Delaware: LLC Annual and Biennial Report Requirements

The Delaware exception: an annual tax, not a report

Most states keep an LLC in good standing by requiring a short periodic report. Delaware does not.
The Delaware Division of Corporations states plainly that LLCs "are not required to file" an annual
report — there is no annual or biennial report form for a Delaware LLC at all. (Delaware
corporations file annual reports; LLCs, limited partnerships, and general partnerships do not.)

What replaces the report is a flat annual tax under 6 Del. C. § 18-1107. Every domestic LLC and
every foreign LLC registered in Delaware owes it, regardless of income, activity, or age. So the
practical yearly task for a Delaware LLC is not "file a report" — it is "pay the tax and keep a
Delaware registered agent."

The annual tax: amount, due date, and the 2026 increase

The tax is due June 1 each year, "following the close of the calendar year" (§ 18-1107(c)). The
Division assesses the full amount for any year the LLC was active at any point, with no proration for
a partial first year, so a brand-new LLC's first tax comes due the June 1 after its formation year.

The amount is $400 for the 2026 tax year and after. It was $300 through the 2025 tax year,
and was raised to $400 by 2026 House Bill 400 (85 Del. Laws c. 273), which applies to annual taxes
beginning January 1, 2026. Because the tax is paid the year after the tax year, the timing works
out like this:

• The tax that came due June 1, 2026 (for tax year 2025) was $300.
• The tax for tax year 2026, due June 1, 2027, is $400.

A registered series of a Delaware LLC pays its own $100 annual tax (up from $75) on top of the
parent's tax. This is why filing-service pages and even the Division's own instructions page were
still showing $300 in mid-2026 — that was the last year at the old rate.

What happens if you don't pay

Because there is no report, the entire delinquency mechanism runs on the tax. Miss June 1 and the
tax "shall bear interest at the rate of 1½% for each month" (§ 18-1107(c)), plus a $200 penalty
(§ 18-1107(e)). More seriously, the LLC "shall cease to be in good standing" (§ 18-1107(h)), and a
Delaware LLC that is not in good standing "may not maintain any action, suit or proceeding in any
court of the State of Delaware until [it] has been restored" (§ 18-1107(l)). Losing the ability to
sue or defend in Delaware — Delaware's Court of Chancery is a big reason many companies form there —
is often the consequence that actually bites.

Cancellation and revival

Falling behind is recoverable for a while: paying the back tax, penalties, and interest for each
unpaid year "restore[s]" the LLC to good standing (§ 18-1107(i)). But there is a hard outer limit.
An LLC's certificate of formation "shall be canceled if the annual tax ... is not paid for a period
of 3 years from the date it is due," effective on the third anniversary of the due date
(§ 18-1108(a)).

A canceled LLC is not gone for good — it is revived by filing a certificate of revival with the
Secretary of State, paying the revival fee, and paying "the annual tax due ... and all penalties and
interest thereon" that had accrued at cancellation (§ 18-1109(a)). Revival brings the LLC back, but
it does not by itself restore a lapsed business or professional license or erase other liabilities
that piled up in the meantime.

What trips people up

• There is no annual report — but there is a tax, and it is easy to forget. No report form ever
  arrives to remind you; the only trigger is the $400 tax due June 1 (§ 18-1107(b)-(c)).
• The tax is $400 now, not $300. House Bill 400 (85 Del. Laws c. 273) raised it effective for the
  2026 tax year; the first $400 bill is the one due June 1, 2027.
• No proration for a partial first year. Form in December and you still owe the full year's tax.
• Losing good standing blocks Delaware lawsuits. Under § 18-1107(l), an LLC that has not paid
  cannot maintain a suit in a Delaware court until it pays up.
• Three years unpaid cancels the LLC. § 18-1108(a) cancels the certificate of formation on the
  third anniversary of the missed due date; after that you need a certificate of revival.

Common questions

Does my Delaware LLC file an annual report?
No. The Division of Corporations confirms LLCs file no annual report. You only pay the annual tax
(§ 18-1107).

How much is the Delaware LLC annual tax, and when is it due?
$400 for the 2026 tax year and after (up from $300), due June 1 each year (§ 18-1107(b)-(c)). Each
registered series adds $100.

What happens if I pay late?
A $200 penalty plus 1.5% monthly interest, loss of good standing, and no right to sue in Delaware
courts until you are restored (§ 18-1107(e), (h), (l)).

Can I fix it after years of not paying?
Up to three years, just pay the back tax, penalties, and interest to be restored (§ 18-1107(i)).
After three years the LLC is canceled (§ 18-1108(a)) and must file a certificate of revival to come
back (§ 18-1109(a)).

Statutes and sources

• 6 Del. C. § 18-1107 — the LLC annual tax: $400 (2026 tax year on), due June 1, 1½%/month
  interest, $200 penalty, loss of good standing, and the bar on maintaining a Delaware lawsuit.
  https://delcode.delaware.gov/title6/c018/sc11/index.html (accessed 2026-07-16)
• 6 Del. C. § 18-1108 — cancellation of the certificate of formation after three years of unpaid
  annual tax. https://delcode.delaware.gov/title6/c018/sc11/index.html (accessed 2026-07-16)
• 6 Del. C. § 18-1109 — revival of a canceled LLC by certificate of revival plus back tax,
  penalties, and interest. https://delcode.delaware.gov/title6/c018/sc11/index.html (accessed 2026-07-16)
• Delaware Division of Corporations — LLC/LP/GP Franchise Tax Instructions — official confirmation
  that LLCs file no annual report and pay a flat annual tax by June 1.
  https://corp.delaware.gov/alt-entitytaxinstructions/ (accessed 2026-07-16)