Is there a late fee for a Delaware LLC annual report?

There is no such fee, because there is no such report. The Delaware Division of Corporations states that LLCs "are not required to file Annual Franchise Tax reports with the Division of Corporations" and that "there is no requirement to file an Annual Report." What you can be late on is the annual LLC tax. Under Delaware law, that penalty is a flat $200, imposed once per missed year rather than per month, plus interest at 1.5% for each month or part of a month. The two provisions compound in a specific way worth understanding. The penalty provision says the $200 is "to be recovered by adding that amount to the annual tax and such additional sum shall become a part of the tax." The interest provision then charges interest on "the tax," which now includes the penalty. So the interest runs on $600, not on $400. Registered series are billed separately: $100 tax and a $50 penalty each.

Is there a monthly late charge on top of that?

Only interest. Delaware charges 1.5% per month on the tax and penalty combined, and a partial month counts as a full one, so the effective annual rate is 18% or more depending on when you pay. There is no flat monthly charge. Figures such as "$10 for each month the report remains unfiled" appear nowhere in Delaware's LLC Act and nowhere on the Division of Corporations' site. Neither does "$25 per year" in overdue report fees, which is the fee an exempt Delaware corporation pays for its annual report, not anything an LLC owes. One missed year at the $400 rate looks like this: $400 tax, plus $200 penalty, plus 1.5% a month on the $600. Twelve months late, at the simple 1.5% a month the statute prescribes, that is $708 before the second year's tax lands on top of it.

Will Delaware administratively dissolve my LLC?

Delaware does not use that term for an LLC, and the timeline usually quoted for it is wrong. The phrase "administrative dissolution" does not appear anywhere in the Delaware Limited Liability Company Act. Delaware's two operative concepts are ceasing to be in good standing, which happens immediately on non-payment, and cancellation of the certificate of formation. Cancellation is not a proceeding and nobody initiates it. It happens by operation of law when the tax "is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date." So claims that dissolution follows six to twelve months of non-payment, or that it starts after two consecutive missed years, both understate how long you have. The real risk in that first year is not cancellation. It is the Attorney General's power, available after three months in arrears, to ask the Court of Chancery to stop the LLC transacting business anywhere until it pays.

Does an unpaid Delaware tax put my personal assets at risk?

No. Delaware legislated against exactly this claim. Delaware law says 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 same law protects the LLC's paperwork in the same breath: 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. The real consequences are procedural, and they are still worth avoiding: you cannot file anything with the Secretary of State, you cannot get a certificate of good standing (which is the point at which most owners discover the problem, usually mid-financing), and under Delaware law you cannot bring a lawsuit in a Delaware court until you are restored. You can still be sued, and you can still defend. Be sceptical of any page telling you that a late Delaware payment voids your contracts or pierces the veil. Two consecutive subsections of the statute say the opposite.

How do I get back in good standing?

Pay. That is the entire process, as long as the certificate of formation has not been cancelled. Delaware law provides that the LLC "shall be restored to and have the status of a domestic limited liability company... in good standing... upon the payment of the annual tax and all penalties and interest thereon for each year" that was missed. There is no reinstatement application, no form and no separate restoration fee. Restoration follows the money. If the three-year mark has passed and the certificate has been cancelled, you file a Certificate of Revival instead, at $220, again after clearing all arrears. That filing is retroactive under Delaware law, so the gap closes rather than leaving a hole in the LLC's history. Either way, the amount owed only grows: each June 1 that passes adds another year's tax and another $200, and interest keeps running on all of it.

Can I ask Delaware to waive or reduce the late tax penalty?

The statute gives the Secretary of State no waiver power over the late-payment penalty or the interest. Both are written as mandatory: the LLC "shall pay the sum of $200," and the tax "shall bear interest at the rate of 1½%" for each month or part of a month until fully paid. That is different from a discretionary penalty regime where an abatement request is a normal step. Here there is no published abatement process to apply to. If you believe the assessment itself is wrong, for example because the entity was cancelled or merged out of existence before the tax year in question, that is a factual dispute about whether the tax is owed at all rather than a request for relief from a penalty, and it is worth raising with the Division directly. For a straightforward late payment, budget for the full amount. This is general information about Delaware's statutes and not legal or tax advice. If a significant amount has accrued, or if cancellation has already occurred, talk to a Delaware attorney.

