State tax guides

Delaware LLC & corporation registration and tax requirements

A general guide to forming, registering and keeping a company compliant in Delaware. Businesses are registered with the Division of Corporations. Delaware is popular for forming companies, but a Delaware LLC or corporation that actually operates in another state usually must also register and pay taxes in that state.

Single-member LLCs in Delaware

A single-member LLC is registered with the Division of Corporations by filing articles of organization. For federal tax purposes it is usually a disregarded entity, and its ongoing Delaware obligations typically include: corporations: annual report and franchise tax due March 1; LLCs: annual tax due June 1. Delaware taxes individual income, so owners of pass-through LLCs and S corporations generally report their share of Delaware-source profit on a Delaware return—as residents or as nonresidents.

Multi-member LLCs in Delaware

A multi-member LLC is generally taxed as a partnership and files a federal Form 1065 with K-1s for each member. In Delaware, it keeps the same registration and report obligations, and the state may require a partnership return or withholding for nonresident members. Business-level taxes to watch: Annual franchise tax for corporations and flat annual tax for LLCs; corporate income tax applies to business carried on in Delaware.

Corporations in Delaware

A corporation files articles of incorporation with the Division of Corporations, appoints directors and officers, and keeps its Delaware registration current. Annual franchise tax for corporations and flat annual tax for LLCs; corporate income tax applies to business carried on in Delaware. Corporations also file federal Form 1120 and, when doing business in Delaware, a Delaware corporate return where one is required.

S corporations in Delaware

An S corporation is a federal tax election (Form 2553), not a separate entity type. Not every state treats S corporations the same way—in Delaware, review how the state taxes S corporation income and whether entity-level taxes or fees still apply. Nonresident aliens cannot be S corporation shareholders, so foreign owners usually use an LLC or C corporation instead.

Foreign-owned U.S. LLCs and corporations in Delaware

Foreign individuals and companies can own an LLC or corporation in Delaware. State requirements are generally the same as for U.S. owners, but federal rules add filings such as Form 5472 with a pro forma Form 1120 for foreign-owned single-member LLCs, and possible withholding on income allocated to foreign partners. Chirino USA helps foreign owners keep both the Delaware filings and the IRS filings in order.

Companies formed in another state that do business in Delaware

An LLC or corporation formed elsewhere—such as in Delaware, Wyoming or Florida—that has employees, an office, property or regular operations in Delaware usually must register as a "foreign" entity with the Division of Corporations (foreign qualification). Once registered, it generally follows Delaware's report and tax rules as well as those of its home state.

Registered agent requirements

Every LLC and corporation registered in Delaware must keep a registered agent with a physical address in the state to receive legal and state notices. Owners who live abroad or in another state typically use a commercial registered agent service.

General filing deadlines

Annual or periodic report: Corporations: annual report and franchise tax due March 1; LLCs: annual tax due June 1. State income or franchise tax returns generally follow federal due dates or shortly after, and extensions for state returns do not always extend the time to pay. Missing state filings can lead to penalties, loss of good standing and eventual administrative dissolution.

Multi-state business considerations

Companies that sell, hire or hold property in more than one state may have to register and file in each of them. Income is usually apportioned among states, and sales tax registration can be triggered separately from income tax. We review where your company is "doing business" so you file in Delaware and other states only where required.

This guide is general information and not legal or tax advice. State rules, fees and deadlines change; we confirm current requirements for your situation before filing.

Delaware LLC and corporation FAQs

Do I need an accountant for my Delaware LLC?

Not always, but a professional helps make sure your Delaware registration, annual reports and state taxes are coordinated with your federal returns. Chirino USA assists single-member and multi-member LLCs, corporations and S corporations with Delaware compliance.

Does my LLC need to register in Delaware if it was formed in another state?

If your company has a physical presence, employees or regular business activity in Delaware, it usually needs foreign qualification with the Division of Corporations. Simply owning a company formed elsewhere is not enough by itself; it depends on your activities.

What state taxes apply to a foreign-owned LLC in Delaware?

Annual franchise tax for corporations and flat annual tax for LLCs; corporate income tax applies to business carried on in Delaware. Foreign owners also have federal obligations such as Form 5472 for single-member LLCs.

What annual filings does a Delaware company have?

Corporations: annual report and franchise tax due March 1; LLCs: annual tax due June 1. Most companies also have federal and, where applicable, state income tax filings each year.