Delaware Annual Report and Franchise Tax

No par value stock is assigned a value of $100 per share for purposes of the above calculation. In our example, this would have resulted in a $200,000 maximum tax. Thus, it is generally advisable to avoid no par value stock and to assign a very low par value to shares if possible. If you own a corporation (irrespective of whether it is an S-corp or a C-corp) the franchise tax is computed based on the number of shares. The taxation of a Limited Liability Company (LLC) in Delaware is flexible and depends on the type of entity the LLC elects for tax purposes.

Because this calculation requires information that the Secretary of State’s office does not have, this can only be done if the company initiates this calculation themselves. If the company has authorized stock with no par value, this calculation will always result in a lower tax balance than the authorized shares method. Note that the minimum tax for the assumed par value capital method is $350. Form 1120 Schedule L for tax year ending prior to filing the Delaware franchise tax report.

• All corporations using either method will have a maximum tax of $200,000.
• We will not only help you to file your annual report but also ensure you are able to submit correct Delaware annual report information.
• Delaware limited liability companies and partnerships must file franchise taxes with the Secretary of State of the State of Delaware.
• Here are the highlights of why incorporation in Delaware may be more attractive than in Nevada.
• There is a difference in the annual requirement for corporations and a limited liability company as the latter is not required to file an annual report.

Delaware does require annual reports for corporations, but not for Limited Liability Companies (LLCs). This includes filing annual reports, paying franchise taxes, and complying with other regulations specific to the type of company structure. It’s important for companies to stay compliant with these regulations to avoid penalties and maintain their right to conduct business in the state.

There is a Delaware franchise tax as well as a gross receipts tax on companies. These are the main Delaware taxes the state uses to generate its tax revenue. The lack of Delaware sales tax means no in-state purchases are subject to tax, whether a company is physically located in the state or not. And there’s no state corporate income tax on goods and services provided by Delaware corporations that operate outside of the state. Delaware holding companies benefit from no corporate tax on interest and other investments.

If the Annual Report and remittance is not received by the due date, a $125.00 penalty will be added to filing fee. Nevada corporations with a tax liability can apply for a non-refundable Commerce Tax Credit with the state’s Department of Taxation. If the sum of all taxable wages, after health care deductions, paid by the employer doesn’t exceed $50,000 for the calendar quarter, the amount of tax is $0. If the sum of all the wages paid by the employer exceeds $50,000 for the calendar quarter, the tax is 1.475% of the amount of the wages that exceed the $50,000. County-level real estate property tax can exist, but it’s typically very low in comparison to property taxes in other states. In addition, the state has no value-added taxes (VATs), use taxes, or an inheritance tax.

How Do I File a Delaware Annual Report?

There is a Delaware annual report due date for different forms of businesses and failure to file within the due date may lead to penalties. Business corporations are required to file their annual report along with franchise tax on March 1st, each year. The due date for foreign corporations is June 30th each year while the due date of a limited liability Free Small Business Bookkeeping Templates company’s Delaware annual report filing is June 1st of each year. Along with paying their annual franchise tax, domestic corporations must file an annual report and pay an additional filing fee of $50. With respect to foreign corporations registered in Delaware, the corporation must file its annual report by June 30 and pay a $125 flat fee.

The penalty is $200 along with an interest of 1.5% per month, which is applied to the unpaid tax balance. The default method by which the Delaware Secretary of State’s office calculates franchise tax on domestic profit corporations is called the “authorized shares” method – and it is just what it sounds like. If the corporation’s shares have a par value, the tax is calculated based on the number of shares authorized. If the company has 5,000 shares or less, then the company pays the minimum tax of $175. If they have authorized between 5,001 and 10,000 shares, the tax goes up to $250. Thereafter, the tax increases by $75 for each additional 10,000 shares or portion thereof (with a maximum tax of $180,000).

Summary of Annual Requirements in Delaware

You will be able to locate this number on your Certificate of Incorporation or Certificate of Formation. The Delaware annual report information also requires an authorization by an officer or director of the company for filing purposes. Since the annual reports in Delaware state are electronically stored, hence the details of this informational report cannot be viewed publicly thus providing a layer of privacy for businesses. Authorizing excessive shares of stock can result in a higher annual franchise tax liability. A large widely held public company might have difficulty reducing their authorized and/or issued shares but a start-up technology or life sciences company may have more flexibility. Ideally, Delaware Franchise Tax liability should be quantified prior to incorporating in the state and prior to any new shares being authorized or issued.

