Delaware LLC Annual Tax for Non-U.S. Owners: Due Date, Fee, Penalties and Good Standing

After a Delaware LLC is formed, a non-U.S. owner has a state tax that does not depend on revenue, a Delaware office, or whether the business is still being used. Every domestic Delaware LLC, and every foreign LLC registered in Delaware, pays a flat annual tax. The Delaware Code and the Division of Corporations’ current payment instructions set that tax at $400. It is due on or before June 1 for the prior calendar year. There is no LLC annual report.

What Delaware actually requires each year

Section 18-1107 of the Delaware Limited Liability Company Act imposes a flat annual tax. It has no exemption for foreign ownership, a single member, zero revenue, or a lack of activity in Delaware. If the LLC is on the Division’s records at any time from January 1 through December 31, the tax for that calendar year is assessed. The Division states that there is no proration.

The LLC must also keep a Delaware registered agent. The Division mails the tax statement to that agent at least 60 days before June 1, and the agent must forward it to a communications contact the LLC keeps current.

An LLC formed on August 19, 2025 owed nothing on June 1, 2025, because it did not exist in 2024. Its 2025 tax was due on June 1, 2026, and its 2026 tax is due on June 1, 2027. Canceling during a year does not erase that year: the full tax is due before the cancellation is filed.

Delaware LLC annual tax vs annual report

A Delaware LLC does not file an annual report. The Division’s LLC/LP/GP instructions say these entities pay the tax and file no report. Corporations are different: domestic corporations file a report and pay franchise tax by March 1, and foreign corporations file a report by June 30. Those dates do not apply to an LLC.

For a foreign owner, this is a payment. You do not report members, managers, or revenue. You need the exact legal name, the file number, a working agent, and the Division’s receipt.

Current due date and fee

Under § 18-1107(c), the annual tax is due on June 1 following the close of the calendar year. The Division’s payment instructions describe the same deadline as on or before June 1 for the prior year. The payment application is available daily from 8:00 a.m. to 11:45 p.m. Eastern Time.

The current amount is $400. Section 18-1107(b) and the Division’s LLC/LP/GP payment instructions both say so. House Bill 400, enacted as 85 Delaware Laws, chapter 273 and signed on May 21, 2026, changed that subsection from $300 to $400. Section 45 of the Act makes the change effective January 1, 2026. Most other fee changes in the same Act took effect on August 1, 2026. A registered series owes an extra $100 per series. Most foreign-owned single-member LLCs do not have one.

Older official pages still show $300. As of this review, the Division’s general FAQ and tax FAQ still say LLCs pay $300 and file no annual report. Only the “no annual report” sentence matches the payment page. Budget from § 18-1107 and that page, not from the FAQs. The page states the current $400 rate and does not list older bills. Because a year’s tax is due the following June 1, $400 is the statutory rate for 2026, payable on June 1, 2027 if the LLC still exists. For an earlier balance, including one from June 1, 2026, pay the amount on that LLC’s tax record.

Zero revenue does not change the bill. An LLC formed on December 20, 2026, with no customers and an owner outside the United States, was still on the records during 2026. There is no proration, so the full 2026 tax is due on June 1, 2027.

Pay through the tax application linked from the Division’s LLC/LP/GP instructions, and submit a card payment only once. Ignore solicitations that do not come from the State or your registered agent. The Division asks you to call (302) 739-3073 before paying one.

What happens if you miss the deadline

There is no short grace period. If the tax is unpaid on June 1, § 18-1107(e) adds $200 and makes that amount part of the tax. Interest then runs at 1.5% for each month or part of a month until the balance is paid. The Division describes this as a $200 penalty plus 1.5% monthly interest on tax and penalty. Zero revenue and foreign ownership do not waive it. A late registered-series tax adds $50.

Good standing, delinquency, and state status

Section 18-1107(h) says a domestic LLC that misses the tax ceases to be in good standing, and a foreign LLC ceases to be registered. Before cancellation, § 18-1107(i) restores good standing when the tax, penalties, and interest are paid for every unpaid year.

While the tax is unpaid, Delaware will not accept most filings or issue a good-standing certificate, and the LLC may not sue in a Delaware court. Contracts stay valid, the LLC may still defend, and a member is not personally liable solely for the unpaid tax. If a due date stays unpaid for three years, § 18-1108(a) cancels the certificate of formation on that third anniversary. Tax due June 1, 2027 and still unpaid on June 1, 2030 is canceled that day. Publishing the cancellation list does not add time.

