Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
A Delaware LLC does not file an annual report, but it must pay a flat annual tax to the State of Delaware by June 1 each year for the previous calendar year and keep a Delaware registered agent. Legislation enacted in 2026 raised the tax from $300 to $400 starting with tax year 2026, first payable by June 1, 2027. Federal tax filings and filings in other states where the LLC operates are separate obligations.
Key takeaways
- Delaware LLCs pay a flat annual tax regardless of income or activity; there is no Delaware LLC annual report.
- The tax is now $400 for tax year 2026 onward (it was $300 through tax year 2025) and is due June 1 of the following year.
- The tax is not prorated: an LLC active in Delaware's records at any point in a calendar year owes the full year.
- Late payment adds a $200 penalty plus interest of 1.5% per month on the tax and penalty.
- An LLC whose tax goes unpaid for three years from the due date has its certificate of formation cancelled.
How Delaware LLC compliance differs from a Delaware corporation
Founders who have seen the Delaware corporate franchise tax often expect the same complexity for an LLC. It is much simpler:
| Item | Delaware LLC | Delaware corporation |
|---|---|---|
| Annual report | None | Required, by March 1 |
| State tax | Flat annual tax ($400 from tax year 2026) | Franchise tax based on shares or assumed par value capital, $175 minimum |
| Due date | June 1 | March 1 |
| Late penalty | $200 plus 1.5% monthly interest | $200 plus 1.5% monthly interest |
| Consequence of long non-payment | Certificate cancelled after 3 years | Charter void after 1 year |
The flat tax applies to every domestic LLC and to out-of-state LLCs registered to do business in Delaware. It does not depend on the number of members, revenue or how the LLC is taxed federally.
The 2026 increase and which payment it affects
Delaware House Bill 400, signed in May 2026, raised the annual tax for LLCs, LPs and general partnerships from $300 to $400, effective January 1, 2026. Because the tax is paid in arrears, the payment made by June 1, 2026 still covered tax year 2025 at $300. The first $400 payment is the one due by June 1, 2027, for tax year 2026.
The same legislation increased the per-series fee for registered series of a series LLC and raised a number of Division of Corporations filing fees from August 1, 2026. If your budgeting or engagement letters still quote $300, they need updating.
Why a December formation still owes a full year
Delaware assesses the tax if the LLC is active on the Division's records at any time from January 1 to December 31 of the tax year, with no proration. An LLC formed on December 20 owes the full annual tax for that year, payable the following June 1. Likewise, an LLC that wants to stop paying must file a certificate of cancellation and pay all annual taxes due, including the current year, before Delaware will accept the cancellation.
This matters for founders who form an LLC, decide not to use it and simply stop paying. The tax, penalties and interest keep accruing until the state cancels the certificate after three years, and reviving the LLC later requires paying all of it.
The filings that sit outside Delaware
Paying the Delaware tax keeps the LLC in good standing in Delaware. It does nothing for federal or other-state obligations, which depend on the LLC's ownership and activity:
- Single-member LLC owned by a non-US person: pro forma Form 1120 with Form 5472 each year it has reportable transactions with its owner.
- Multi-member LLC: Form 1065 partnership return and Schedules K-1, with withholding questions if members are foreign.
- LLC that elected corporate tax treatment: Form 1120.
- States where the LLC operates: foreign registration, annual reports and any income or minimum taxes, for example California's annual minimum franchise tax for LLCs doing business there.
Keeping one calendar for the June 1 Delaware tax, the April 15 federal return and other-state deadlines is the simplest way to avoid gaps. The Delaware tax is also the easiest of the three to forget, because no form arrives that has to be completed.
Paying the tax and confirming good standing
The tax is paid online through the Division of Corporations using the LLC's file number. Keep the payment confirmation with the company records. If a bank, payment processor or investor later asks for a certificate of good standing, Delaware will issue one only when the annual tax account is current, so a missed payment often surfaces during a KYC review rather than through a state letter.
Two practical habits help. First, pay well before the deadline, because the online system is busiest in the last days of May. Second, keep the LLC's file number, registered agent invoice and payment confirmations together, so anyone covering for you can confirm the account status in minutes.
Common mistakes to avoid
- Budgeting the old $300 figure for the June 1, 2027 payment instead of $400.
- Assuming a newly formed LLC owes nothing for its first partial calendar year.
- Abandoning an unused LLC without filing a certificate of cancellation, so taxes and penalties keep accruing.
- Searching for a Delaware LLC annual report form that does not exist and missing the tax payment itself.
- Treating the Delaware payment as the LLC's tax filing and skipping Form 5472 or Form 1065 with the IRS.
NYBACS 360° support
How NYBACS helps
- Pays the Delaware annual LLC tax on time each year and keeps the confirmation in your compliance file.
- Prepares the federal filing that matches your LLC's ownership: pro forma Form 1120 with Form 5472, or Form 1065 coordinated with tax professionals.
- Advises on whether to keep, convert or formally cancel an unused Delaware LLC before more tax accrues.
- Brings cancelled or delinquent LLCs back to good standing through a certificate of revival.
- Tracks registrations and minimum taxes in the states where your LLC actually operates.
Frequently Asked Questions
Does a Delaware LLC with no income still pay the annual tax?
Yes. The tax is flat and does not depend on income or activity. The only way to stop it is to cancel the LLC formally.
Does a foreign LLC registered in Delaware pay the tax too?
Yes. Delaware applies the same annual tax to out-of-state LLCs registered to do business in Delaware.
Is the Delaware LLC tax deductible?
It is generally a business expense of the LLC. How that deduction is used depends on the LLC's federal tax classification and the owner's own tax position, which should be confirmed with a tax adviser.
What happens if my LLC's certificate is cancelled?
The LLC loses good standing and cannot bring lawsuits in Delaware courts. It can usually be revived by filing a certificate of revival and paying all back taxes, penalties and interest, unless its name has since been taken.
Do series LLCs pay more?
Yes. Each registered series of a Delaware series LLC carries its own annual fee in addition to the LLC's annual tax; the 2026 legislation increased that fee as well.