The business owner must pay a $125 registration fee if the corporation was established outside of Delaware but registered to conduct business there. Though the corporation was founded in Delaware, it is not regarded as a foreign corporation for these purposes, even if the location is outside of the United States. Only a few states, including Delaware, do not impose a sales tax. Delaware does, however, impose a gross receipts tax, which is a charge on retailers. Gross receipts tax rates now range depending on the type of business.1006% to.7543%. You may visit the department of revenue website for further details, including instructions on registering for and paying the tax.

Your very own Delaware corporate tax calendar

Payment of the franchise tax on time and in the correct amount is important to maintain good-standing status in Delaware. Failure to pay on time can result in penalty fees (including interest) and could expose an entity’s owner to personal liability if they continue to operate the business. Many of these situations can be rectified, but companies ought to take steps to avoid these problems in the first place. The Delaware annual report filing with the Delaware Division of Corporations is mandatory for corporations by law. There is a difference in the annual requirement for corporations and a limited liability company as the latter is not required to file an annual report.

This offers a level of privacy to founders and other stakeholders that is matched by few other American states. Those laws are enforced in a unique court, the Delaware Court of Chancery. The court focuses on business law, with an extensive history of resolving corporate disputes. This provides an efficient legal system for companies, with results that are often predictable when compared to courts in other states. (c) The annual tax shall be due and payable on the first day of June following the close of the calendar year or upon the cancellation of a certificate of formation.

There may be times when a company is unable to file within the Delaware annual report due date. This is where IncParadise ensures you never miss your due date for filing annual report or franchise taxes and this is made possible by providing the necessary assistance and services related to annual report filing on time. Businesses incorporated in the state of Delaware must file an annual report fee. Domestic non-exempt corporation’s annual report fee is $50 and $25 for exempt entities. There is a $200 penalty fee for not filing an annual report by March 1st. Partnership entities such as limited partnerships, limited liability corporations, and general partnerships aren’t required to file a yearly report in Delaware, but they do pay a $300 tax annually.

A corporation with 20,000,000 shares authorized pays $170,165 ($250.00 plus $169,915[$85 x 1999]). A corporation with 1,000,000 shares authorized pays $8,665 ($250 plus $8,415[$85 x 99]). A corporation with 20,000 shares authorized pays $335 ($250 plus $85). An LLC can also elect to be treated as a corporation for taxation, with the filing requirements being the same as a corporation.

What information do I need to file my Delaware annual report?

Whatever form of business you register with the state of Delaware, the annual requirements may be the same or different. The requirement of Delaware annual report filing is dependent on the form of business. For example, domestic and foreign LLCs are not required to file an annual report and instead have to file an “Alternative Entity Tax”or annual tax with a flat fee. Business entity types like domestic and foreign limited partnerships and general partnerships do not require filing an annual report but are required to file an annual tax of $300. On the contrary, a foreign or domestic corporation will be required to file an annual report pursuant to 2 DE Code § 515 (2014 through 146th Gen Ass). The fee for the Delaware annual report information is different for exempt and non-exempt domestic corporations and foreign corporations.

Details for Five of the Most Common Forms of Delaware Business

Business-friendly states want your business, but there’s a lot more than low taxes and minimum filing requirements to consider. InDinero can help set up an accounting system and prepare your taxes for any state where you do business—and make sure you’re filing the most advantageous Delaware tax return for your company. Get in touch with us today to speak to inDineo’s team of experienced tax experts to see how he can help. A franchise tax is a state charge on corporations to conduct business in their state.

Delaware Has More Corporate Entities Than People for a Reason

However, it does require these businesses to the state’s franchise tax. In addition, an individual S corporation shareholder will owe tax to the state on their share of the company’s income. In the business world, Delaware is famous for its easy setup and maintenance work regarding LLCs. The state has some of the strongest liability protections, as well.