware law. It is a payment, not a filing. The confusion is understandable, because Delaware corporations do file an annual report, and on a different schedule. See the comparison below.
: The tax is a flat $400 per LLC, plus $100 for each registered series, under Delaware law. It does not scale with revenue, assets, members or activity, and it is the same figure for a dormant holding company and an operating business. It is due on June 1, but for the year before. Delaware law makes the tax "due and payable on the first day of June following the close of the calendar year." That one clause is what trips people up: the payment you make on June 1 is settling the calendar year that has already ended. The rate rose from $300 to $400 (and from $75 to $100 per registered series) under a Delaware bill that took effect January 1, 2026. Read together with the arrears rule, that means calendar year 2026 is the first year taxed at $400, so the first $400 payment falls due June 1, 2027. The payment collected on June 1, 2026 covered calendar year 2025 at $300, and the Division's own tax instructions page still read $300 in every archived capture through June 30, 2026, moving to $400 only after that due date passed. Delaware has not published a notice naming the first payment year in so many words, so treat the June 2027 timing as the reading the statute and the Division's own conduct support rather than as an express state statement.
: A one-time $200 penalty, plus 1.5% interest per month running on the tax and the penalty together. The two halves come from different subsections. One imposes the flat sum on "neglect, refusal or failure" to pay by June 1 and provides that it is "to be recovered by adding that amount to the annual tax and such additional sum shall become a part of the tax." The other then charges interest "at the rate of 1½%" for each month or part of a month until fully paid, on the tax, which by then includes the penalty. So a missed $400 payment becomes $600 immediately, and interest accrues on the $600, with a part-month counting as a whole month. A registered series carries its own $50 penalty. There is no per-month flat charge. Figures like "$10 for each month" or "$25 per year" appear nowhere in Delaware's LLC Act or on any Division page. You also lose good standing the moment the payment is late, under Delaware law.
: The consequences arrive in stages, and they are narrower than commonly claimed. Immediately: under Delaware law, the LLC ceases to be in good standing. The Secretary of State will not accept almost any further filing for it, and will not issue a certificate of good standing, until the tax, penalties and interest are paid (the law excepts only a registered-agent resignation with no successor, and certain certificates of amendment). Under the same law the LLC also may not "maintain any action, suit or proceeding" in a Delaware court until it is restored, which reaches a case already pending as well as a new one, though the law preserves its right to defend. After one month, the unpaid tax is a debt the state can sue to recover. After three months in arrears, the Attorney General may ask the Court of Chancery to enjoin the LLC from transacting business anywhere until it pays. After three years: Delaware law cancels the certificate of formation outright, "such cancellation to be effective on the third anniversary of such due date." The Secretary of State publishes the list of cancelled entities online for a week on or before October 31 each year and advertises where to find it in a Delaware newspaper. Throughout all of this, the LLC remains an LLC. Delaware law says a company in bad standing "shall remain a domestic limited liability company formed under this chapter."
: No, and Delaware says so in terms. Delaware law provides that a member or manager "is not liable for the debts, obligations or liabilities" of the LLC "solely by reason of the neglect, refusal or failure" to pay the annual tax "or by reason of such domestic limited liability company... ceasing to be in good standing." The subsection immediately before it protects the LLC's paperwork just as directly. It says non-payment "shall not impair the validity of any contract, deed, mortgage, security interest, lien or act" of the LLC, nor "prevent" it "from defending any action, suit or proceeding" in a Delaware court. This matters because the opposite claim is everywhere. Falling behind on the Delaware tax is expensive and it blocks filings, certificates and offensive litigation in Delaware. It does not pierce the veil, and it does not void your contracts. If a page tells you a late tax payment exposes your personal assets, it is describing a rule Delaware wrote two subsections specifically to negate.
: If the LLC has only lost good standing, you pay. No filing is required. Delaware law restores the LLC "upon the payment of the annual tax and all penalties and interest thereon for each year" that was missed. Restoration follows the money automatically. If the certificate of formation has already been cancelled at the three-year mark, the cure is a Certificate of Revival. The Division's fee schedule lists "Revival of Domestic LLC" at $220.00, and Delaware law requires that fee, plus the tax with "all penalties and interest thereon due at the time of the cancellation", to accompany the certificate. Delaware's LLC Act sets no deadline for filing a certificate of revival. The commonly repeated claim that Delaware allows reinstatement "for up to three years" inverts the rule: three years is the period of non-payment that triggers cancellation, not a window that starts afterwards. The word "reinstatement" does not appear in the Delaware LLC Act at all. Revival is also retroactive. The law validates "all contracts, acts, matters and things made, done and performed by the limited liability company" during the cancellation "as if the certificate of formation of the limited liability company had remained in full force and effect."
: Because they are governed by different statutes, and almost every wrong figure written about "the Delaware LLC annual report" is a corporation figure that wandered into the wrong article. A domestic Delaware corporation files an annual report with its franchise tax, due March 1 under Delaware's corporation law. The report fee is $25 for an exempt corporation and $50 for a non-exempt one. An exempt corporation pays no franchise tax at all; a non-exempt one pays it on top of the report fee, starting at $175 under the Authorized Shares Method or $400 under the Assumed Par Value Capital Method and running to a $200,000 maximum, or $250,000 for a Large Corporate Filer. A foreign corporation registered in Delaware files its annual report on or before June 30 and pays a $250 filing fee, and the Division adds a $250 penalty if it is late. A Delaware LLC files nothing and pays a flat $400 by June 1 for the prior calendar year. There is no scale, no minimum, no maximum and no report. So if you have read that your LLC owes a "$300 minimum, up to $5,000" franchise tax, or that the deadline is March 1 or June 30, or that the fee is $25, $100 or $125, every one of those is either a corporate figure or a figure that matches nothing in Delaware law.

