You do not have a surprise Delaware income-tax bill. You have a flat LLC annual tax due every June 1. Here is what non-residents pay, how the calendar works, how to pay online, and how this differs from Form 5472 and Wyoming’s annual report.
Remote founders form in Delaware for court prestige, investor familiarity, and a predictable wrapper. Then they wait for a complicated “state tax return,” confuse the LLC fee with federal Form 5472, or copy a Wyoming anniversary date onto a Delaware file number. That is the wrong wall.
At OtoCo we help non-residents form and maintain US LLCs in Wyoming and Delaware, with registered agent cover and renewals hygiene on supported paths. We are not a law firm, not a CPA, and not the Delaware Division of Corporations. This guide is the Delaware franchise-tax pillar for 2026: the state payment that keeps the LLC Active.
Short answer: Every domestic Delaware LLC (and every foreign LLC registered in Delaware) owes a flat annual tax to the Division of Corporations. There is no annual report for LLCs. Prior-year tax is due on or before June 1. Delaware raised the LLC/LP/GP amount from $300 to $400 for the 2026 tax year; some Division pages and third-party writeups still disagree on which June 1 first shows $400. Confirm the live amount on the Division of Corporations payment portal before you pay. Miss the deadline and Delaware commonly adds a $200 penalty plus 1.5% interest per month on tax and penalty. This is not income tax, not Form 5472, and not a Certificate of Good Standing.
The wrong wall: franchise tax vs income tax vs Form 5472
Founders collapse three different machines into one slogan called “Delaware taxes.” Separate them before you build a calendar.
Delaware LLC annual tax (franchise tax for alternative entities). Delaware calls the LLC payment an annual tax. Founders and banks often say “franchise tax.” For LLCs it is a flat fee, not a revenue percentage and not a personal income return. LLCs, LPs, and GPs pay that flat tax and do not file an annual report. The calendar is June 1 for the prior year.
The $300 → $400 raise (confirm live). For years the LLC amount was $300. Delaware raised the statutory LLC/LP/GP annual tax to $400 for the 2026 tax year. OtoCo’s 2026 guidance treats $400 as the current flat figure founders should plan for, while telling you to verify on the portal: the Division’s dedicated LLC/LP/GP tax instructions have shown $400, while the broader Annual Report and Tax Information page (corp.delaware.gov/frtax) has still shown $300 in places. Some careful sources also note that Delaware bills alternative entities in arrears, so the first $400 payment for tax year 2026 may appear on the June 1, 2027 bill rather than on June 1, 2026. Do not argue with a blog. Open the official Pay LLC/LP/GP Taxes flow with your file number and pay the amount the state displays.
Delaware corporate franchise tax. Corporations are a different machine: they file an annual report, calculate tax under authorized-shares or assumed-par methods, and domestic corporations generally face a March 1 deadline. This post is LLC-focused. Do not copy corporate worksheets or March 1 onto an LLC.
US federal tax and Form 5472. The IRS does not care that you paid Delaware’s flat fee. Many foreign-owned disregarded US LLCs still live on a federal information-return calendar (Form 5472 with a pro forma Form 1120 for reportable related-party transactions). Paying Delaware does not file Form 5472. For the federal pillar, see how to file Form 5472 for a foreign-owned US LLC.
Treat them as one reminder and you either over-panic about a Delaware “income tax” that is really a flat state fee, or you under-file the federal pack. Two calendars. Two agencies. One company.
What the Delaware LLC franchise tax is (and is not)
Plain English: it is the state’s yearly fee for keeping a Delaware LLC on the Division of Corporations record. LLCs, LPs, and GPs pay the alternative-entity annual tax. They do not file the corporate annual report package.
What it typically covers:
- A flat payment for the LLC (and separate amounts if you have registered series, which most remote founders do not)
- Assessment for any calendar year the entity was active on Delaware’s records for any part of that year (no proration, per Division LLC/LP/GP instructions)
- A June 1 deadline for the prior calendar year’s tax
What it is not:
- Not a Delaware personal or corporate income-tax return for a typical remote LLC pattern
- Not a Certificate of Good Standing. Paying keeps standing possible. The certificate is a later dated snapshot when a bank or counterparty asks. See how to get a Certificate of Good Standing for a US LLC
- Not Form 5472 or a pro forma Form 1120
- Not Wyoming’s annual report. Different state, different portal, different due-date logic. Companion pillar: Wyoming LLC annual report for non-residents
- Not your EIN letter, Certificate of Formation, or agent receipt alone. Those prove other facts. They do not replace the June payment
Who must pay, and when
Per the Delaware Division of Corporations LLC/LP/GP instructions: all domestic and foreign limited liability companies formed or registered in Delaware must pay the annual tax. There is no annual report requirement for those entities.
Amount: plan on the raised flat $400 figure for the 2026 tax year, and treat the portal as source of truth if a Division page still displays $300 or if your June bill still reflects the prior-year rate. Confirm the live amount on the Division of Corporations payment portal before you transfer funds. Do not treat a blog table as the statute.
Deadline: annual taxes for the prior year are due on or before June 1. Put June 1 on a shared calendar with a reminder the week before. Email from your registered agent is helpful. It is not a substitute for your own reminder.
