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Like many states, Delaware requires that every corporation incorporated in the state file an annual report. The report is due by March 1 every year, along with an annual Franchise Tax payment for all corporations.
The Delaware annual report must include the following basic internal details about the corporation:
Many corporations report the same information each year. While it may be tempting to write "same as last year" on the report, the state of Delaware requires the details be listed every year in order to keep the corporation in compliance.
The annual report is filed with the Delaware Secretary of State's office, where it remains part of the company's official filing history. Every annual report that is filed by the company is kept on record and stored electronically with the state.
Occasionally, details listed on an annual report will change-perhaps a Director resigned or the corporation's physical address has changed. When these types of changes occur, an amended annual report will need to be filed with the state of Delaware. The state will not allow for a partially-amended report to be submitted, with just the new details filled out. Instead, a new, updated report must replace the old one. The state accepts amended reports for up to a year after the original filing.
Harvard Business Services, Inc. can help obtain a copy of a previously filed report or file an amended report for a company. Our experienced staff is available via phone (800-345-2677), email or live chat.
What information must a corporation provide on the annual report?
The State of Delaware asks for a few basic internal details about the company. The items required to be reported are:
If the company has more than 5,000 shares authorized then there are couple more items to provide on the annual report:
What if the corporation's 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.
What does "Principal Place of Business" mean? Can I use the address of Harvard Business Services, Inc.?
The Principal Place of Business is the physical location where the company is located. The actual street address, city, state and postal code must be indicated, as a Post Office Box address is not acceptable. The address of Harvard Business Services, Inc. may not be used, even if a Mail Forwarding service has been established.
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.
Who can see the details that are filed on an annual report?
The company must provide some basic internal details on the annual report. The state of Delaware requires (1) the principal place of business, (2) names and addresses of all directors, (3) name and address of one officer and (4) authorization to file the annual report by a director or officer. Some maximum stock companies (those companies with over 5,000 authorized shares) must also provide the total gross assets and total issued shares on the annual report.
Every annual report and the information listed becomes part of the official filing history of the company. The annual reports are electronically stored with the secretary of state’s office and the reported details cannot be viewed publicly. Therefore, it is not possible to see a filed annual report online with the state of Delaware.
How can a copy of a filed annual report be obtained?
Perhaps the details of the company officer and/or directors need to be provided for banking or contract purposes. The state of Delaware does not maintain an online database that allows anyone to view a copy of documents on file for a company. Therefore, in order to obtain a copy of a filed annual report, the document must be requested from the secretary of state’s office for a fee. The document is issued in black and white, just like all other state documents, so it can be printed and used immediately. Even though a copy of a filed annual report can be obtained, any information regarding a company’s total gross assets and total issued shares will not be disclosed. Therefore, for the specific companies that must provide this information on their annual report, those details will still remain private.
Who are my officers and/or Directors?
The officers and Directors of a company are elected to manage the affairs of the corporation. The details of the officers and Directors are kept internally within the corporate record books. An officer would typically be the President, Vice President, Secretary or Treasurer of the company. For Franchise Tax filing purposes, only one officer's name and address is required to be filed on the annual report. However, all Directors' names and addresses are required to be listed on the annual report. A physical street address, including city, state and postal code, must be listed for each officer or Director. A Post Office Box address is not acceptable, and the address of Harvard Business Services, Inc. may not be used.
Who is authorized to sign and file the annual report?
Your annual Franchise Tax report can be signed and filed by an officer or director of the company; however, one of the people listed in the officer and director section of the annual report is required to be the authorized signatory.
Where can I locate the Delaware State File Number for my company?
The Delaware State File Number is seven digits in length and typically begins with a 0, 2, 3, 4 or 5. On the annual report worksheet, the number can be found on the upper left hand side of the page.
How can I determine my company’s total gross assets?
The State of Delaware Title 8 Chapter 5 § 503 (i) states:
"such total assets and total gross assets shall be those 'total assets' reported to the United State on U.S. Form 1120 Schedule L, relative to the company’s fiscal year ending in the calendar year prior to filing with the Secretary of State pursuant to this section. If such schedule is no longer in use, the Secretary of State shall designate a replacement. The Secretary of State may at any time require a true and correct copy of such schedule to be filed with the Secretary of State’s office.
No corporation shall consolidate with its assets of another entity for purposes of this section. If such schedule or its replacement reports on a consolidated basis, the reporting corporation shall submit to the Secretary of State a reconciliation of its reported total assets or total gross assets to the consolidated total assets reports on the schedule."
Where can I find out how many shares my company has issued?
Typically, all information regarding a company’s stock structure can be found in the stock transfer ledger. This reference will indicate how many shares are authorized, issued, to whom the shares were issued, for how much, and other relevant information. For Franchise Tax calculation purposes of maximum stock companies (over 5000 authorized shares), only the number of issued shares are required to be provided.
Do I still have to pay a Franchise Tax if my company has not conducted any business?
All companies that are incorporated in the state of Delaware are required to pay an annual Franchise Tax in order to maintain their corporate existence. The annual Franchise Tax is due, regardless of whether or not the company has conducted any business, had any profit or loss, opened a bank account or filed a federal tax return.
I no longer want my company; do I still owe Franchise Tax Fees?
In order to formally and legally close a corporation, a Certificate of Dissolution must be filed. At the time of filing the dissolution, all past and currently due Franchise Tax Fees must be paid. Once the dissolution filing has been approved by the state of Delaware, no further Franchise Tax Fees will be imposed upon the corporation.
The HBS Blog offers insight on Delaware corporations and LLCs as well as information on entrepreneurship, startups and general business topics.
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