Important reminders for Delaware corporations:
Delaware Annual Filing Obligations
Your corporation’s Delaware annual report and franchise tax payment are due on or before March 1. All corporations formed in Delaware are required to file an annual report and to pay a franchise tax. Electronic filing of annual reports is mandatory. Your Delaware registered agent will not automatically file your annual report or pay your franchise tax without instructions from you. Information about these requirements, including alternate methods for calculating the Delaware franchise tax, may be found at the following link:
Note that the “Assumed Par Value Capital Method” of calculating the franchise tax will typically yield a much lower tax amount than the “Authorized Shares Method,” but Delaware generally defaults to the latter method when sending pro forma tax notices to corporations. You should contact your accountant if you have questions regarding these tax calculations. More information and an online tax calculator are available at:
If you or your accountant need your Delaware file number, you may obtain the number by searching your company’s name using the following link:
You may also contact your Delaware registered agent for assistance with the Delaware annual report and franchise tax payment. You may confirm the name and contact information for your Delaware registered agent by searching your company’s name using the following link:
Delaware Annual Meeting Requirement
In addition to annual state filing obligations, your Delaware corporation should hold an annual meeting of stockholders for the purpose of electing (or reelecting) members of the board of directors of your corporation, even if you are the sole stockholder or sole director. Specific provisions regarding the annual meeting of stockholders, including notice requirements, are contained in the bylaws of the corporation. In conjunction with the annual meeting of stockholders, your Delaware corporation should also hold an annual meeting of the board of directors for the purpose of electing (or reelecting) officers of your corporation, even if you are the sole director or sole officer. Annual meeting requirements can be satisfied without a meeting by unanimous written consents signed by each of the stockholders and by each of the directors of the corporation. Failure to satisfy annual meeting requirements creates a heightened risk of individual stockholder liability for corporate obligations.
You may contact us to discuss satisfaction of your corporation’s annual meeting requirements and preparation of the necessary documentation. These requirements are separate from the annual report requirement discussed above.
California Annual Filing Obligations for Delaware Corporations
If your Delaware corporation is qualified to transact business in California, you must file a Statement of Information – Foreign with the California Secretary of State annually on or before the anniversary of the date you first registered your Delaware corporation with the California Secretary of State. A corporation is required to file this statement even though it may not be actively engaged in business at the time this statement is due. The California filing may be completed electronically at:
or using the PDF version of Form SI-350 (Statement of Information – Foreign) and instructions at:
In addition, if your Delaware corporation is qualified to transact business in California or if your Delaware corporation conducted business in California or received California source income, your California Form 100, Corporation Franchise or Income Tax Return (or, if your corporation has elected to be taxed as an S corporation, your California Form 100S, S Corporation Franchise or Income Tax Return), is due on or before 15th day of the third month after the close of the taxable year of your corporation. If your corporation’s taxable year ended on December 31 last year, your Form 100 (or Form 100S) is due on or before March 15.