Good standing here is a Delaware status. See what LLC good standing means and the missed annual report reinstatement playbook. Another state’s grace period does not apply to this tax.

Registered agent obligations

Section 18-104 requires a Delaware registered agent, and the agent must forward the tax statement. A lapsed subscription or an unread inbox is the usual failure. If an agent resigns without a successor, the resignation is effective 30 days after filing, and the certificate of formation is canceled if no new agent is designated by then. That is separate from the three-year tax cancellation. Dropping the agent does not close the company.

Delaware state compliance does not replace Form 5472

The June 1 payment tells Delaware that the state tax was paid. It tells the IRS nothing. A foreign-owned single-member LLC that is disregarded for U.S. income tax purposes can still have a federal information-reporting question, usually Form 5472 attached to a pro forma Form 1120. Zero revenue does not, by itself, answer that question. A Delaware receipt is not evidence of an IRS filing, and an IRS filing is not evidence that the Delaware tax was paid.

The Instructions for Form 5472 state a $25,000 penalty when a reporting corporation fails to file the form when due and in the manner prescribed. That is an IRS rule, not a Delaware invoice, and this article does not decide whether your LLC must file. Use the Form 5472 walkthrough for the federal package, and the foreign-owned U.S. LLC compliance checklist for the other items outside Delaware, including current beneficial-ownership rules.

What happens if you stop using the LLC but never dissolve it

Stopping the business does not remove the LLC from the Division’s records. An owner who stopped invoicing in 2024, closed the bank account, and never filed a certificate of cancellation still has a Delaware LLC. Each later calendar year on the records brings another annual tax, and each unpaid year adds $200 plus 1.5% monthly interest. Three years after a due date, the certificate of formation is canceled.

A Delaware LLC with no revenue still owes the annual tax for every calendar year it remains on the Division of Corporations’ records. Paying that tax does not file Form 5472, and ignoring the LLC does not dissolve it.

If the agent also resigns and no successor is named within 30 days, the certificate is canceled on that separate path. That is not a planned closing.

How to verify your Delaware LLC status

An online status costs $10, or $20 with tax and history. Neither is an official good-standing certificate. The $20 result shows status and tax due, not document images. Section 18-1105(a)(10) prices the official certificate at $50, or up to $175 online. Delaware will not issue it while tax is unpaid.

Delaware LLC annual compliance checklist for foreign owners

1. Confirm the exact legal name and Delaware file number.
2. Confirm the LLC was on the Division’s records during the calendar year being taxed.
3. Calendar June 1, with a reminder 60 days earlier for the statement sent to the registered agent.
4. Use the current $400 rate. If a past-due year is open, pay the assessed balance, not a $300 figure from an old FAQ.
5. Confirm the registered agent is in place and forwarding mail to an inbox you read. Keep the communications contact current.
6. Pay through the Division’s tax application, submit a card payment once, and save the confirmation.
7. If June 1 has passed, expect the $200 addition and 1.5% monthly interest until every unpaid year is cleared.
8. Review Form 5472 separately. A Delaware receipt does not prove that filing.
9. If the LLC is no longer needed, cancel it only after the current tax and any arrears are paid. Do not close it by dropping the agent.

When reinstatement or dissolution may be appropriate

If the LLC still exists and has only lost good standing for unpaid tax, the remedy is payment. Pay the tax, penalties, and interest for each unpaid year. Section 18-1107(i) restores good standing on that payment. A revival certificate is not required at this stage.

If the certificate was canceled after three unpaid years, or after an agent resigned with no successor, file a certificate of revival under § 18-1109. Pay the § 18-1105(a)(3) filing fee, currently $180, plus the tax, penalties, and interest due at cancellation. Name a Delaware registered agent. If the old name is taken, revive under a new name. Revival does not replace federal filings from the years the LLC existed.

If the LLC should end, file a certificate of cancellation only after the current year’s full tax and any arrears are paid, and keep the agent until Delaware accepts it. For banks, federal questions, and records, use how to close a U.S. LLC properly. A late LLC needs the assessed balance. A canceled LLC needs revival, or a decision to leave it canceled. None of those steps closes the federal file.