Delaware corporate compliance survival programs

Annual filing deadlines and who must file: Domestic Delaware corporations must file an Annual Report and pay the franchise tax on or before March 1 each year. Foreign corporations must file an Annual Report on or before June 30 each year (with a $125 filing fee for foreign corps). Limited partnerships, limited liability companies (LLCs), and general partnerships formed in Delaware generally do not file corporate annual reports but must pay an annual tax (noted as $300 in Division guidance) and pay via the Division’s online services. Annual report and filing fees: Non-exempt domestic corporations annual report filing fee is $50; exempt domestic corporations $25 (effective Sep 1, 2019). Foreign corp filing fee $125. Payment and filing are online (Division portal). Franchise tax amounts and calculation methods: Two methods commonly used for corporations — Authorized Shares Method and Assumed Par Value Capital Method. Minimum tax under Authorized Shares method currently $175; minimum using the Assumed Par Value Capital Method is $400. General maximum tax (non-large corporate filer) is $200,000; a designated Large Corporate Filer may have a maximum of $250,000. The Division provides a franchise tax calculator and Excel filing-fee calculators for stock filings. Taxes are assessed for any entity active on the Division’s records during Jan 1–Dec 31 of the tax year. Penalties and interest for late filing/payment: Failure to file and pay by deadline — penalty of $200 plus 1.5% interest per month on tax and penalty (per Division of Corporations instructions). Registered agent requirement: Delaware entities must have a registered agent and registered office in Delaware; the Division publishes registered agent information and procedures for agent changes. (Division site provides forms and guidance.) Corporate formalities and recordkeeping: Delaware guidance and corporate-law commentary emphasize adopting bylaws, holding and documenting annual meetings, keeping minutes and corporate records, issuance of stock, and retention of corporate records to preserve limited-liability protections and good standing. (See Delaware corporate law guidance and professional compliance checklists.) LLC-specific notes: Delaware LLCs form by filing a Certificate of Formation and must maintain a registered agent and registered office. LLCs do not publicly file operating agreements, but internal documents (operating agreement, member records, minutes) are essential for governance and protection. Registered/Protected series differences: registered series pay $75 annual franchise tax; protected series have other differences. Reinstatement/delinquency exposure: The Division has procedures for reinstatement/revocation/delinquency; failure to remain in good standing can result in inability to bring suit in Delaware, administrative dissolution/forfeiture, and additional fees/penalties. The Division’s fee schedules and instructions include guidance for reinstatement and obtaining certificates of good standing. Corporate Transparency Act (CTA) / BOI (FinCEN): Delaware Division has dedicated CTA information; BOI reporting is federal (FinCEN). Many small business owners and nominee-owned entities may be subject to reporting (beneficial owners, company applicants, exemptions apply). Delaware pages point to CTA resources — confirm CTA requirements and deadlines directly from FinCEN for federal reporting obligations applicable to many Delaware entities. Additional resources & legislative updates: Delaware entity law changes (2024–2025 legislative updates) can affect corporate powers, merger filings, and other internal governance matters. Reputable vendor and publisher compliance checklists (e.g., Wolters Kluwer / CT Corporation) summarize statutory changes and provide compliance-checklist style guidance tailored to Delaware.