What a Delaware LLC actually owes
Section 18-1107(b): every domestic LLC and every foreign LLC registered to do business in the State of Delaware pays an annual tax of $400.
Two widespread errors are worth correcting immediately:
It is $400, not $300. The $300 figure is repeated across secondary sources and was correct for years. As at 7 August 2026 the code says $400.
There is no annual report. The phrase appears nowhere in the subchapters of the LLC Act retrieved. A Delaware corporation files one; an LLC does not. The obligation is the tax, and the tax alone.
When. Section 18-1107(c): due and payable on 1 June following the close of the calendar year, or on cancellation of the certificate of formation. If the company is being wound up by a filing, the full year's tax is due before that filing is made.
Notice. Section 18-1107(d): at least 60 days before 1 June the Secretary of State mails an annual statement — in care of the registered agent in Delaware. A founder abroad who loses touch with their agent loses the only notice the statute provides.
What happens if you miss it
The sanction is layered, and the layers matter more than the amounts.
Immediately on 1 June:
- a $200 penalty (§ 18-1107(e)), added to the tax and collected as part of it;
- interest at 1.5% per month or part thereof until paid (§ 18-1107(c));
- the LLC ceases to be in good standing (§ 18-1107(h)).
While out of good standing (§ 18-1107(k), (l)):
- the Secretary of State will not accept any filing for the company, and will not issue a certificate of good standing;
- the company may not maintain any action, suit or proceeding in any Delaware court until it is restored — and neither may a successor or assignee, on claims arising from business done after good standing lapsed.
What does not happen — the part founders get wrong in both directions (§ 18-1107(m), (n), (k)):
- contracts, deeds, mortgages, security interests and liens stay valid;
- the company may still defend an action;
- members and managers are not personally liable for the company's debts merely because the tax went unpaid;
- the company remains a limited liability company formed under the chapter.
After three years — § 18-1108(a): if the tax is unpaid for 3 years from its due date, the certificate of formation is cancelled, effective on the third anniversary. The Secretary of State files a list of cancelled companies and publishes it on or before 31 October each year.
Restoration — § 18-1107(i): paying the tax plus all penalties and interest for every year missed restores good standing. Revival after cancellation is under §§ 18-1109/18-1110, at a filing fee of $180 (§ 18-1105(a)(3)).
The shape of it: this is not a trap that destroys the company overnight, and it is not harmless either. It is a slow, cheap-to-cure problem that becomes an expensive one at exactly the moment you need something — a bank asking for a certificate of good standing, or a claim you need to bring in a Delaware court.
How Delaware taxes the LLC itself
Section 18-1107(a): for Delaware tax purposes an LLC is classified as a partnership unless it is classified otherwise for federal income tax purposes, in which case Delaware follows the federal classification. Members are treated as resident or non-resident partners on the same principle.
So the federal election drives the state treatment. That is as far as the checked sources go.
Federal obligations
Federal tax obligations exist, they are separate from Delaware's, and they can be particularly consequential for a foreign-owned single-member LLC. This article does not list them: the subject is outside the scope of this first release, and an error here does immediate financial damage. Take it up separately with a tax adviser.
Beneficial ownership: for an entity created in the United States there is currently no BOI filing to FinCEN — set out with its date and its three cautions in the article on non-resident founders.
The recurring costs, so far as sourced
| Item | Amount | When | Source |
|---|---|---|---|
| Delaware annual tax | $400 | 1 June yearly | § 18-1107(b), (c) |
| Late penalty | $200 + 1.5%/month | on default | § 18-1107(e), (c) |
| Registered agent | commercial — not set by statute | yearly | § 18-104 requires one |
| Certificate of good standing | $50 | on request | § 18-1105(a)(10) |
| Revival after cancellation | $180 | if needed | §§ 18-1109/18-1110, 18-1105(a)(3) |
No agent fee is given here — it is set by the market, not by statute. Any Delaware Division of Corporations charges beyond the statutory ones were not checked for this article either.
One date
Put 1 June in the calendar, and keep your registered agent's contact details current: the only notice the statute provides goes there.
Forming the company and what changes for a non-resident are separate articles; the certificate of good standing this article protects is exactly the document a bank will ask for.