Like many states, Delaware requires that every corporation incorporated in the state file a Delaware annual report. Delaware annual report filing is due by March 1 every year, along with an annual Delaware Franchise Tax payment for all corporations.
When you file your Delaware annual franchise taxes with us or online with the state of Delaware, your annual report is automatically generated and filed based on the information you enter. The Delaware annual report must include the following basic internal details about the corporation:
In addition to the above, companies that have more than 5,000 shares must provide the Total Gross Assets and Total Issued Shares to have the option to recalculate their Delaware Franchise Tax using the assumed par value capital method by providing the total gross assets (as listed on the company's federal tax return, Form 1120, schedule L) as well as the total number of issued shares (found on the company's stock transfer ledger).
Many Delaware corporations report the same information on their annual report 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 Delaware corporation's 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 your Delaware 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 Delaware annual 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 annual report or file an amended report for a company. Our experienced staff is available via phone (800-345-2677), email or live chat.
In the state of Delaware, a corporations Annual Report are due by March 1st. The Annual Report and payment is done simultaneously and due at the same time each year for the life of the company. Failure to complete and submit the report by the due date will result in a late penalty.
The state of Delaware asks that a few basic internal details about the company be included in the annual report. The Delaware annual report requirements are:
If you have received your annual Delaware Franchise Tax Notice and it is an outrageous amount, there is no need to worry. Using the Assumed Par Value Capital Method the State of Delaware allows you to recalculate your Franchise tax to pay the lesser amount. To do this you will need to provide two additional items on the annual report:
For a lot of companies, the information that has to be reported on their Delaware annual report is the same each year. Our clients are always asking if they need to fill out an annual report if the information is identical to 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 of whether there are any changes within the company throughout the year or not, a brand new report is required to be filed every year.
You can obtain this through the Delaware Division of Corporations or simply contact Harvard Business Services and you can request a copy from our team for a small fee.
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 as your corporation’s address on your Delaware corporation annual report, even if a Mail Forwarding service has been established.
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 franchise tax report that is paid and filed for the company is always kept on record.
Every annual report and the information listed becomes part of the official filing history of the company. The Delaware 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.
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.
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 Delaware 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 Delaware 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.
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.
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 Delaware Franchise Tax calculation purposes of maximum stock companies (over 5,000 authorized shares), only the number of issued shares are required to be provided.
All companies that are incorporated in the state of Delaware are required to pay an annual Franchise Tax and file an annual report in order to maintain their corporate existence and good standing status. 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.
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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