State filing requirements
LLC & corporation annual filing requirements in Delaware
The recurring Delaware state filings — franchise tax, annual report / annual list, business license — plus the federal obligations that apply regardless of state. Deadlines, penalties, official sources, dated.
Not legal or tax advice. Compliance Radar is an informational directory.
This is general information, not legal or tax advice. Deadlines and penalties change and depend on your specific facts — verify with the official source and a licensed CPA or attorney before acting.
We surface only obligations we can anchor to an official government source, each with the
date we last verified it. Sources change; always confirm against the linked official page.
Delaware state obligations
| Obligation | Deadline | Penalty | Source |
|---|---|---|---|
| Delaware corporation annual report + franchise tax Delaware Division of Corporations |
March 1 each year. | $200 penalty plus 1.5% interest per month on the unpaid tax. Continued non-payment can lead to loss of good standing. | Source: Delaware Division of Corporations — Pay Taxes / Franchise Tax · verified as of 2026-06-22 |
| Delaware LLC annual tax Delaware Division of Corporations |
June 1 each year. | $200 penalty plus 1.5% interest per month on the unpaid tax. | Source: Delaware Division of Corporations — Alternative Entity (LLC) Tax · verified as of 2026-06-22 |
Federal obligations (apply in every state)
| Obligation | Deadline | Penalty | Source |
|---|---|---|---|
| FinCEN Beneficial Ownership Information (BOI) Report FinCEN (Corporate Transparency Act, 31 CFR 1010.380) |
Foreign reporting companies: within 30 calendar days of registration becoming effective (entities already registered before March 26, 2025 had an earlier 2025 deadline that has now passed). Confirm your specific deadline directly on fincen.gov/boi. | Willful violations: civil penalty up to $591/day (inflation-adjusted) and criminal penalties up to a $10,000 fine and/or up to 2 years imprisonment. | Source: FinCEN — Beneficial Ownership Information · verified as of 2026-06-22 |
| IRS Form 5472 (foreign-owned US LLC / 25%-foreign-owned US corp) IRS (IRC §6038A) |
Filed with Form 1120 (or pro-forma 1120) by the 15th day of the 4th month after the entity's tax year-end — about April 15 for a calendar-year filer — including extensions. | $25,000 for failure to file a complete and accurate return, plus an additional $25,000 for each 30-day period the failure continues more than 90 days after IRS notice. | Source: IRS — Instructions for Form 5472 · verified as of 2026-06-22 |
| IRS Form 5471 (US persons owning a foreign corporation) IRS (IRC §6038 / §6046) |
Attached to the filer's income tax return and due by that return's due date, including extensions (about April 15 for a calendar-year individual, plus extensions). | $10,000 per form, per year, per foreign corporation; an additional $10,000 per 30-day period after a 90-day IRS notice window (capped at $50,000 per failure), plus a possible reduction of foreign tax credits. | Source: IRS — Instructions for Form 5471 · verified as of 2026-06-22 |
| IRS Form 1099-NEC (nonemployee compensation) IRS |
January 31 — to BOTH the recipient and the IRS (moves to the next business day if January 31 falls on a weekend or holiday). | Per-form penalties scale with how late you file. For 2025 small-business returns: $60 (filed within 30 days), $130 (by August 1), and $330 (after August 1 or not filed) per form; intentional disregard is higher with no cap. Penalties apply separately for the IRS copy (§6721) and the payee copy (§6722). Exact 2026 inflation-adjusted figures may differ — confirm on the IRS penalties page. | Source: IRS — Instructions for Forms 1099-MISC and 1099-NEC · verified as of 2026-06-22 |
| IRS Form 941 (quarterly employment tax) IRS |
Last day of the month following each quarter: April 30, July 31, October 31, and January 31. You get 10 extra days if all required deposits were made on time and in full. | Failure-to-file, failure-to-pay, and failure-to-deposit penalties apply (IRC §6651, §6656), plus interest. Confirm current percentage tiers on the IRS site. | Source: IRS — Instructions for Form 941 · verified as of 2026-06-22 |
| Sales tax economic nexus (post-Wayfair) U.S. Supreme Court (South Dakota v. Wayfair, 2018) + each state |
There is no single national deadline. Once you cross a state's threshold you generally must register and then file/remit on that state's schedule (often monthly or quarterly). Check each state where you have sales. | Liability for uncollected tax, plus interest and per-state penalties. | Source: Streamlined Sales Tax — Remote Seller Thresholds · verified as of 2026-06-22 |
| Registered agent + annual/biennial report (general) State Secretary of State (varies by state) |
The registered-agent requirement is continuous from formation. Report cadence and due dates are set per state (annual, biennial, or anniversary-based) — check your state's Secretary of State. | Loss of good standing, leading to administrative dissolution or revocation. Practical consequences include loss of liability protection, inability to sue in state courts, and missed legal service (default judgments). | Source: U.S. SBA — Register your business · verified as of 2026-06-22 |