Delaware Corporation LLC Filing Requirements
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We are providing the following for informational purposes only, which should not be a replacement for the advice of those licensed to give tax and legal advice. Further, although we make every effort to keep the information up-to-date, we make no guarantees as to the accuracy of the information presented in this current revision. Please report any problems you encounter to us by CLICKING HERE (please include state and defective link in your report).
If you have further questions regarding business filings or fees, need additional filing forms, or want to contact your state’s business division, here are the agency’s contact information.
Division of Corporations
John G. Townsend Building
401 Federal Street, Suite 4
Dover, DE 19901
Phone: (302) 739-3073 press 2
FAX: (302) 739-3812 or 3813
If you have further questions regarding business taxes, need additional tax forms, or want to communicate with your state’s tax division, here is the agency’s contact information.
State of Delaware
Division of Revenue
820 N. French Street
Wilmington, DE 19801
Phone: (302) 577-8200
Fax: (302) 577-8202
Business Tax Help: (302) 577-8205
Delaware State Statutes
To research the State Statutes for Delaware Corporations, click here.
To research the State Statutes for Delaware LLCs, click here.
To research the State Statutes for Delaware Limited Partnerships, click here.
To research the State Statutes for Delaware Uniform Partnerships, click here.
Contact your state or local agencies regarding licensing issues.
Initial Filing Requirements
The following is an overview of Delaware’s fees, requirements and compliance issues for corporations and limited liability companies.
Filing time is the estimate of total turnaround time from the date articles are submitted from SmallBiZ.com to the date the approved articles are received back from the state. NOTE: As part of our filing service, we will be receiving only an approved copy of your articles (also known as “certificate” of incorporation (for INCs) or organization (for LLCs). You may want to order a Certified Copy or Certificate of Good Standing in addition to provide proper proof of formation to a bank or vendor.
2 to 3 business days (includes FedEx delivery to our office)
3 to 4 weeks (plus mailing time using standard US Mail)
Have SmallBiZ.com form your entity now!
The state of Delaware charges $75 minimum tax for corporations and $250 for LLCs. Corporate franchise taxes are determined using the Authorized Shares Method or the Assumed Par Value Capital Method.
For Authorized Shares Method:
- 5,000 or fewer shares, franchise tax = $75
- 5,001 – 10,000 shares = $150
- 10,001+ shares = $150 + $75 for each additional 10,000 shares or portion thereof.
- Maximum yearly tax = $180,000.00
1) A domestic corporation with 200 shares authorized will pay $125 ($75 tax + $50 annual report filing fee)
2) A domestic corporation with 10,000 shares authorized will pay $200 ($150 tax + $50 annual report filing fee)
3) A corporation with 100,000 shares authorized will pay $875 ($825 [$150 + ($75 x 9)] tax + $50 annual report filing fee)
Assumed Par Value Capital Method
To use this method, you must give figures for all issued shares (including treasury shares) and total gross assets in the spaces provided in your Annual Franchise Tax Report. Total Gross Assets shall be those “total assets” reported on the U.S. Form 1120, Schedule L (Federal Return) relative to the companies fiscal year ending the calendar year of the report. The tax rate under this method is $250.00 per million or portion of a million of the assumed par value capital, which is calculated as described below, if the assumed par value capital is greater than $1,000,000. If the assumed par value capital is less than $1,000,000, the tax is calculated by dividing the assumed par value capital by $1,000,000 then multiplying that result by $250.
The example cited below is for a corporation having 1,000,000 shares of stock with a par value of $1.00 and 250,000 shares of stock with a par value of $5.00. gross assets of $1,000,000.00 and issued shares totaling 485,000.
- Divide your total gross assets by your total issued shares carrying to 6 decimal places. The result is your “assumed par.” Example: $1,000,000 assets, 485,000 issued shares = $2.061856 assumed par.
- Multiply the assumed par by the number of authorized shares having a par value of less than the assumed par. Example: $2.061856 assumed par 1,000,000 shares = $2,061,856.
- Multiply the number of authorized shares with a par value greater than the assumed par by their respective par value. Example: 250,000 shares $5.00 par value = $1,250,000
- Add the results of #2 and #3 above. The result is your assumed par value capital. Example: $2,061,856 plus 1,250,000 = $3,311, 856 assumed par value capital.
- Figure your tax by dividing the assumed par value capital, rounded up to the next million if it is over $1,000,000, by 1,000,000 and then multiply by $250.00. Example: 4 x $250.00 = $1,000.00
NOTE: If an amendment changing your stock or par value was filed with the Division of Corporations during the year, issued shares and total gross assets within 30 days of the amendment must be given for each portion of the year during which each distinct authorized amount of capital stock or par value was in effect. The tax is then prorated for each portion of the year dividing the number of days the stock/par value was in effect by 365 days (366 leap year), then multiplying this result by the tax calculated for that portion of the year. The total tax for the year is the sum of all the prorated taxes for each portion of the year.
Use the state’s Franchise Tax Calculator for estimating your franchise taxes.
Annual Filing Requirements
Tax Forms List – Current Business Tax Forms (also 2002-2009)
1100 forms are ONLY filed by companies with a physical presence in Delaware that do business within the state and have a Delaware employee payroll.
Every S Corporation deriving income from sources within Delaware is required to file an S Corporation Reconciliation and Shareholders Information Return (Form 1100S).
All 1100 Series tax forms must be filed by April 1st for calendar year filings, or before the first day of the fourth month following the close of the taxable year.