Delaware LLC Late Fees: What Missing June 1 Actually Costs

There is no Delaware LLC annual report and therefore no report late fee. What you can be late on is the annual LLC tax, and the penalty for that is set by statute: $200 plus 1.5% interest a month.

By Edmond Hui · Last updated: October 2026

Delaware LLCs have no annual report deadline, so there is no annual report late fee. See details below.

Need the Delaware Division of Corporations?

Go directly to the Delaware Division of Corporations website.

Visit the Delaware filing office →

Late Fee Facts at a Glance

Annual report due

None required

Base fee

$400 flat annual LLC tax, due June 1 for the prior calendar year

Late penalty

$200 penalty plus 1.5% interest per month

Grace period

None. A part month counts as a whole month for interest.

Dissolution timeline

Delaware cancels the certificate of formation after 3 years of unpaid tax, effective on the third anniversary of the due date. It does not administratively dissolve LLCs.

Step diagram for returning an LLC to good standing in Delaware, which requires no annual report. — Delaware requires no LLC annual report. What it still asks of an LLC, and how to fix a lapse. Source: Delaware Division of Corporations.

Watch: Delaware LLC Late Fee: No Annual Report, but a $200 Tax Penalty (2026)

What Happens If You Miss the Deadline

Stage 1

The moment June 1 passes

A flat $200 is added to the tax and becomes part of it, and 1.5% monthly interest starts running on the combined amount. A missed $400 payment is $600 before any interest. Under Delaware law, the LLC also ceases to be in good standing, which means the Secretary of State will not accept further filings for it and will not issue a certificate of good standing.

Fix:Yes. Paying the tax, penalty and interest restores good standing automatically under Delaware law. No filing is required.

Stage 2

After 1 month in arrears

The unpaid tax becomes a debt "for which an action at law may be maintained", and it ranks as a preferred debt if the LLC becomes insolvent. Separately, Delaware law bars the LLC from maintaining any action, suit or proceeding in a Delaware court while it is out of good standing, which reaches a pending case as well as a new one, though the law preserves its right to defend.

Fix:Yes. Payment still cures it outright.

Stage 3

After 3 months in arrears

The Attorney General may apply to the Court of Chancery for an injunction restraining the LLC "from the transaction of any business within the State of Delaware or elsewhere, until the payment of the annual tax". This is discretionary rather than automatic, but it is the point at which non-payment can stop the business rather than just inconvenience it.

Fix:Yes, but not automatically. Delaware law provides that once the injunction is granted and served the LLC "thereafter shall not transact any business until the injunction shall be dissolved", and dissolving it is a further act of the Court of Chancery. Paying the tax, penalties, interest and the costs of the application is what makes that available.

Stage 4

On the third anniversary of the missed due date

The certificate of formation is cancelled automatically under Delaware law, with no proceedings and no further notice. On or before October 31 each year the Secretary of State publishes the list of cancelled entities online for a week and advertises where to find it in a Delaware newspaper.

Fix:Yes, by filing a Certificate of Revival and clearing all arrears. Delaware's LLC Act sets no deadline for doing so.

How to Fix It: Step-by-Step

Work out what is actually owed

For each missed year: the tax for that year ($300 for calendar year 2025 and earlier, $400 from calendar year 2026, on the reading of Delaware's tax statute set out on our Delaware annual report page, which Delaware has not confirmed in a published notice), plus a separate $200 penalty for that year, plus 1.5% per month on the running total. Registered series each carry their own $100 tax and $50 penalty. Interest counts a part month as a whole month, so paying on the 2nd of a month costs the same as paying on the 30th.

