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Delaware Annual Report Requirements

Filing an Annual Report is a key requirement that Delaware corporations need to meet each year. Corporations that do not file Annual Reports before the deadline are out of compliance with state law and risk losing their Good Standing status. 

Here’s what you need to know about the Delaware Annual Report.

What Is The Delaware Annual Report?

Delaware corporations are required to submit an Annual Report to the Delaware Division of Corporations each year. The Annual Report collects information about a company’s directors and senior officers in a given year. 

Delaware Annual Reports are on or before March 1st of each year. If a Delaware corporation is active in a given calendar year, the company is required by state law to file an Annual Report the following year. The Annual Report is filed along with paying the Delaware state Annual Franchise Tax.

Delaware corporation Annual Reports become part of the public record. Copies of a company’s Annual Report can be purchased from the Delaware Secretary of State’s office. 

What Goes Into The Delaware Annual Report?

The Delaware Annual Report requires details about the individuals who make decisions on behalf of the company. This includes the directors and the senior officers. Here is the exact information that’s required on the Annual Report:

  • The corporation’s principal place of business address,
  • The name and address of each director, and 
  • The name and address of one senior officer.

Senior officers can include anyone in a high-level management position. This includes the CEO, COO, President, Treasurer or Secretary.

The Delaware Annual Report does not require any information about ownership, just management. Information about a company’s shareholders does not need to be included in the Annual Report. 

When Is The Delaware Annual Report Due?

Delaware corporations need to submit their Annual Reports on or before March 1st of each year. This is also the date when the Delaware Annual Franchise Tax payment is due. Delaware corporations can start filing their Annual Reports for the previous year on January 1st.

 

How To File The Delaware Annual Report

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

Step 1: Gather Director and Officer  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 Delaware Division of Corporations 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”. You will need to know your company’s Delaware Entity File Number in order to file the 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. Then submit the report along with your Annual Franchise Tax payment. After these steps, your filing is complete.

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

Filing the Annual Report is a legal requirement for all Delaware corporations. Companies that don’t file an Annual Report will lose their Good Standing status, and eventually be closed by the state. 

Being in “Good Standing” means that a corporation or LLC is fully compliant in Delaware and is up to date on all of its legal requirements, like paying Franchise Tax or submitting an Annual Report. Once a corporation misses the Annual Report deadline, the company is no longer in Good Standing. All past Annual Reports need to be filed and past Franchise Tax payments need to be made in order to return the company to Good Standing. 

The Delaware Secretary of State will forcibly close a corporation that is not in Good Standing for more than three years. This puts the company in “void” status. After a company is made void, a lengthy and expensive process needs to be completed in order to reinstate the company. Long story short, it’s important to file the Delaware Annual Report before March 1st.