The Division of Corporations On-line Services will not be available after 11:45 pm (EST) on March 1, 2024. Services will be restored on March 2, 2024.
Important information regarding the operations of the Division of Corporations More Info
Title 8 Chapter 5 § 501 of the Delaware code requires that every corporation now existing or hereafter to be incorporated under the laws of this State, shall pay an annual tax, for the use of the State, by way of license for the corporate franchise as prescribed in this chapter.
Title 8 Chapter 5 § 503 states that all corporations accepting the provisions of the Constitution of this State and coming under Chapter 1 of this title, and all corporations which have heretofore filed or may hereafter file a certificate of incorporation under said chapter, shall pay to the Secretary of State as an annual franchise tax whichever of the applicable amounts as prescribed by Title 8 Chapter 5 § 503 (1) and (2).
Taxes continue to accrue on a corporation until a legal document filing is received and filed with the State of Delaware. The document needs to officially terminate the existence of the corporation in the State of Delaware. (i.e. Certificate of Dissolution, Certificate of Merger, etc…)
You may file your annual report and pay taxes without having a Federal ID#. This number is assigned by the Internal Revenue Service. If you need to obtain a Federal ID# for your entity, please visit the IRS web site at www.irs.gov.
Title 8 Chapter 5 § 503 (i) states such total assets and total gross assets shall be those “total assets” reported to the United States 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. If such schedule or its replacement reports on a consolidated basis, the reporting corporation shall submit to the Secretary of State the consolidating ending balance sheets which accompany such schedule as a reconciliation of its reported total assets or total gross assets to the consolidated total assets reported on the schedule. Interests in entities which are consolidated with the reporting company shall be included within “total assets” and total gross assets” at a value determined in accordance with generally accepted accounting principles.
All Tax Notices are printed in December of the year that tax is due and sent to the Registered Agent. The Registered Agent is designated by the corporation through the initial formation or a filing submitted by the corporation that designates another Delaware Registered Agent. Please contact your Delaware Registered Agent if you require another copy of your notice.
Title 8 Chapter 5 § 502(a)(4) states that the Annual Report shall list “The names and addresses of all the directors as of the filing date of the report and the name and address of the officer who signs the report,”
A Portable Document Format (PDF) is a file that will look the same on the screen and in print, regardless of what kind of computer or printer someone is using and regardless of what software package was originally used to create it. A PDF document will have a file ending of documentname.pdf You will need specific software to create a PDF. PDF files are the only files that can be attached to your annual report. You can attach a PDF to your annual report when you are supplying your director information. You may attach a PDF or complete the director information manually on the web page. You are still required to put the total number of Directors listed in your PDF on the web site. To attach a PDF you will go to the browse button that is located next to the Attach Directors’ Names in PDF format section of the web site. This will bring up a Choose File screen where you will select the document from the area of your pc in which your PDF is located. Once you click on the required file you will select Open and the location of the PDF to be attached will show up in the Director Information when reviewing as “You have attached a PDF: ”
Title 8 Chapter 5 § 502 (a) states that the report shall be made on a form designated by the Secretary of State and shall be signed by the corporation’s president, secretary, treasurer or other proper officer duly authorized so to act, or by any of its directors, or by any incorporator in the event its board of directors shall not have been elected
A session ID is assigned if you wish to continue filing your annual report at a later time. You may save your session by selecting “Save Session and Exit” at anytime during your filing. Once a Session ID is saved, both Session ID and file number are needed to sign on to this session again. The Session ID will be valid for a time period of two weeks. When a Session ID is saved, the Annual Report is not considered filed. The Annual Report is considered filed once you select the “Submit Filing” button and the payment is received. An acknowledgement copy is then able to be viewed immediately or you may have a copy emailed to you.
Title 8 Chapter 5 § 502 (c) states that a penalty of $200.00 is assessed for failure to file the Annual Franchise Tax report by March 1st. Title 8 Chapter 5 § 504 (c) states if the tax of any corporation remains unpaid after the due dates established by this section, the tax shall bear interest at the rate of 1.5 percent for each month or portion thereof until fully paid.
Please complete the Refund Request Form, have it signed by the authorized person listed on the Annual Franchise Tax Report and mail the refund request to: Division of Corporations – 401 Federal Street – Suite 4 – Dover, DE 19901; Attention: Franchise Tax .
Pursuant to Title 8 Chapter 5 Subsection 503 (c) 1 the entity had a class or series of stock listed on a national securities exchange and 2 reported in its financial statements prepared in accordance with United States GAAP or IFRS and included in its most recent annual report filed with the United States Securities and Exchange Commission or any similar agency outside the United States with responsibility for enforcing securities laws or serving as a public repository for the corporation’s financial disclosures, both of the following: a.consolidated annual gross revenues equal to or greater than $750,000,000 or consolidated assets equal to or greater than $750,000,000; and b.consolidated annual gross revenues not less than $250,000,000 and consolidated assets not less than $250,000,000; .