How To Amend Your Company’s Delaware Annual Report

The Delaware Division of Corporations mandates that all corporations submit an annual report/ franchise tax filing by March 1^st of every year, for the prior year. Generally, Delaware Registered Agents receive Corporation franchise tax information from the State of Delaware with respect to their clients’ companies in December of each year, which they then pass on to customers. Franchise tax information for Delaware Limited Liability Companies (LLCs) is distributed to Agents in the beginning of each year, and is due June 1^st.

For Corporations, the Franchise Tax amount varies based on the number of shares the company has authorized on their Certificate of Incorporation. The Corporation must file the Annual Report and pay the Franchise Tax in order to fulfill the annual requirement of the Division of Corporations of Delaware. If one or the other is not received by the March 1 deadline, the company is considered delinquent. The annual franchise tax and annual report are typically the only annual filings made to Delaware if not physically operating in Delaware. There is one exception, the non-profit/exempt company files just the annual report with a $25 per year filing fee but NO franchise tax.

The annual report is required to include the following information:

• The physical operating address of the company
• The name and address of at least one officer
• The names and addresses of all the Directors
• Authorization by an officer or director with signatory authority to file the annual report
• Corporations with 10,001 + issued shares will need to provide issued shares and gross assets (as reported on the IRS Form 1120, Schedule L). The gross assets and issued shares are not available on the public record.

Delaware requires the information to be truthful and accurate. This report is a snapshot as of that date, the company does not need to show intra-year changes to the reported information.

What Is an Amended Annual Report?

Now that the March 1^st deadline has passed and the reports have been submitted to the Delaware Division of Corporations, many clients have realized they provided incorrect information. When mistakes are made, an amended report can be filed. Some clients have spelled the officer’s name wrong, input an incorrect address, included a deceased director or just a simple typo. Fear not, this can be resolved! Prior to September 1^st of 2019, Delaware allowed amended annual reports at no charge. Currently the fee is $50 or $25 for the exempt companies. The state will not allow for a partially amended annual 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 Delaware amended annual reports for up to a year after the original filing.

Harvard Business Services, Inc. can help to quickly file an amended annual report for a Delaware Corporation. Our experienced staff is available to help with any questions, via phone 800 345 2677 ext 6904 or payments@delawareinc.com.