Delaware LLC Annual Tax: Due Date, Late Fee, No Annual Report

How much is the Delaware LLC annual tax, and is June 1 the due date?

A Delaware LLC owes a flat annual tax, which the Division calls its LLC franchise tax, of $400 for each calendar year, due on or before June 1 of the following year (Division of Corporations; Delaware Code section 18-1107). The June 1 payment covers the year that just ended, and the tax is not prorated.

The amount was raised from $300 by a law whose LLC tax change took effect January 1, 2026 (House Bill 400). The law does not say which calendar year's tax is the first at the new amount, and the Division's tax pages state the new amount without a year. The Division's FAQ page still shows the old figure. If you owe an earlier year, confirm the amount with the Division before paying.

What makes a case not simple:

• Missed years. Late tax, a penalty and interest stack up each year, and three years of nonpayment lead to cancellation (see below).
• An owner outside the US. Paying Delaware does not satisfy the IRS (see the last section).
• An LLC formed elsewhere but registered in Delaware, or one with series.

Gather the LLC's exact legal name, its Delaware file number, the formation date, the EIN letter and the registered agent's invoices.

Does a Delaware LLC file an annual report?

No. LLCs, limited partnerships and general partnerships do not file an annual franchise tax report with the Division of Corporations; they only pay the tax (Division of Corporations).

A Delaware corporation is different: it files an annual report and pays franchise tax on a different schedule. See Delaware franchise tax for corporations.

How do I pay the Delaware LLC tax online?

The Division takes the payment through an online application, by ACH debit from a bank account or by credit card (Division of Corporations). ACH is required for any payment over $5,000.

The application runs daily from 8:00 am to 11:45 pm Eastern Time and starts by asking for the LLC's business entity file number (payment application). If you do not have the number, the Division's entity search finds it by name. If you pay by card, click submit once: repeat clicks can charge the card twice.

If the LLC has years unpaid, each year owes its own tax, penalty and interest; ask the Division for the total before paying.

Do I owe it if the LLC had no income, no bank account, or was formed in December?

Yes, the tax is owed in all three cases. The Division assesses the tax for any LLC that is active on its records at any time from January 1 through December 31, and there is no proration (Division of Corporations).

The tax does not depend on income, activity or a bank account. An LLC formed on December 20 owes the full amount for that calendar year, due the following June 1.

What are the late penalty and interest after June 1?

An LLC that misses June 1 owes a $200 penalty, which is added to the tax, plus 1.5% interest for each month or part of a month until paid (Delaware Code section 18-1107; Division of Corporations). The Division states the interest as running on the tax and the penalty.

One late payment does not cancel the LLC, but it does end good standing (next section). After one month in arrears, the State can sue to collect the unpaid tax as a debt, and the tax ranks as a preferred debt in insolvency.

What happens if the LLC stops paying for years?

A Delaware LLC that does not pay loses good standing at once, and its certificate of formation is cancelled if the tax stays unpaid for three years from its due date (Delaware Code sections 18-1107 and 18-1108). Cancellation takes effect on the third anniversary of that due date.

The statute says a member or manager is not personally liable for the LLC's debts solely because it did not pay the tax or lost good standing. It does not address other grounds of liability.

How does a cancelled or lapsed LLC get back to good standing?

An LLC that lost good standing is restored by paying the tax, penalties and interest for every unpaid year (Delaware Code section 18-1107(i)). The statute names no separate filing for this step.

A cancelled LLC is revived by filing a certificate of revival with the Secretary of State, paying the filing fee, and paying the tax, penalties and interest due at the time of cancellation (section 18-1109). The statute sets the filing fee at $180; the Division's fee schedule lists $220 for a domestic LLC because it adds a municipality fee (fee schedule). The certificate must state the LLC's name when it was cancelled; if that name is no longer available, the LLC is revived under a new name. Revival validates the LLC's acts during the cancelled period as if the certificate had never been cancelled.

A revived LLC may still owe federal and other state filings for the gap. See reinstating your company.

Do a series LLC or a foreign LLC registered in Delaware pay it too?

Yes to both. A foreign LLC registered to do business in Delaware owes the same $400 (Division of Corporations; section 18-1107). A foreign LLC that does not pay stops being registered in Delaware.

Each registered series of a Delaware LLC owes $100 a year, and a late registered series owes its own $50 penalty, separate from the LLC's. The statute taxes registered series, not protected series. A registered series that does not pay loses good standing on its own, and if the LLC itself does not pay, all its registered series lose good standing too.

