Delaware compliance for administrative teams

Summary of key compliance requirements and practical guidance for Delaware administrative teams: 1) Registered agent - Delaware law requires every entity to have and maintain a Registered Agent with a physical street address in Delaware. The registered agent must be generally present during normal business hours and may be the entity itself if the entity is physically located in Delaware. (Delaware Division of Corporations: How to Form a New Business Entity; Registered Agents FAQ.) - Registered Agent listing standards require listed agents to maintain a Delaware business office, be generally present during normal business hours, forward service of process and annual notices, and retain contact information for each entity represented. (Division of Corporations agent listing standards.) 2) Corporations (Domestic) - All domestic Delaware corporations must file an Annual Report and pay a Franchise Tax on or before March 1 each year. Filing fees apply (non-exempt domestic corporations $50 filing fee). Minimum and maximum franchise tax amounts apply (minimum $175 using Authorized Shares method; $400 minimum using Assumed Par Value Capital Method; maximum $200,000 unless classified as a Large Corporate Filer). Taxpayers owing $5,000 or more must make estimated quarterly payments (40% due June 1, 20% Sept 1, 20% Dec 1, remainder March 1). Penalty for failing to file a completed Annual Report by March 1 is $200; interest accrues at 1.5% per month on unpaid tax and penalty. (Delaware Division of Corporations – Annual Report and Tax Instructions / Franchise Tax pages.) 3) LLCs, LPs, GPs (Domestic alternative entities) - Although Delaware LLCs, LPs and GPs do not file an Annual Report with the Division of Corporations, they must pay an annual tax of $300 due on or before June 1 each year. Failure to pay results in a $200 penalty plus 1.5% interest per month on tax and penalty. (Delaware Division of Corporations – LLC/LP/GP Franchise Tax Instructions and Franchise Tax pages.) 4) Foreign entities - Foreign corporations registered to do business in Delaware have separate deadlines (e.g., Annual Report due on or before June 30 with a $125 filing fee; penalty for late filing $125). Foreign LLC/LP/GPs that are registered are subject to similar alternative entity taxes and deadlines as domestic entities—confirm via Division of Corporations pages. (Division of Corporations – Annual Report and Tax Information.) 5) Reinstatement / Loss of Good Standing / Dissolution - Entities that fail to pay required taxes or maintain a registered agent may fall out of good standing or be administratively revoked/forfeited. Reinstatement requires filing required documents and payment of back taxes, penalties and fees. The Division of Corporations provides forms and instructions for renewal/reinstatement. Contact the Franchise Tax Section for guidance before submitting renewal, dissolution, conversion, or reinstatement filings. (Division of Corporations – Renewal For All Entities; Annual Report and Tax Information.) 6) Corporate formalities and recordkeeping (practical guidance) - Maintain corporate minutes, bylaws (for corporations) or operating agreements (for LLCs), up-to-date officer/director/member registers, and other statutory records. Keep evidence of meetings and resolutions to preserve corporate protections and facilitate bank/transaction requirements (certificate of good standing, certified copies). The Division of Corporations provides certificate of status/good standing and expedited services. Watch for scams soliciting corporate minutes or recordkeeping services. (Division of Corporations – How to Form; Annual Report and Tax Information – consumer alert.) 7) Employer obligations: withholding, unemployment insurance, new hire reporting - Register as a withholding agent and other employer tax accounts using Delaware’s One Stop Business Registration (OneStop). Employers who pay wages to Delaware residents or non-residents who work in Delaware must withhold Delaware income tax and file returns/payments according to assigned deposit frequency (monthly/quarterly/eighth-monthly as applicable). New hires must be reported to the Delaware new hire registry (within 20 days). Employers must supply W-2s by Jan 31 and file annual reconciliation (Form W-3) by Feb 28. The Division of Revenue Employer’s Guide explains registration, filing frequencies, deposit rules and recordkeeping. Unemployment Insurance (UI) taxes and quarterly wage reporting are administered by the Delaware Department of Labor; employers must register for UI, file quarterly wage reports and remit UI taxes. (OneStop; Division of Revenue Employer’s Guide; Delaware DOL employer FAQs.) 8) FinCEN Corporate Transparency Act (BOI reporting) - Delaware’s Division of Corporations directs filers to FinCEN for BOI/CTA guidance. As of the FinCEN site update (Interim Final Rule published March 26, 2025), FinCEN removed BOI reporting requirements for entities created in the United States (domestic reporting companies). The revised definition limits "reporting companies" to certain foreign entities that have registered to do business in the U.S. Deadlines under the interim final rule: foreign reporting companies registered before March 26, 2025 must file BOI reports by April 25, 2025; those registered on or after March 26, 2025 have 30 calendar days after notice that their registration is effective. Administrative enforcement and guidance have been adjusted accordingly — teams should monitor FinCEN for developments. (FinCEN BOI page; Delaware Division of Corporations CTA page.) 9) Practical administrative checklist (high-level) - Maintain an entity master file with: registered agent name & contact, entity formation documents, EIN, filing deadlines, estimated tax schedules, good standing certificate copies, officer/director/member lists and contact info, operating agreement/bylaws, minutes and resolutions, state business license(s), payroll registration details, and BOI/FinCEN filing status. - Key calendar dates to track: March 1 (domestic corporation annual report & tax), June 1 (LLC/LP/GP $300 alternative entity tax), June 1/Sept 1/Dec 1/March 1 (estimated franchise tax payments if owing $5,000+), June 30 (foreign corporation annual report), W-2 (Jan 31) and W-3 (Feb 28), quarterly UI wage reports (due quarterly per DOL schedule), and employer withholding deposit due dates per Division of Revenue. - Ensure registered agent receives December notices and confirm contact info annually. - Use state online filing systems: Delaware Division of Corporations e-filing for taxes and annual reports, Division of Revenue registration/filing portals, OneStop for business registration, and FinCEN BOI e-filing (if applicable). Document all filings and confirmations.