Key takeaways
- Delaware LLCs pay a flat $400 annual tax by June 1 and file no annual report.
- Delaware corporations file an annual franchise tax report and pay franchise tax by March 1. The report fee is $50, and the tax depends on the company's shares and, optionally, its assets.
- Corporations can use the method that gives the lower tax: Authorized Shares (minimum $175) or Assumed Par Value Capital (minimum $400).
- Missing a deadline adds a $200 penalty plus 1.5% interest a month, and can cost the company its good standing.
- Both entity types must keep a Delaware registered agent at all times. Losing one without a replacement can end the company.
On this page (8)
LLC or corporation: two different yearly duties
Delaware treats its "alternative entities" (LLCs, limited partnerships and general partnerships) and its corporations under separate parts of its code. The yearly obligations follow that split. An LLC pays one flat tax and files nothing else with the state. A corporation files a report and pays a tax that is calculated from its share structure. The table sets them side by side.
| Delaware LLC | Delaware corporation | |
|---|---|---|
| What's due | Annual LLC tax | Annual franchise tax report + franchise tax |
| Due date | June 1 | March 1 |
| Annual report | Not required | Required, $50 filing fee |
| State amount | $400 flat | From $175 (Authorized Shares) or $400 (Assumed Par Value Capital), up to $200,000 |
| If late | $200 penalty + 1.5% a month on tax and penalty | $200 penalty for a late report + 1.5% a month on unpaid tax |
| Law | 6 Del. C. § 18-1107 | 8 Del. C. ch. 5 |
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- Mar 1CorporationsAnnual report + franchise tax$50 fee + tax
- Jun 1LLCsAnnual LLC tax, no report$400 flat
If you're still deciding which entity to form, LLC vs C-Corp covers the bigger differences, and Delaware vs Wyoming LLC compares the yearly cost of two common LLC states.
Delaware LLCs: the annual tax due June 1
Every domestic and foreign LLC formed or registered in Delaware pays an annual tax of $400 (source). It is due on or before June 1 and covers the previous calendar year: the tax is assessed if the LLC was active in the Division of Corporations' records at any time from January 1 to December 31 of that year.
- No annual report. Delaware says plainly that LLCs have no annual report requirement (source).
- No proration. An LLC formed in December owes the full $400 the following June (source).
- Paid online. Delaware takes ACH debit or major credit cards through its online service; ACH is required above $5,000 (source).
- Late payment. A $200 penalty plus 1.5% interest a month on the tax and the penalty (source).
What happens if it stays unpaid
An LLC that fails to pay the tax when due stops being in good standing (6 Del. C. § 18-1107). If the tax remains unpaid for three years from its due date, the certificate of formation is cancelled on the third anniversary of that date (§ 18-1108). A cancelled LLC no longer exists as a Delaware company, so restoring it is a separate state filing with its own fees.
The LLC tax is a state charge. It has nothing to do with the LLC's federal tax filings, which depend on who owns the company and how it is taxed. A qualified tax professional can tell you what your LLC files with the IRS.
Delaware corporations: annual report and franchise tax by March 1
All corporations incorporated in Delaware file an annual franchise tax report and pay franchise tax, received no later than March 1 each year (source). The report fee is $50 for non-exempt domestic corporations; exempt corporations, such as many nonprofits, pay a $25 fee and no franchise tax.
What the report contains
Delaware's statute lists what the report must show (8 Del. C. § 502):
- The registered office in Delaware and the name of the registered agent
- The nature of the business and the location of its principal place of business
- The names and addresses of all directors as of the filing date
- The number of shares and the par value per share of each class
- Any further information the Secretary of State requires, such as the figures used for the franchise tax
An authorized officer (president, secretary, treasurer or another proper officer) or any director signs the report (§ 502).
Penalties and consequences
- A report not filed complete by March 1 carries a $200 penalty, and unpaid tax accrues interest at 1.5% a month (source).
- Delaware won't issue a certificate of good standing while franchise tax is unpaid or the report is missing (§ 502(f)).
- If a corporation neglects to pay franchise tax, or to file a complete report, for one year, its charter becomes void (§ 510).
Authorized Shares vs Assumed Par Value Capital
Delaware offers two ways to calculate a corporation's franchise tax, and the corporation should use whichever gives the lower tax (source). The difference can be very large for startups that authorize millions of low-par shares.
Authorized Shares method
This method looks only at how many shares the certificate of incorporation authorizes.
| Authorized shares | Franchise tax |
|---|---|
| 5,000 or fewer | $175 |
| 5,001 to 10,000 | $250 |
| Each further 10,000 (or part) | +$85 |
Assumed Par Value Capital method
This method also uses the corporation's total gross assets and its issued shares, so it needs figures from your year-end books (source):
- 1Find the assumed parDivide total gross assets by total issued shares.
- 2Work out assumed par value capitalMultiply the assumed par by the authorized shares whose par value is below it; for shares whose par value is at or above it, multiply by their own par value. Add the results.
