Delaware company obligations checklist

Delaware company obligations include maintaining a registered agent with a physical Delaware street address for every business entity. Name reservation is optional. For corporations, an Annual Report and Franchise Tax must be filed electronically on or before March 1st each year. The Annual Report filing fee for non-exempt domestic corporations is $50. Minimum franchise tax using the Authorized Shares method is $175, while the Assumed Par Value Capital minimum is $400, with a usual maximum of $200,000 (a special Large Corporate Filer cap may be higher). Estimated taxpayers owing $5,000 or more must pay quarterly installments: 40% due June 1st, 20% by September 1st, 20% by December 1st, and the remainder by March 1st. Failure to file by March 1st incurs a $200 penalty plus 1.5% interest per month on unpaid tax and penalty. Limited Liability Companies (LLCs), Limited Partnerships (LPs), and General Partnerships (GPs) do not file an annual report but must pay an annual alternative entity tax of $300, due on or before June 1st each year. A penalty of $200 and 1.5% interest per month applies for non-payment or late payment. Electronic filing is mandatory for domestic corporation annual reports, with payments made via the Division of Corporations online system, adhering to specific payment methods and ACH rules for large payments. Delaware offers two methods for calculating corporate franchise tax: Authorized Shares Method and Assumed Par Value Capital Method. Taxpayers should compute both to select the lower tax. For employers, the Delaware Division of Revenue requires registration to withhold Delaware income taxes via the Combined Registration Application (CRA) online through the State’s One Stop portal. New employers initially file monthly. Employers must report new hires within 20 days to the New Hire Directory and provide W-2s to employees by January 31st, filing reconciliations (W-3/annual reconciliation) as required. If hiring employees in Delaware, businesses must also file Form UC-1 for unemployment insurance liability and register with the Division of Workers’ Compensation (One Stop). Quarterly UC-8 payroll reports and tax payments apply if liable, with penalties and interest for late payments. The Corporate Transparency Act (CTA), effective January 1, 2024, requires certain entities to report Beneficial Ownership Information (BOI) to FinCEN. Delaware’s site directs filers to FinCEN’s official guidance for details. Practical compliance checklist items include: maintaining a Delaware registered agent and current registered office address; tracking entity-specific deadlines (March 1st for corporations, June 1st for LLC/LP/GP); running franchise tax calculations using both methods; filing and paying online and saving confirmations; for employers, completing CRA, registering for withholding, filing W-2s/W-3, reporting new hires, and filing UC-1/UC-8 if applicable; confirming BOI/CTA obligations; maintaining corporate records (EIN, bylaws/operating agreement, minutes, stock ledger, issued shares information); and monitoring penalties, taking steps to formally dissolve if the entity is no longer needed to avoid recurring fees.