How To File A Delaware 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. 

Do I Need to Hold Onto a Record of My Delaware Annual Report?

The Delaware annual reports are public records and can be obtained anytime in the future, thus you do not need to keep a copy. Aside from annual reports, a number of documents are important to maintain for a Delaware corporation in your minute book, as part of good corporate governance. Under the Delaware General Corporation Law, every corporation is required to have annual meetings of stockholders (to elect or reelect directors) and meetings of directors (to appoint or reappoint officers). It is important to keep a copy of these annual meeting minutes of shareholders and directors in the corporate minute book. Failing to do so could be one factor if a business creditor were to bring a lawsuit against the shareholders trying to pierce the corporate veil that protects shareholders’ personal assets from business liabilities.

Failing to follow corporate formalities can result in “alter ego” liability where the courts deem your personal assets available to satisfy corporate creditors. Failing to segregate books and records of the corporation from your personal finances similarly can result in alter ego piecing of the corporate veil. In addition to retaining annual meeting minutes, every corporation should keep a record of all incorporation related documents such as the certificate of incorporation, bylaws, stock certificates, shareholder ledger, minutes of the meeting of incorporator and unanimous action of directors to appoint officers and issue stock.

Who Completes the Delaware Annual Report?

The annual report for a Delaware corporation is filed by its officer or director. This corporate officer is often the president, secretary, treasurer, or another executive who has knowledge of the company’s organizational structure. In many cases, officers delegate the task to legal counsel or an outside service provider (such as a registered agent or corporate filing service like IncNow), but the responsibility for signing the report is under oath of an officer or director of the corporation itself.

The person completing the report must ensure the accuracy of the required information, such as the names and addresses of directors, nature of business, and the principal place of business. While the filing process is administrative, it is under a legal oath with penalty of perjury. Due care should be taken to avoid errors or omissions.

What Happens If I Miss the Delaware Annual Report Deadline?

If you miss the Delaware corporation annual report deadline, the state imposes a late penalty (currently a flat fee for corporations) along with interest that accrues on any unpaid franchise tax balance. When you eventually file late, you’ll need to pay these additional costs and file the late annual report to bring the company back into good standing.

The delinquency results in immediate loss of good standing status with the state. This can create practical problems, such as difficulty securing financing, entering contracts, or registering to do business in other states because many third parties require proof that your company is in good standing.

If the report and taxes remain unpaid for three years, Delaware will administratively void the corporation. Once voided, restoring the corporation requires a formal reinstatement process, including filing a renewal and revival document, paying all back due franchise taxes, penalties, interest and filing fees.

Are Delaware Annual Reports Public?

Yes, annual reports filed with the Delaware Secretary of State are public records, but with some important nuances. For corporations, much of the information submitted through the annual report, including the names and addresses of directors, is accessible to the public through ordering a plain or certified copy of the annual report from Delaware’s Division of Corporations. This means that anyone (including competitors, journalists, or members of the public) can request or view certain details about your company.

However, not everything is fully exposed. Delaware does not require corporations to disclose highly sensitive financial details like revenue or profit in the annual report itself, which limits how much confidential business information becomes public. The state’s system is designed to provide transparency about who is responsible for the company, not to reveal its internal financials. Also, Delaware does not disclose stockholders, total gross assets, or number of issued shares to the public. If you’re concerned about privacy, you may be better served by using a Delaware LLC rather than a corporation.