An LLC formed in another state is not a Delaware LLC and does not owe this tax unless it registers in Delaware.

Does Delaware also want an income tax return from the LLC?

Not because of this tax. The annual tax is separate from income tax. For Delaware tax purposes an LLC is classified as it is for federal income tax, and is treated as a partnership unless it is classified otherwise (section 18-1107).

The Division of Revenue says the members of an LLC that has not elected corporate treatment follow Delaware's income tax filing rules for the years the LLC does business in Delaware; an LLC taxed as a corporation files Delaware's corporate return (Division of Revenue). An LLC formed in Delaware that does its work elsewhere may have no Delaware income tax filing, but that depends on its facts. A corporation or partnership that must file in several states is covered in business income tax in other states.

Is the letter or email asking me to pay genuine?

Check it against the State's own records before paying. The Secretary of State mails the annual tax statement, at least 60 days before June 1, to the LLC in care of its Delaware registered agent (section 18-1107(d)).

The Division advises treating any mail or email about taxes or annual reports with suspicion unless it comes directly from the State or the entity's registered agent (Division of Corporations). If a notice comes from a company that is neither the State nor your registered agent, pay through the Division's own payment page, not the notice.

Does closing the LLC stop the tax?

Closing stops the tax for later years, but the tax for the calendar year the cancellation takes effect is owed in full, and it is due before the certificate of cancellation is filed (section 18-1107(c)). Last year's tax, if not yet paid, also falls due on cancellation, even before June 1, along with any earlier unpaid years, penalties and interest.

A certificate of cancellation also carries its own filing fee, plus a fee for each registered series named in it. The statute sets the fee at $180 (section 18-1105); the Division's fee schedule lists $220 for a domestic LLC because it adds a municipality fee (fee schedule). Closing in Delaware is separate from the IRS and other-state closing steps. See closing a company.

Does paying Delaware settle the IRS or my home state?

No. The Delaware tax is a state fee for the LLC's existence. It does not replace federal filings or the fees and returns of the state where the LLC operates or where you live.

The biggest trap is an LLC with one foreign owner. A wholly foreign-owned LLC that is disregarded for income tax has no income tax return, yet it must file a pro forma Form 1120 with Form 5472 when it has reportable transactions. The penalty for not filing or not keeping records is $25,000, far larger than the Delaware tax (IRS instructions for Form 5472). See the foreign-owned single-member LLC guide.

For other states' fees on an LLC, see LLC annual fees and reports by state and which state to form in.

Example

These examples are illustrative; amounts are in US dollars and use the Delaware figures above.

Formed in December, owner abroad, no income

A single-member LLC is formed on December 20 and earns nothing that year. The owner lives outside the US. Delaware assesses the full US$400 for that calendar year, with no proration, due the next June 1. There is no annual report. Paying on time keeps the LLC in good standing. The owner still checks the IRS filing duty for a foreign-owned LLC.

Paid on September 1 instead of June 1

An LLC whose tax for the prior year is US$400 pays on September 1. It owes the US$200 penalty, so US$600, plus interest at 1.5% a month on that amount. September 1 is about three months after the due date, so interest is about US$27, for a total near US$627. The LLC lost good standing once June 1 passed and regains it when the full amount is paid. It is not cancelled.

Three unpaid years

An LLC does not pay its Year 1 tax, due June 1 of Year 2, or any later year. Each missed June 1 adds that year's tax, its own penalty and monthly interest. On June 1 of Year 5, the third anniversary of the first missed due date, the certificate of formation is cancelled; by then the taxes for Years 1 to 4 have fallen due. To revive it, the owner files a certificate of revival and pays the filing fee, plus the tax, penalties and interest due at cancellation. The name may need to change if someone else has taken it.

Different for you?

• Your Delaware entity is a corporation: it files an annual report and pays a different tax. See Delaware franchise tax.
• You are a non-US owner: Delaware is only part of the filing. Review the foreign-owned LLC filing and get corporate tax help if Form 5472 may have been missed.
• The LLC lost good standing or was cancelled: see reinstating your company, especially if the LLC has a bank account or several years unpaid.
• You want to close the LLC: see closing a company.
• You work in California or another state: the state where the LLC operates can charge its own fee. See California's minimum tax and LLC fee and LLC annual fees by state.
• You wonder whether Delaware is the right state at all: see which state to form in and the registered agent and address guide.