How To File A Delaware Annual Report

Delaware corporations need to fulfill an important legal requirement: filing the Delaware Annual Report. The Delaware Annual Report is a set of business information that needs to be submitted to the Delaware Division of Corporations each year. 

Filing the Annual Report is crucial for maintaining a Delaware corporation’s good standing in the state. Corporations are required to file Annual Reports each year following their incorporation to maintain this status.

 

In this article, we break down the Delaware Annual Report. We’ll cover what the report requires and provide you with the steps you need to follow to complete and submit your company’s Annual Report.

What Is the Delaware Annual Report?

The Delaware Annual Report is a legal requirement that Delaware corporations must complete each year. This report collects information about the company’s directors and senior officers from the past year. More specifically, the Delaware Annual Report requires the names and addresses of each director and one senior officer.

Delaware corporations need to submit Annual Reports to the Delaware Division of Corporations by March 1st each year to comply with state laws. Corporations file the Annual Report at the same time that they submit their Delaware Annual Franchise Tax payment.  

After it’s filed, a company’s Annual Report becomes part of Delaware’s public record, and copies of the report can be purchased from the state.

What Is The Delaware Annual Franchise Tax?

The Delaware Annual Franchise Tax is a fee that all corporations and LLCs registered in Delaware need to pay each year. The Franchise Tax is a privilege fee for maintaining a company’s good standing status and legal compliance in Delaware. 

LLCs and companies owe the state franchise tax for each year that they are active in Delaware. Business owners can submit franchise tax payments directly to the Delaware Division of Corporations through their website, corp.delaware.gov. 

For LLCs, the Annual Franchise Tax is a flat fee of $300, due each year by June 1st. For corporations, Delaware calculates the Franchise Tax based on the number of authorized shares of stock. Corporations must pay their Franchise Tax by March 1st each year.

What Is Required For The Delaware Annual Report?

The Delaware Annual Report requires details about a corporation and its leadership. More specifically, the Annual Report includes the following information:

• The current address of the business,
• The name and address of one senior officer, and 
• The names and addresses of each director. 

Who Are Senior Officers In A Corporation?

Senior officers in a corporation are responsible for the daily management of the business.  Their primary duty is to implement the business strategies put in place by the company’s directors. 

These officers typically hold specific titles that reflect their responsibilities. Common titles for senior officers include:

• Chief Executive Officer (CEO),
• Chief Financial Officer (CFO),
• Chief Operations Officer (COO),
• Chief Technology Officer (CTO),
• General Counsel (GS),
• President,
• Treasurer, and
• Secretary.

Who Are Directors In A Corporation?

Directors in a corporation are responsible for making strategic business decisions. They are chosen by the company’s shareholders and serve on the Board of Directors.

The board collectively oversees the company’s overall direction and meets several times a year to vote on key business decisions. These include managing investments, deciding whether to launch new products or services, and considering any restructuring of the business.

A critical responsibility of the directors is to appoint or dismiss the company’s senior officers. While directors generally do not manage day-to-day operations, they do review the company’s performance and guide the senior officers.

When Is The Delaware Annual Report Due?

March 1st is the deadline for Delaware corporations to submit their Annual Report each year. The Secretary of State charges a penalty if the Annual Report is submitted late. Corporations need to file an Annual Report every year after the company is incorporated in Delaware. 

How Early Can I Submit A Delaware Annual Report?

Delaware corporations can start filing Annual Reports for the previous tax year beginning on January 1st. This is when the Delaware Division of Corporations opens its online filing system for Annual Reports. However, the filing deadline is not until March 1st.

How To File An Annual Report For A Delaware Corporation

Follow these steps to successfully file an Annual Report for your Delaware corporation:

Step 1: Gather Information

Before you begin, collect the names and addresses of each of the company’s directors, as well as the name and address of one senior officer. This information is necessary to complete the Annual Report.

Step 2: Go To The State’s Website

Access the Delaware Annual Report form online by visiting the Delaware Division of Corporations website at corp.delaware.gov. Under the “services” section, you will find a link to “file your Annual Report.”

Step 3: Fill Out And Submit The Annual Report

Complete the Delaware Annual Report by entering the company’s business address, and the names and addresses of each director and one senior officer. Once filled, submit the report along with your Franchise Tax payment. After these steps, your filing is complete.

What Happens If You Don’t File A Delaware Annual Report?

Delaware corporations that fail to submit their Annual Report on time or do not pay the state franchise tax will lose their good standing status in Delaware. 

If a corporation loses its good standing for more than three years, the state will put the entity into “void” status, and the company’s corporate charter will be revoked.

There is a process to revive a Delaware corporation that has been put into void status. This involves filing a Delaware Certificate of Revival. Before the Certificate of Revival can be filed with the Secretary of State, the company must settle any outstanding state franchise tax and submit any overdue Annual Reports.

Do Delaware LLCs Need To File An Annual Report?

No, Delaware LLCs do not file Annual Reports. However, LLCs in Delaware do need to pay the Delaware Annual Franchise Tax each year.