Pay through the Division's tax service

Go to corp.delaware.gov and use the LLC/LP/GP tax payment service with your Delaware file number. There is no overdue report to submit alongside it, because there was never a report to begin with. Payment is the whole of the cure.

If the certificate of formation was cancelled, file a Certificate of Revival

This applies only after the three-year mark. The form is on the Division's LLC forms page and the filing fee is $220, being the $180 fee set by statute plus the $40 municipality fee Delaware adds to domestic LLC filings. Delaware law requires that fee, plus the tax with all penalties and interest on it due at the time of the cancellation, to accompany the certificate. The law also makes revival retroactive: it validates "all contracts, acts, matters and things" done during the cancellation as if the certificate of formation had never lapsed.

Order a certificate of good standing if you need proof

Once the account is clear, the Division will issue one: $50 for the short form, $175 for the long form. It will not issue one before then, so if a lender or counterparty has asked for a certificate, that request is effectively a deadline.

Fix the reason it was missed

Delaware's only reminder goes to your registered agent, not to you: Delaware law requires the Secretary of State to mail an annual statement at least 60 days before June 1 addressed to the LLC in care of its Delaware registered agent. A lapsed agent, an unmonitored forwarding address or an agent you have stopped paying is the most common root cause of a missed June 1.

Reinstatement After Dissolution

Reinstatement Possible?: Yes
How Long Allowed: The Delaware LLC Act sets no deadline for a certificate of revival. Three years is the period of non-payment that causes cancellation, not a window that runs afterwards, and the word "reinstatement" does not appear in the Act at all.
Reinstatement Fee: $220 to file the Certificate of Revival ($180 statutory fee plus $40 municipality fee), plus every year of unpaid tax, each year's $200 penalty, and accrued interest
What You Lose During Dissolution: Less than is usually claimed. While out of good standing the LLC cannot make filings with the Secretary of State, cannot obtain a certificate of good standing, and cannot maintain an action in a Delaware court, pending or new. It remains an LLC throughout, it may still defend suits, and its contracts, deeds, mortgages, security interests and liens stay valid. Members and managers do not become personally liable for the LLC's debts by reason of the unpaid tax or the loss of good standing.