- 3Apply the rateThe tax is $400 per $1,000,000 of assumed par value capital (rounded up to the next million when above $1,000,000), with a minimum of $400.
An example
Take a corporation with 10,000,000 authorized shares at $0.00001 par, 8,000,000 shares issued and $100,000 in total gross assets. Under Authorized Shares, the tax is $85,165. Under Assumed Par Value Capital, the assumed par is $0.0125, assumed par value capital is $125,000, and the result falls below the minimum, so the tax is $400. Add the $50 report fee either way.
The Delaware C-Corp page has an interactive Authorized Shares estimate if you want to try your own share count.
Registered agent and good standing
Paying on time is half of staying current. The other half is keeping a registered agent. Every Delaware LLC must have and maintain a registered office and a registered agent in the state (6 Del. C. § 18-104), and so must every corporation (8 Del. C. § 132).
- If an LLC's agent resigns without a successor, the LLC has 30 days to appoint a new one before its certificate of formation is cancelled (§ 18-104(d)).
- If a corporation doesn't name a new agent within 30 days after its agent's resignation takes effect, the Secretary of State declares its charter forfeited (§ 136).
Good standing is the state's record that the company is current. Banks, payment providers, investors and other states may ask for a certificate of good standing, and Delaware only issues one to a company whose taxes and, for corporations, reports are up to date.
A registered agent is included in every Registate formation package and renews with the package each year. See registered agent for what the agent does, and registered agent vs business address for how it differs from your mailing address.
A yearly checklist and the records to keep
Most missed Delaware deadlines come from a forgotten date or missing numbers, not from the filing itself. A short routine covers both.
- 1Put the dates in a calendar you checkMarch 1 for a corporation, June 1 for an LLC. Add a reminder a few weeks earlier, and quarterly dates if your franchise tax is $5,000 or more.
- 2Keep your share records current (corporations)Authorized shares and par value from the certificate of incorporation and any amendments, plus the number of shares actually issued.
- 3Close the books before March (corporations)Total gross assets at year-end is what the Assumed Par Value Capital method needs. A bookkeeper or accountant can confirm the figure.
- 4Check the registered agent and director detailsMake sure the agent on file is active and that director names and addresses are current before you file.
- 5Pay through Delaware's own serviceFile and pay at corp.delaware.gov, then save the confirmation with your company records.
- 6Review federal filings separatelyDelaware's taxes don't replace IRS returns. Ask a qualified tax professional which federal forms your company files, especially if it has foreign owners.
Sources
Every amount and deadline above comes from the State of Delaware. We checked each one in September 2026; Delaware can change them, so confirm on the official pages before you file.
- Delaware Division of Corporations: Annual Report and Tax Information (corporations)
- Delaware Division of Corporations: How to calculate franchise taxes
- Delaware Division of Corporations: LLC, LP and GP tax instructions
- Delaware Code, Title 6, §§ 18-1107 and 18-1108 (LLC tax and cancellation)
- Delaware Code, Title 6, § 18-104 (LLC registered agent)
- Delaware Code, Title 8, chapter 5 (corporation franchise tax, §§ 502 and 510)
- Delaware Code, Title 8, §§ 132 and 136 (corporation registered agent)
Frequently asked questions
Does a Delaware LLC have to file an annual report?
No. Delaware LLCs file no annual report. They pay a flat $400 annual tax on or before June 1 for the previous calendar year.
When is the Delaware franchise tax due for a corporation?
The annual franchise tax report and franchise tax must be received by March 1 each year. Corporations owing $5,000 or more also make estimated payments on June 1, September 1 and December 1.
What is the minimum Delaware franchise tax for a C corporation?
$175 under the Authorized Shares method (5,000 shares or fewer) or $400 under the Assumed Par Value Capital method, plus the $50 annual report fee.
Why is my Delaware franchise tax estimate so high?
Usually because it was calculated with the Authorized Shares method on a large number of authorized shares. For example, 10,000,000 authorized shares gives $85,165 under that method. The Assumed Par Value Capital method, which uses issued shares and gross assets, often gives a much lower figure. Delaware says to use whichever is lower.
Is the $400 LLC tax prorated if I formed the LLC late in the year?
No. Delaware does not prorate the LLC tax. An LLC on record at any point during a calendar year owes the full $400 the following June 1.
What happens if I pay the Delaware tax late?
Both LLCs and corporations face a $200 penalty plus 1.5% interest a month. An LLC loses good standing and is cancelled after three years of non-payment. A corporation's charter becomes void after one year without paying the tax or filing the report.
Do I still need a registered agent after formation?
Yes. Delaware requires every LLC and corporation to keep a registered agent in the state at all times. If an agent resigns and no successor is appointed within 30 days, an LLC's certificate is cancelled and a corporation's charter is forfeited.
Does paying Delaware's tax cover my US federal taxes?
No. Delaware's LLC tax and franchise tax are state charges. Federal filings with the IRS are separate and depend on how the company is owned and taxed, so check them with a qualified tax professional.