Compliance reminder
Delaware LLC Annual Compliance Calendar (2026)
Every Delaware LLC deadline in one calendar: franchise tax June 1, Form 5472 April 15, the federal return, and registered agent renewal. Penalties included.
Table of Content
The whole year on one page
Most compliance failures for non-resident Delaware LLC owners are not disputes about the rules. They are a date that passed while the founder was busy.
The table below is the full recurring set for a foreign-owned single-member Delaware LLC, with what each item costs to do and what it costs to miss.
| When | What is due | Cost to file | Penalty for missing |
|---|---|---|---|
| March 1 | Delaware corporation annual report and franchise tax. LLCs do not file this. | $175 minimum | $200 plus 1.5% interest per month |
| April 15 | Form 5472 with a pro forma Form 1120, for foreign-owned single-member LLCs | No IRS fee; CPA fees typically $500 to $1,200 | $25,000 per form |
| April 15 | The owner's own US federal return, Form 1040-NR, if there is US-effectively-connected income, or an extension | Varies | Failure-to-file and failure-to-pay penalties plus interest |
| June 1 | Delaware LLC franchise tax, $300 flat | $300 | $200 plus 1.5% interest per month; entity cancellation after roughly two years |
| Ongoing | Registered agent with a physical Delaware address | $50 to $300 per year | Loss of good standing, then state cancellation |
| On change | BOI update, foreign-formed entities only. US-formed LLCs are exempt after the March 2025 FinCEN rule. | Free at boiefiling.fincen.gov | Applies only to entities that are still reporting companies |
Why April 15 matters more than June 1
Founders tend to worry about the Delaware franchise tax because Delaware sends reminders and the amount is easy to understand. It is the less dangerous deadline by a wide margin.
Missing June 1 costs $200 plus 1.5% per month on the unpaid balance, which is unpleasant but recoverable, and Delaware will accept payment late and restore good standing.
Form 5472 is the one that can genuinely hurt.
A foreign-owned single-member LLC is treated as a corporation solely for this reporting requirement, and it must file Form 5472 attached to a pro forma Form 1120 to report reportable transactions with its foreign owner.
Capital contributions and distributions count as reportable transactions, so an LLC with no customers and no revenue can still have a filing obligation simply because the owner funded it.
The penalty for failing to file is $25,000 per form, and it applies whether or not any tax was owed.
If you do one thing from this calendar, put April 15 in your calendar with a reminder six weeks earlier so a CPA has time.
The deadlines that do not apply to your LLC
Two entries cause more confusion than the rest, and both are things a Delaware LLC does not do. The first is the Delaware annual report.
Delaware corporations file one by March 1 alongside a calculated franchise tax; Delaware LLCs file no annual report at all and simply pay the flat $300 by June 1.
Guides that blend the two send LLC owners hunting for a form that does not exist for them.
The second is the BOI report. Under the FinCEN Interim Final Rule of March 26, 2025, entities formed in the United States and their beneficial owners are exempt from beneficial ownership reporting.
A Delaware LLC is a US-formed entity, so it does not file, and FinCEN has said it will not enforce penalties against domestic companies.
The requirement now reaches only entities formed under foreign law that register to do business in a US state.
Plenty of older articles still describe a 90-day deadline and a per-day penalty for domestic LLCs; that guidance is out of date.
Building the reminders so this runs itself
The practical system is short.
Put two recurring calendar entries in place: one on March 1 to start gathering figures for the CPA, and one on May 1 to pay the Delaware franchise tax a month early at icis.corp.delaware.gov using your file number.
Paying early removes any risk from a payment processing slowly across borders, and there is no benefit to holding the $300 until the deadline.
Then handle the registered agent separately, because it is the obligation with no fixed date and therefore the one most likely to lapse.
Confirm each year that the agent is paid and that the renewal is not sitting on a card that has since expired.
A lapsed registered agent quietly costs the LLC its good standing, which is discovered at the worst possible moment: when a bank, a payment processor, or a counterparty asks for a Certificate of Good Standing and Delaware will not issue one.
Frequently asked questions
Do Delaware LLCs file an annual report?
No. Delaware LLCs file no annual report. They pay a flat $300 franchise tax due June 1 and nothing else to the state. The March 1 annual report belongs to Delaware corporations, which file it together with a calculated franchise tax of $175 minimum or more. Mixing the two is the most common compliance confusion for new LLC owners.
Do I file Form 5472 if my LLC made no money?
Usually yes. The trigger is a reportable transaction with the foreign owner, not profit. Money you put into the LLC and money you take out both count, so an LLC with no customers still commonly has a filing obligation. The form is due April 15 with a pro forma Form 1120, and the penalty for not filing is $25,000 per form regardless of whether any tax was due.
What happens if I miss the June 1 franchise tax?
Delaware adds a $200 penalty plus 1.5% interest per month on the unpaid balance, and the LLC falls out of good standing, so Delaware will not issue a Certificate of Good Standing and will not accept a Certificate of Cancellation until the balance is cleared. After roughly two consecutive unpaid years Delaware cancels the entity at state level. Paying the arrears restores standing.
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