Delaware C-Corporations
All domestic Delaware corporations must file their Annual Report and pay the Franchise Tax on or before March 1st of each calendar year.
Delaware LLCs & LPs
All Delaware Limited Liability Companies and Limited Partnerships must pay their $400.00 flat annual franchise tax on or before June 1st.
Quarterly Estimated Payments (Tax Over $5,000)
Delaware corporations whose franchise tax is expected to exceed $5,000 must pay in installments during the year rather than all at once on March 1st. Delaware measures this against the prior year's tax, so a company that received an $85,000 notice in a prior year is normally on the installment schedule. Confirm your status with the Division of Corporations.
| Due date | Share of estimated tax | Example on $10,000 |
|---|---|---|
| June 1 | 40% | $4,000 |
| September 1 | 20% | $2,000 |
| December 1 | 20% | $2,000 |
| March 1 (following year) | Balance | $2,000 |
Statutory Late Penalties Under Delaware Law
Under Title 8, Section 504 of the Delaware Code, failure to file the annual report or pay the franchise tax by the statutory deadline immediately triggers two financial penalties:
Assessed automatically the moment midnight strikes on March 1st (for C-Corps) or June 1st (for LLCs). There is no grace period.
Interest accrues at 1.5% per month (or fraction of a month) on the unpaid base tax amount until the balance is paid in full.
Consequences of Non-Filing: Good Standing & Void Status
As soon as an annual filing is overdue, the Delaware Division of Corporations changes your company status to "Delinquent". You will be unable to obtain a Certificate of Good Standing.
- Bank accounts: Banks (Mercury, Brex, Silicon Valley Bank, Chase) may restrict corporate accounts or freeze credit lines.
- Fundraising: VCs and angel investors require a Good Standing Certificate prior to wiring investment funds.
- Litigation: A delinquent corporation cannot bring a lawsuit in Delaware courts.
What is "Void" / Dissolution Status?
If a corporation fails to file and pay for more than one year, the Governor of Delaware issues a proclamation declaring the charter Void. A void company ceases to exist as a valid corporate entity. Restoring a void corporation requires filing a formal Certificate of Revival, paying all back franchise taxes, penalties, interest, and state revival fees (often exceeding $1,000+).
Calculate Your Delaware Tax & Penalties
Check whether Assumed Par Value saves you money, and calculate exact accrued penalties.
Need Help Filing Your Delaware Annual Report?
Avoid costly miscalculations, late penalties ($200 + 1.5% interest), or loss of Good Standing with verified partners.
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