Sources

32 documents

Each entry below is a document recorded in our verified Delaware sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Delaware statute: 6 Del. C. § 18-1107 (annual LLC tax)
Delaware statute: 6 Del. C. § 18-1107(d) (annual tax statement)
Delaware statute: § 18-1107(b) (tax on registered series)
Delaware statute: § 18-1107(k) (certificates refused)
Delaware statute: 6 Del. C. § 18-1107(b) (annual LLC tax)
Delaware statute: § 18-1107(c) (tax due date)
Delaware law: HB 400, 85 Del. Laws c. 273, § 23 (tax rate increase)
Delaware law: HB 400, § 45 (effective date)
Delaware statute: 6 Del. C. § 18-1107(e) (late payment penalty)
Delaware statute: § 18-1107(c) (interest on unpaid tax)
Delaware statute: 6 Del. C. ch. 18 (Delaware LLC Act)
Delaware statute: § 18-1107(h) (loss of good standing)
Delaware statute: § 18-1107(k) (filings refused, with exceptions)
Delaware statute: § 18-217(h)(6) (certain certificates of amendment)
Delaware statute: § 18-1107(l) (bar on bringing suits)
Delaware statute: § 18-1107(m) (right to defend preserved)
Delaware statute: § 18-1107(g) (unpaid tax as a debt)
Delaware statute: § 18-1107(j) (Attorney General injunction)
Delaware statute: § 18-1108(a) (cancellation for non-payment)
Delaware statute: § 18-1107(k) (LLC status continues)
Delaware statute: 6 Del. C. § 18-1107(n) (no personal liability)
Delaware statute: § 18-1107(m) (contracts and defense preserved)
Delaware statute: 6 Del. C. § 18-1107(i) (restoring good standing)
Delaware statute: § 18-1109 (certificate of revival)
Delaware statute: § 18-1109(a) (amounts due with revival)
Delaware statute: 6 Del. C. 18-1109 (no revival deadline)
Delaware statute: § 18-1109(c) (revival is retroactive)
Delaware statute: 8 Del. C. § 502(a) (corporate annual report)
Delaware statute: 8 Del. C. § 501(a) (exempt corporations)
corp.delaware.govDelaware Division of Corporations: business entity filings
delcode.delaware.gov/title6/c018/sc11/Delaware statute: Annual LLC Tax
corp.delaware.gov/alt-entitytaxinstructions/Delaware agency guidance: Annual LLC Tax

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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.

How we check facts

Does a Delaware LLC file an annual report?

What, if anything, does a Delaware LLC file each year?

Confirm you are looking for the right obligation

Watch for the statement sent to your registered agent

Look up your entity and pay

Pay the full year even if the LLC was formed in December

Keep the payment confirmation