How To Amend Your Company’s Delaware Annual Report
Filing your Delaware corporation’s Annual Report is an important part of maintaining the company each year. But what happens if you realize that some of the information you submitted was incorrect?
Can You Amend an Annual Report After Filing?
Once the March 1st deadline has passed and the reports have been submitted to the Delaware Division of Corporations, some businesses will realize that they’ve provided incorrect information. When mistakes are made, an amended report can be filed. Some clients have spelled their officer’s name wrong, input an incorrect address, included a deceased director, or made a simple typo. Fear not, these errors can all be resolved!
Prior to September 1st 2019, Delaware allowed amended annual reports at no charge. Currently, the fee is $50 or $25 for exempt companies. The state will not allow a partially amended annual report to be submitted with just the new details filled out. Instead, a new Delaware annual report must replace the old one. The state accepts Delaware amended annual reports for up to a year after the Annual Report’s due date.
Reasons to Amend Your Annual Report
A Delaware corporation may need to amend its Annual Report when it discovers any inaccuracies at the time the report was filed. Some of the most common reasons for filing an Amended Annual Report include:
- An incorrect business address
- A misspelled officer or director name
- An incorrect officer or director address
- A director who was mistakenly included or omitted
- Incorrect information used to calculate Franchise Tax
- Other typographical errors
You may also want to file an amendment if the corporation accidentally reported outdated information. However, an Amended Annual Report is not necessarily required every time something changes after the report has been filed.
What Can Be Changed?
An Amended Annual Report can be used to correct most of the information that appeared on the corporation’s original Annual Report. However, an Amended Annual Report cannot be used to change information contained in the corporation’s Certificate of Incorporation. For example, changing the corporation’s legal name or authorized shares generally requires a separate filing with the Delaware Division of Corporations.
How to Amend Your Annual Report
To amend a Delaware Annual Report, the corporation must submit an Amended Annual Report to the Delaware Division of Corporations. The process generally involves the following steps:
- Identify the information that needs to be corrected. Review the previously filed Annual Report and determine which information was inaccurate or incomplete.
- Prepare the Amended Annual Report. Complete a new report with the correct information. The amended filing should reflect the information the corporation intended to report, rather than simply listing the individual change.
- Submit the amended report to the Delaware Division of Corporations. The filing must be made with the state agency that maintains Delaware corporate records.
- Pay the filing fee. Delaware currently charges $50 for an Amended Annual Report filed by a non-exempt domestic corporation and $25 for an exempt domestic corporation.
- Keep a copy for your records. After the amendment is processed, retain the updated report and any filing confirmation with the corporation’s records.
Annual Report Amendment vs. Certificate of Amendment
While sometimes confused with one another, an Amended Annual Report and a Certificate of Amendment serve different purposes under Delaware law. An Amended Annual Report is used to correct information provided on a previously filed Annual Report, such as an incorrect business address or officer or director information. A Certificate of Amendment, on the other hand, is used to change provisions contained in the corporation's Certificate of Incorporation. Depending on the circumstances, this could include changes to the corporation's name, authorized stock, or other provisions established in its Certificate of Incorporation.
Delaware law sets out separate procedures for adopting and filing these amendments.
FAQs
Do you need to amend your annual report after changing directors or officers?
It depends on when the change occurred. A Delaware Annual Report reports information for the previous year. If a director or officer change occurred during the year being reported but was not reflected correctly on the filed report, an amendment may be appropriate. If the change occurs during the current year after the Annual Report has already been filed, it can usually just be reported on the following year’s report instead.
What happens after you file an amended annual report?
Once the Delaware Division of Corporations processes the Amended Annual Report, it becomes part of the corporation’s filing record and replaces the information reported on the original filing.
Can your Delaware registered agent amend the annual report for you?
Generally, yes. A Delaware Registered Agent may be able to assist with preparing and submitting an Amended Annual Report. Using your Registered Agent can simplify the process and help ensure the required information is properly submitted. Contact your Registered Agent to determine what information they need to complete the amendment on your corporation’s behalf.
Harvard Business Services, Inc. can help to quickly file an amended annual report for a Delaware Corporation. Our experienced staff is available to help with any questions, via phone 800-345-2677 ext 6904 or payments@delawareinc.com.
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