Delaware Foreign Registration › June 1 tax
The Delaware annual tax for a registered foreign LLC
Once registered, a foreign LLC owes Delaware $400 a year on or before June 1 and has no annual report to file. If it pays late, $200 is added and interest of 1.5 percent a month runs, and an LLC that does not pay ceases to be registered in Delaware (6 Del. C. 18-1107(h)).
The tax at a glance
- Amount
- $400
- Due
- June 1, for the year just ended
- Annual report
- None; the payment is the whole obligation
- Late amount
- $200
- Interest
- 1.5 percent a month or part of a month
- Statement
- Sent to the registered agent 60 days or more ahead of June 1
- Proration
- None
Who owes it, and for which year
Every registered foreign LLC owes the tax, and so do domestic LLCs, limited partnerships and general partnerships. The Division assesses it if the entity was active in its records at any time from January 1 to December 31 of the tax year. There is no proration, so an LLC registered in the last days of the year, or cancelled in the first days, still owes the whole amount for that year. The payment is due the following June 1.
No report, but a date
LLCs, LPs and GPs are not required to file annual franchise tax reports with the Division; they must pay the yearly tax by June 1. That is easy to miss, because most states send a reminder for a report. Delaware mails the agent a statement 60 days or more before June 1 (6 Del. C. 18-1107(d)), and if the agent does not forward it, you may never see it. The Division also warns that tax and annual report mail that does not come from the State or the Delaware registered agent should be viewed with suspicion.
How to pay
The Division takes payment on its Pay LLC/LP/GP Tax application. Payments can be made by credit card or by ACH debit from a checking or savings account, and ACH debit is required for any transaction over $5,000. Click submit only once, since a double click on a card payment can duplicate the charge.
If the tax is not paid
| What happens | When | Authority |
|---|---|---|
| Late amount added | $200 once June 1 passes | 18-1107(e) |
| Interest | 1.5 percent a month or part | 18-1107(c) |
| Registration lapses | On non-payment | 18-1107(h) |
| Tax becomes a debt for suit | After one month in arrears | 18-1107(g) |
| Injunction against doing business | After three months, on the Attorney General's petition | 18-1107(j) |
| Other filings refused | While tax is owed | 18-1107(k) |
| No suits in Delaware courts | Until restored | 18-1107(l) |
What does not happen
The code puts limits on the consequence. Contracts and acts of the LLC stay effective despite non-payment, and it can still defend an action in a Delaware court (6 Del. C. 18-1107(m)). Members and managers are not liable for the LLC's debts solely because it stopped being registered (6 Del. C. 18-1107(n)).
Getting restored
A lapsed foreign LLC comes back to registered status once it has paid the tax, the penalties and the interest for each year it missed (6 Del. C. 18-1107(i)). The Division will not issue good standing certificates, or accept other filings, until that is done. The cost grows with each missed year, which is the reason to pay a late June 1 tax rather than leave it. Once the LLC is back in good standing, the short certificate of status is $50, and it can be issued again because the Division stops refusing filings from the LLC (6 Del. C. 18-1107(k)).
Tax classification in Delaware
For Delaware taxes a registered foreign LLC is treated as a partnership unless it is classed differently for federal income tax, and its members as resident or nonresident partners on the same basis (6 Del. C. 18-1107(a)). That governs how Delaware taxes the LLC and its members.
Annual tax questions
Is there an annual report to file?
No. LLCs, LPs and GPs pay the tax and do not file an annual franchise tax report.
Is the amount different for a foreign LLC?
No. A domestic and a foreign LLC both pay $400.
Who gets the statement?
The registered agent, by mail, about two months ahead of the due date.
What if I never received a statement?
The due date does not depend on it. Check with your agent, and pay on the Division's tax application.
Our charge, then the Delaware fee
Register in Delaware
+ $200 Delaware fee
- The Certificate of Registration of a Foreign Limited Liability Company, prepared from your answers
- A fresh certificate of existence from the home state, ordered for the filing
- A Delaware registered agent, either our office or your own choice
- Your Delaware registration and the date the first annual tax is payable
- Renewal: after the first year, the agent service renews at $149 a year
$199
Start my Delaware filingOur charge and the Delaware fee are separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Delaware Code and state pages
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Delaware Division of Corporations, Certificate of Registration of a Foreign Limited Liability Company (PDF)
- Delaware Code Title 6, chapter 18, subchapter IX (foreign LLCs)
- Delaware Division of Corporations fee schedule (PDF)
- Division of Corporations, pay taxes and file annual reports
- Division of Corporations, certificates of status and entity status online
Doing business in Delaware?
One order covers the application, the certificate and the agent. After that we flag the June 1 tax.