Common Delaware Annual Report Questions

By Amy Fountain Wednesday, October 12, 2011

If you have an incorporated company, then you probably are filing some type of annual report with your state government on yearly basis.  Just about every state requires companies to file a report and/or pay a fee annually or bi-annually, which is commonly called a “Franchise Tax.”


Every company that is incorporated here in the State of Delaware is required to file an annual report and pay a Franchise Tax fee each year.  This annual report filing applies to the following types of companies:  General, Close, Non Stock and Exempt/Non-Profit. While Exempt/Non-Profit companies do not pay a franchise tax, they must still file an annual report.


What information must be provided on the actual annual report? 

The State of Delaware asks for a few basic internal details about the company.  The items required to be reported are:

  • Principal place of business-the physical location of where the company is located
  • Name and address of one officer-typically a President, Vice President, Secretary or Treasurer
  • Names and addresses of all directors-if none elected yet, then the report can reflect zero
  • Authorization-by an officer or director to file the annual report


If the company has more than 5,000 shares authorized then there are couple more items to provide on the annual report:

  • Total gross assets-which are reported on the company’s Federal Tax Return Form 1120
  • Total issued shares-that can be found in the company’s stock transfer ledger


What happens when you are ready to file the annual report and the information has not changed from the prior year? 

For a lot of companies, the information that has to be reported is the same each year.  Our clients are always asking if they need to fill out an annual report if the information is the identical as the prior year.  As per the Delaware Code, the details must still be provided on the annual report each and every year to keep the company in compliance.  It is unacceptable to file an annual report marked “same as last year”.  Therefore, regardless if there are any changes within the company throughout the year or not, a completely new annual report must be filed.


Where does the annual franchise tax report information get filed?

Our clients want to know what happens with the details listed on the actual annual report.  The report is filed with the Delaware Secretary of State’s office, just like the company’s original Certificate of Incorporation.  It remains part of the company’s official filing history, just like any other type of filing the company had done and every type of corporate document the company ever obtained. Every annual report that is paid and filed for the company is always kept on record.


We offer a Franchise Tax filing service to help you file the annual report each year with the state of Delaware.  Contact us at 1-800-345-2677, or 1-302-645-7400, Extension 6904 with any additional questions regarding the annual report filing.  Or send an email to and we would be glad to assist.

More By Amy Fountain
Leave a Comment
* Required
* Required, will not be published