How to read a Delaware entity file and its franchise tax dates

What to take away

What a Delaware entity file actually contains

The Delaware Division of Corporations keeps a file for every entity formed in the state. The file is the primary source for checking that a company exists under the name and number it gives. It starts with the entity name and the file number assigned at formation.

The file number is the key to every later document, and it stays the same even if the name changes. To see each document in order, read the filing history for the entity.

The file also shows the formation date, the entity type, the registered agent and every filing made after formation, such as annual reports, amendments, mergers and dissolutions. It does not list members, managers or shareholders, and it does not show beneficial owners. For that, see our guide to FinCEN beneficial ownership search limits.

Finding the file with the online status tool and DirectWeb

The Division offers two ways to pull up an entity file. The first is its online entity search, which returns a summary of the entity's name, file number, formation date, entity type and current status. You need either the exact name or the file number.

For a deeper look, the Division offers DirectWeb, a separate product. Check its current terms and contents on the Division's site before you rely on it.

The entity search is enough for a quick check. If you need the actual filings, check what DirectWeb currently offers. Names can be similar, because Delaware allows entities whose names are distinguishable from one another. Confirm the file number before you rely on a record.

Check the status field first. An active entity is in good standing. A void entity has failed to meet its filing or tax obligations. A cancelled or dissolved entity has been formally closed.

Reading the registered agent entry and its address

Every Delaware entity must have a registered agent with a physical street address in Delaware. The agent receives service of process and official state correspondence. The file shows the agent's name and street address, not a post office box.

If you need to serve a lawsuit on the entity, you serve the registered agent at that address. If the agent changes, the change appears in the filing history. Our guide to registered agent lookup data explains how to interpret what you find.

The registered agent entry is about legal service, not ownership or management. Some agents act for thousands of entities, so the address does not show where the business actually operates.

The annual franchise tax report: what it shows and when

Every Delaware corporation files an Annual Franchise Tax Report and pays its franchise tax by March 1. LLCs, LPs and general partnerships pay their annual tax by June 1. The Division of Corporations publishes the report form and instructions on its website.

For corporations, the tax is calculated under either the authorized shares method or the assumed par value capital method. The authorized shares method has a $175 minimum, and the assumed par value capital method has a $400 minimum. Both methods are capped at $200,000, or $250,000 for Large Corporate Filers.

Non-exempt domestic corporations also pay a $50 annual report filing fee; exempt corporations pay $25. LLCs, LPs and GPs file no annual report and pay no such fee. For LLCs, LPs and GPs, the annual tax is a flat $300. A corporation must file its report even if it had no activity.

On the entity file, check the annual reports listed with their filing dates. A missing report is a warning sign. The status field shows whether the entity is still active or has moved to void or cancelled.

Franchise tax dates for corporations versus LLCs, LPs and GPs

The due date depends on the entity type. Corporations file by March 1. LLCs, LPs and GPs file by June 1. Both types face late charges, so it helps to track the date that applies to each entity.

For a late annual report, a corporation pays a $200 penalty, with interest at 1.5 percent per month on any unpaid tax. For LLCs, LPs and GPs, interest at 1.5 percent per month accrues on the unpaid tax, and interest also accrues on any penalty.

Estimated franchise tax: the quarterly schedule and the $5,000 threshold

Corporations owing $5,000 or more pay estimated franchise tax in installments instead of one payment at year end. LLCs, LPs and GPs pay their flat $300 on June 1 and are not covered by this schedule. The schedule is 40 percent on June 1, 20 percent on September 1, 20 percent on December 1, and the remainder on March 1.

The estimated schedule does not move the annual deadline. The balance is still due March 1 for corporations. Interest at 1.5 percent per month applies to any unpaid tax balance, so an installment paid late costs more than one paid on time.

Check the Division's current instructions to confirm how the $5,000 test is measured.

Void and cancelled status: what the record means

A corporation that stops meeting its franchise tax obligations can be declared void. An LLC, LP or GP that stays unpaid can be cancelled. The timelines for each step are set by Delaware law and the Division's rules, and they differ by entity type.

Do not rely on a remembered number for these cutoffs. Confirm the current timeline on the Division's website at corp.delaware.gov before you decide whether an entity is still usable.

Restoring a void or cancelled entity generally means paying the back tax, penalties and interest, and filing the required renewal papers. Ask the Division for the current procedure, because the steps depend on the entity type.

Certificates of good standing and how to validate one

A certificate of good standing confirms that an entity exists and is current with its filings as of the date it was issued. It often serves as proof of payment for loans, contracts and foreign qualification. It does not show owners or financial health.

Validate any certificate with the Division's authentication tool. The tool checks the certificate's authentication number against the Division's records. A genuine certificate is still a snapshot at its issue date, so the live entity file may show a later status.

For what a certificate does not prove, see our guide to company verification.

Steps to read a Delaware entity file

Table: Key dates and amounts

Common questions