What is annual report & franchise tax compliance?
Every state’s annual report and franchise tax on one calendar — prepared before the late fees write themselves.
There is no single "annual compliance certificate" in the US the way there is a ROC filing bundle in India. What a Delaware company actually owes every year is three separate obligations that happen to land in the same window: the Annual Report, the franchise tax, and the registered agent's renewal invoice. Miss any one of them and the company risks administrative dissolution — not a fine, an actual loss of good standing that has to be reversed later through a Certificate of Revival, back taxes, penalties and interest. The retainer exists because nobody remembers three deadlines that don't share a form.
For a Delaware corporation, the Annual Report and franchise tax are both due March 1 every year, filed and paid together through the state's online portal. The report itself asks for current officer and director names and addresses — this is also where the annual roster gets refreshed, since the US has no DIN-style personal filing that tracks a director's appointment or resignation in real time. Since 2026, Delaware also asks for a "Nature of Business" field on the report, a new line item that gets filled in every year going forward. Delaware LLCs are simpler on paper and stricter on money: no annual report requirement at all, just a flat $300 franchise tax due June 1, whether the LLC did a single dollar of business that year or not.
Who does what
CapEasy prepares and coordinates the filings; the registered agent of record receives service, and anything requiring an officer’s signature gets it.
Who does what
| Your CapEasy team | Annual report & franchise tax compliance, the reconciliations and reporting behind it, and the questions list that keeps it honest. |
| Your CPA or enrolled agent | Everything that carries a licence in United States — rendered exactly as written: issue compilation, review or audit reports — those are restricted to licensed cpa firms. |
| You | One conversation with one named person, and the decisions that are genuinely yours. |
Annual report & franchise tax compliance in United States
The Annual Report and franchise tax are due March 1 for corporations, June 1 for LLCs — and they are two different obligations, not one
A Delaware corporation's Annual Report ($50 filing fee, domestic) and franchise tax (minimum $175 Authorized Shares Method or $400 Assumed Par Value Method) are both due March 1 and filed together through the state's online portal — processing is near-instant once submitted. A Delaware LLC files no annual report at all; it owes a flat $300 franchise tax due June 1 regardless of revenue or activity, since the tax is a formula for existing, not a levy on turnover. We track both deadlines on the compliance calendar for the entity's actual type, so a corporation's March deadline and an LLC's June deadline never get treated as the same date.
The franchise tax bracket is chosen by picking the lower of two calculation methods
Delaware requires the corporation to pay whichever of two methods produces the smaller bill: the Authorized Shares Method (minimum $175) or the Assumed Par Value Capital Method (minimum $400, requiring total gross assets and total issued shares to compute). We compute the bill under both methods every year and file the lower one; whether the resulting figure or method choice constitutes formal tax advice for a specific structuring decision is something we flag to a CPA before anything unusual is finalized.
A lapsed registered agent risks administrative dissolution — and reinstatement costs more than staying current ever would
Delaware requires every corporation and LLC to maintain a current registered agent with an in-state address at all times; letting that relationship lapse, or letting franchise tax go unpaid, is the near-universal cause of administrative dissolution in this state. Reversing it means filing every missed Annual Report, paying all back franchise tax plus a roughly $200 late penalty plus accrued interest, then filing a Certificate of Revival ($220 LLC / $189 corporation, $5 if exempt) — and Delaware's own processing runs 10–15 business days in normal months, 3–4 weeks in March, June and December when reinstatement volume spikes right alongside the deadlines that caused the lapse in the first place. We keep the agent renewal and the annual filing on the same calendar precisely so this chain never starts.
There is no dormant or reduced-obligation status for an inactive Delaware entity
Unlike India's Section 455 dormant-company status, Delaware has no formal reduced-fee tier for an entity that isn't trading. An inactive corporation still owes its full Annual Report and franchise tax every year, and an inactive LLC still owes its full $300 flat tax — the bill is for existing, not for activity. The real options for an entity with nothing happening in it are to keep filing normally, or to formally dissolve; there is no cheaper middle state, and we say so plainly rather than let a client assume inactivity lowers the bill.
What your CPA or enrolled agent receives from us
- The Annual Report filed and franchise tax paid through the Delaware portal before the March 1 (corporations) or June 1 (LLCs) deadline, with the filed confirmation and payment receipt retained for the minute book.
- A franchise tax computation showing the bill under both the Authorized Shares Method and the Assumed Par Value Capital Method, with the lower figure identified as the one filed.
- The Nature of Business field completed on the Annual Report — the field Delaware added in 2026 that recurs every filing year.
- The current officer and director roster confirmed and refreshed on the report, matched against the company's own internal resolutions for any changes made during the year.
- The registered agent's renewal status checked against its due date, with the invoice paid before lapse and the signed agent-service agreement on file naming the partner agent of record.
- A tracked compliance calendar for the entity covering every recurring deadline — Annual Report/franchise tax, registered agent renewal, and any state business-licence renewal that applies where the company operates in-state.
