Delaware LLCs file no annual report. What compliance actually means here: a flat $400 annual LLC tax due June 1, a registered agent, and the Court of Chancery.
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 the penalty for missing a deadline can be administrative dissolution of the company.
Frequently Asked Questions
It is not due, because it does not exist. Delaware LLCs file no annual report and no information statement. What is due on June 1 is the annual LLC tax under 6 Del. C. § 18-1107, a flat $400 plus $100 per registered series, and it covers the calendar year that has already closed.
The March 1 deadline you may have read about belongs to Delaware corporations, which do file an annual report alongside their franchise tax under 8 Del. C. § 502(a). The June 30 deadline belongs to foreign corporations registered in Delaware. Neither applies to an LLC.
A flat $200 is added under 6 Del. C. § 18-1107(e) and becomes part of the tax, then 1.5% interest per month runs on the combined figure under § 18-1107(c), with a part month counted as a whole one. A missed $400 payment is $600 immediately.
The LLC also ceases to be in good standing the moment the payment is late (§ 18-1107(h)). The Secretary of State will not accept almost any further filing for it and will not issue a certificate of good standing (§ 18-1107(k)), and it cannot maintain an action in a Delaware court, pending or new, until restored (§ 18-1107(l)). After three months in arrears the Attorney General may ask the Court of Chancery to bar it from transacting business anywhere (§ 18-1107(j)).
Paying the arrears restores good standing automatically under § 18-1107(i). No filing is needed unless the certificate of formation has already been cancelled at the three-year mark, in which case the cure is a Certificate of Revival under § 18-1109, at $220 plus all arrears.
Yes. 6 Del. C. § 18-104 requires every Delaware LLC to maintain a registered agent with a Delaware business address at all times, regardless of where the business actually trades. If you have no Delaware presence, that means a commercial agent, typically $50 to $300 a year.
That agent is also how the state reaches you. § 18-1107(d) requires the Secretary of State to mail the annual tax statement at least 60 days before June 1 addressed to the LLC in care of its Delaware registered agent, so a lapsed or unmonitored agent is the most common route to a missed payment.
And it is on top of, not instead of, your home state's requirements: operating in another state generally means registering there as a foreign LLC and paying that state's fees and reports too.
The up-front difference is small and the recurring one is large. Delaware's $110 Certificate of Formation ranks 28th of 50, close to the $122 average. Its $400 annual tax ranks 46th of 50: only California at $810, Massachusetts at $520 and Rhode Island at $450 charge more each year, Tennessee matches it, and the median state charges $45.
Counting formation plus one year's tax, Delaware comes to $510 against a $232 national average, which is $278 more, and ranks 46th of 50.
That comparison also understates it if you operate elsewhere, because forming in Delaware while trading in another state usually means paying both: Delaware's tax and agent, plus the home state's foreign registration, its annual report and its own fees.
For the tax itself, no. There is no report to prepare and no form to complete. Paying it means looking up your Delaware file number on corp.delaware.gov and settling $400 by card or ACH, which takes minutes.
Where Delaware genuinely rewards professional drafting is the operating agreement. The Delaware LLC Act permits an agreement to restrict or eliminate default fiduciary duties to a degree most states do not allow, which is powerful when it is deliberate and hazardous when it is copied from a template.
This page is general information about Delaware's statutes and filing requirements, not legal or tax advice.
Sources
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.
corp.delaware.govDelaware Division of Corporations: business entity filings
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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.
