Delaware LLC Annual Report
LLCs formed in Delaware do not need to file an annual report with the state. Only the yearly tax is their responsibility.
What is an LLC?
Limited Liability Company
LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.
Personal assets are protected for people with limited liability when they are sued.
A business entity that can issue shares and give limited liability to shareholders.
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Where an individual engages in business activity without formal organization.
Why file the report?
Delaware LLC Annual Franchise Tax
Annual Franchise Tax is is the fee imposed by the State of Delaware for the right or privilege to own a Delaware company.
Due every year
All LLCs formed in Delaware must pay this tax every year.
Annual Franchise Tax can only be paid online. There is no option to file by mail.
Must pay- Tax
The tax must be paid every year to maintain good standing and continue operating.
Here are some of the actions business owners can take in Delaware:
How to file annual report in Delaware?
Check the steps below:
1. No need to file an annual report
Delaware LLCs are not required to file an annual report, unless the LLC is elected as a corporation. However, they are required to pay a flat-rate annual franchise tax.
LLC Annual report
Only LLCs elected as a corporation have to file this report in Delaware to stay compliant with the state laws.
Filing annual report
Delaware LLC elected as a corporation(under IRS) is expected to file this report annually by March 1st.
File it online on Delaware Dept. of State website
When not to file?
Single-member LLCs and multi-member LLCs that are not elected as a corporation do not have to file an annual report, but they have to pay a fixed franchise tax. It is also known as alternative entity tax.
Failure to pay
Delaware charges a penalty of $200 plus 1.5% interest per month if you miss the March 1 filing deadline for filing annual report and paying franchise taxes (as an LLC elected as a corporation).
Certificate of Formation
In Delaware, Certificate of Formation is the form you file with the Secretary of State to form an LLC. It contains the articles of formation for the LLC.
Filing Certificate of Formation
There are a couple of ways to file
Delaware Division of Corporations
401 Federal St.
Dover, DE 19901
Online processing time
Mail processing time
The mailed filings should be include a cover sheet.
Every LLC should have a unique name in Delaware. Delaware maintains a list of names of entities in the state. Go through it to check if your chosen name is available.
Search for names
Go to the official website of the Delaware business entity search tool to see if the name you want is available.
You can reserve a name for your LLC for a specific duration by paying reservation fees to the Delaware division of corporations. You will have to file your LLC formation documents within this period to keep the name. Alternatively, you can directly go ahead with the LLC formation without any reservation. That's fine too.
LLC naming guidelines
The name you choose for your LLC must the official naming guidelines.
Here are some of the guidelines in simple language:
Shall contain the words "Limited Liability Company" or the abbreviation "L.L.C." or the designation "LLC".
Don’t include terms that indicate that you are doing an activity that you are not authorised to do.
Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.
Don’t use words that makes it seems like you are a governmental entity or has an affiliation.
Frequently asked questions
LLC Annual Report in Delaware
It is very important to maintain full compliance in Arizona. Even though LLCs do not have to file an annual report, the tax must be paid before due date to avoid penalties.
Delaware Business search