Delaware has long been a favorite state to set up Corporations and LLCs. Delaware state law has developed to provide robust protection for the Board of Directors against shareholder initiated legal action and law suits.

Delaware is one of the few states that has recognized the Series LLC entity.

The internal operations of Delaware Corporations and LLCs are governed by Delaware law. The US Chamber of Commerce has rated Delaware’s litigation system #1 of all 50 states for many years in every category (Judges’ Competence, Judges’ Impartiality, Overall Treatment of Tort and Contract Litigation, etc.)

Additionally, recent amendments to the Delaware LLC Act now make it the state-of-the art jurisdiction for LLCs. Delaware’s Charging Order Remedy is exclusive and very narrow, to starve out a creditor. Creditors are no longer entitled to other legal and equitable rights to attach assets. Assignees are also bound by the Operating Agreement even if they did not sign it.

Annual Reports
A Delaware domestic corporation is required to file an Annual Report and pay a franchise tax. An exempt domestic corporation does not need to pay the tax, but must file an Annual Report. The fee for corporations filing an annual report is $50 plus taxes, both due at the time the Annual Report is filed.

Taxes and Annual Reports are due no later than March 1st each year. The minimum tax is $75; the maximum is $180,000. Taxes of $5,000 or more are paid in quarterly installments of estimated taxes.
Notifications of Franchise Taxes and Annual Reports are sent to Delaware Resident Agents in December of each year. Annual reports are filed online.

Foreign corporations are required to file Annual Reports by June 30th and pay $125 filing fee.
Domestic LLCs and partnerships (GP, LP) do not file Annual Reports but must pay an annual tax of $250.
Payment can be made by credit or debit card.

Licensing
Delaware has a One Stop Business Registration and Licensing system. You will be able to register with the Division of Revenue, Division of Unemployment Insurance, and the Office of Workers Compensation. You will also be able to get a Delaware Business License through the Division of Revenue. Go to www.onestop.Delaware.gov. For professional licenses, go to the Delaware Division of Professional Regulation at www.dpr.delaware.gov.

Delaware State Taxes
Register your business using One Stop at www.onestop.delaware.gov.

Fictitious Business Name
A fictitious business name or dba must be filed in the Superior Court Prothonotary’s office in the county in which you are doing business.