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

: There is no such fee, because there is no such report. The Delaware Division of Corporations states that LLCs "are not required to file Annual Franchise Tax reports with the Division of Corporations" and that "there is no requirement to file an Annual Report." What you can be late on is the annual LLC tax. Under Delaware law, that penalty is a flat $200, imposed once per missed year rather than per month, plus interest at 1.5% for each month or part of a month. The two provisions compound in a specific way worth understanding. The penalty provision says the $200 is "to be recovered by adding that amount to the annual tax and such additional sum shall become a part of the tax." The interest provision then charges interest on "the tax," which now includes the penalty. So the interest runs on $600, not on $400. Registered series are billed separately: $100 tax and a $50 penalty each.
: Only interest. Delaware charges 1.5% per month on the tax and penalty combined, and a partial month counts as a full one, so the effective annual rate is 18% or more depending on when you pay. There is no flat monthly charge. Figures such as "$10 for each month the report remains unfiled" appear nowhere in Delaware's LLC Act and nowhere on the Division of Corporations' site. Neither does "$25 per year" in overdue report fees, which is the fee an exempt Delaware corporation pays for its annual report, not anything an LLC owes. One missed year at the $400 rate looks like this: $400 tax, plus $200 penalty, plus 1.5% a month on the $600. Twelve months late, at the simple 1.5% a month the statute prescribes, that is $708 before the second year's tax lands on top of it.
: Delaware does not use that term for an LLC, and the timeline usually quoted for it is wrong. The phrase "administrative dissolution" does not appear anywhere in the Delaware Limited Liability Company Act. Delaware's two operative concepts are ceasing to be in good standing, which happens immediately on non-payment, and cancellation of the certificate of formation. Cancellation is not a proceeding and nobody initiates it. It happens by operation of law when the tax "is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date." So claims that dissolution follows six to twelve months of non-payment, or that it starts after two consecutive missed years, both understate how long you have. The real risk in that first year is not cancellation. It is the Attorney General's power, available after three months in arrears, to ask the Court of Chancery to stop the LLC transacting business anywhere until it pays.
: No. Delaware legislated against exactly this claim. Delaware law says 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 same law protects the LLC's paperwork in the same breath: 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. The real consequences are procedural, and they are still worth avoiding: you cannot file anything with the Secretary of State, you cannot get a certificate of good standing (which is the point at which most owners discover the problem, usually mid-financing), and under Delaware law you cannot bring a lawsuit in a Delaware court until you are restored. You can still be sued, and you can still defend. Be sceptical of any page telling you that a late Delaware payment voids your contracts or pierces the veil. Two consecutive subsections of the statute say the opposite.
: Pay. That is the entire process, as long as the certificate of formation has not been cancelled. Delaware law provides that the LLC "shall be restored to and have the status of a domestic limited liability company... in good standing... upon the payment of the annual tax and all penalties and interest thereon for each year" that was missed. There is no reinstatement application, no form and no separate restoration fee. Restoration follows the money. If the three-year mark has passed and the certificate has been cancelled, you file a Certificate of Revival instead, at $220, again after clearing all arrears. That filing is retroactive under Delaware law, so the gap closes rather than leaving a hole in the LLC's history. Either way, the amount owed only grows: each June 1 that passes adds another year's tax and another $200, and interest keeps running on all of it.
: The statute gives the Secretary of State no waiver power over the late-payment penalty or the interest. Both are written as mandatory: the LLC "shall pay the sum of $200," and the tax "shall bear interest at the rate of 1½%" for each month or part of a month until fully paid. That is different from a discretionary penalty regime where an abatement request is a normal step. Here there is no published abatement process to apply to. If you believe the assessment itself is wrong, for example because the entity was cancelled or merged out of existence before the tax year in question, that is a factual dispute about whether the tax is owed at all rather than a request for relief from a penalty, and it is worth raising with the Division directly. For a straightforward late payment, budget for the full amount. This is general information about Delaware's statutes and not legal or tax advice. If a significant amount has accrued, or if cancellation has already occurred, talk to a Delaware attorney.

Sources

30 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: § 18-1107(e) (late payment penalty)
Delaware statute: § 18-1107(c) (interest on unpaid tax)
Delaware statute: § 18-1107(h) (loss of good standing)
Delaware statute: § 18-1107(k) (filings and certificates refused)
Delaware statute: § 18-1107(i) (restoring good standing)
Delaware statute: § 18-1107(g) (unpaid tax as a debt)
Delaware statute: § 18-1107(l) (bar on bringing suits)
Delaware statute: § 18-1107(m) (right to defend preserved)
Delaware statute: § 18-1107(j) (Attorney General injunction)
Delaware statute: § 18-1108(a) (cancellation for non-payment)
Delaware statute: § 18-1108(c) (list of cancelled entities)
Delaware statute: § 18-1109 (certificate of revival)
Delaware statute: 6 Del. C. 18-1109 (no revival deadline)
Delaware statute: § 18-1107(c) (annual LLC tax)
Delaware statute: § 18-1105(a)(3) (revival filing fee)
Delaware statute: § 18-1109(a) (amounts due with revival)
Delaware statute: § 18-1109(c) (revival is retroactive)
Delaware statute: § 18-1107(d) (annual tax statement)
Delaware statute: 6 Del. C. 18-1109 (certificate of revival)
Delaware statute: § 18-1107(k), (l) (effects of lost good standing)
Delaware statute: § 18-1107(k) (LLC status continues)
Delaware statute: § 18-1107(m) (contracts and defense preserved)
Delaware statute: § 18-1107(n) (no personal liability)
Delaware statute: 6 Del. C. § 18-1107(e) (late payment penalty)
Delaware statute: 6 Del. C. § 18-1107(n) (no personal liability)
Delaware statute: 6 Del. C. § 18-1107(i) (restoring good standing)
Delaware statute: 6 Del. C. ch. 18 (Delaware LLC Act)
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.

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