Annual Report
A corporation’s one-page online filing due once per year to inform the Secretary of State of the names of all of the directors and at least one officer. Required with this report is also a payment of a “franchise tax”. One must file the annual report with the Division of Corporations online, which collects the franchise tax and maintains the Good Standing status of the corporation. Currently, Delaware does not require LLCs to file Annual Reports, although many other states do. The Annual Report in Delaware must be completed online and must list all directors of a corporation as of the time of filing. The Registered Agent’s address should not be listed as the principal place of business on the annual report. Failing to file this report and pay the franchise tax/fee will result in the corporate charter being revoked administratively by the Secretary of State and thereby lose the privilege and protections afforded to corporations.
What Is an Annual Report?
A Delaware corporation’s annual report is a required filing that it submits each year to the State of Delaware to disclose basic management information. For Delaware corporations, this report includes details like the company’s principal business address, the names and addresses of its directors, and its nature of business. It lets the public know who is responsible for running a Delaware corporation and where those directors can be located.
It’s important not to confuse this type of annual report with the more detailed reports that publicly traded companies share with investors. State annual reports are much simpler and focus on management identification rather than financial performance.
The Delaware annual report is usually accompanied by a $175 franchise tax, plus a $50 state filing fee for a total of $225 when a corporation has less than 5,000 shares.
When a corporation has a larger number of shares it will receive a notice with a balance owed often in the thousands of dollars. This can usually be “recalculated” down to just $450 for most corporations, simply by listing two numbers: (1) its total gross assets from its 1120 Schedule L tax return and (2) the number of issued shares.
When Is the Annual Report Due?
The annual report for Delaware corporations is due on or before March 1 of each calendar year after incorporation. This deadline applies regardless of the year or month of incorporation; and it is filed together with the payment of the Delaware annual franchise tax to the Delaware Secretary of State’s Division of Corporations.
If March 1 falls on a weekend or holiday, that date remains as the strict deadline. No extensions are allowed regardless of whenever you receive notice. Missing the deadline results in late penalties and interest, and the corporation immediately loses its good standing status.