No proration: Delaware assesses the tax if the entity is active in Division records anytime during January 1 through December 31 of the tax year. Form late in December and you still owe the full year. Cancel or dissolve mid-year and the full amount for that calendar year is still in play before you close the file cleanly.
First year after formation: your first June 1 after formation covers the prior calendar year. If you formed in calendar 2026, you did not owe a 2025 tax on June 1, 2026. Your first annual tax for calendar 2026 is due June 1, 2027, at whatever flat rate the portal shows for that bill. Always match the file number and tax year on the portal rather than guessing from a chat thread.
Non-residents miss this more from calendar amnesia than hard law. The fee is flat; the failure mode is forgetting June.
How non-residents pay online
You do not need to fly to Dover. You do need the Delaware file number, a working USD payment method the portal accepts, and a registered agent that still exists on the record.
- Find the entity. Search by exact legal name or file number on the Delaware Division of Corporations business search. Confirm the entity type is LLC and note the file number exactly.
- Open the LLC/LP/GP tax payment flow. Use the Division’s Pay LLC/LP/GP Taxes path linked from the official franchise-tax / alternative-entity tax pages (start from LLC/LP/GP tax instructions or Annual Report and Tax Information). The payment application is typically available daily in Eastern Time hours published by the Division. Do not pay a third-party “Delaware tax invoice” that did not come from the state or your registered agent. The Division publishes consumer alerts about deceptive solicitations.
- Enter the file number and confirm the amount the portal shows. Pay that live figure (plus any penalty/interest if you are late). Click submit once for card payments to avoid duplicate charges.
- Pay and archive the confirmation. Keep the receipt with your Certificate of Formation, EIN letter, and banking pack. Underwriters ask for standing later; your own archive saves a weekend.
- Confirm agent cover still exists. If the registered agent resigned or the renewal lapsed, fix agent cover as part of standing hygiene: how to keep a US LLC in good standing as a non-resident.
You do not need an SSN to pay the Delaware LLC annual tax. You still need an EIN for federal filings and most banking onboarding. The Division accepts major cards and ACH; very large payments may require ACH per its rules.
What happens if you miss June 1
Per Division LLC/LP/GP instructions and long-standing Delaware practice: failure to pay by the deadline commonly results in a $200 penalty plus 1.5% interest per month on tax and penalty. Interest runs until the balance is fully paid. Confirm the exact late charges shown on your portal balance before you dispute a number from memory.
Plain translate for ops:
- Miss June 1 and the bill grows past the base flat tax quickly
- Unpaid tax blocks a clean Certificate of Good Standing story
- Banks, Stripe, and counterparties read “not in good standing” as “this wrapper is not safe to underwrite”
- Stay unpaid long enough and Delaware can move toward void / forfeiture paths that are far more expensive than a calendar reminder
Cure early. Pay everything owed (tax + penalty + interest), then re-check standing before you order certificates or reopen banking tickets. If the entity is already void or administratively dissolved, do not invent a DIY revival from this page: use how to reinstate a void or dissolved US LLC, then return to the June calendar so you do not repeat the miss.
Franchise tax, good standing, and certificates
Paying the LLC annual tax is standing hygiene. It is not the certificate itself.
Good standing means Delaware’s records show taxes current and agent cover intact. A Certificate of Good Standing is a dated snapshot you request later; Delaware will not issue a clean one while tax remains unpaid. Habit first, certificate second: Certificate of Good Standing for a US LLC.
Wyoming comparison (one short section)
Wyoming and Delaware both ask yearly maintenance. They are not the same machine.
- Wyoming: annual report + licence tax on an anniversary-month calendar; most remote founders pay the $60 floor when Wyoming-located assets are low. Guide: Wyoming annual report for non-residents.
- Delaware LLC: flat annual tax, no LLC annual report, due June 1 for the prior year (plan for the raised $400 figure; confirm live on the portal).
Choose the state for court, investor, and product reasons, then run that state’s calendar. Do not paste a Wyoming due date onto a Delaware file number. Jurisdiction tradeoffs for crypto and remote founders live in Wyoming vs Delaware LLC and Delaware LLC for non-US founders.
How OtoCo fits
OtoCo helps non-resident founders form and maintain US LLCs in Wyoming and Delaware. On supported paths we keep registered agent cover and renewal hygiene visible so “Active” is ops, not a once-a-year panic. Soft product truth, not a launch claim:
- Formation for Wyoming and Delaware LLC paths the product actually supports
- Registered agent so the company stays reachable in-state for service of process
- Renewals hygiene so June (Delaware) and anniversary (Wyoming) obligations are harder to forget
We are not the Delaware Division of Corporations. We do not file your Form 5472. We are not a law firm and not a tax advisor. If you still need the wrapper, start at https://otoco.io.
FAQ
When is Delaware LLC franchise tax due?
On or before June 1 for the prior calendar year’s tax. Confirm the amount and entity on the Division of Corporations LLC/LP/GP payment flow.
How much is it in 2026?
Delaware raised the LLC/LP/GP flat annual tax from $300 to $400 for the 2026 tax year. Some Division pages may still display $300, and because Delaware bills in arrears the first $400 bill for tax year 2026 may show on June 1, 2027. Plan for $400, then confirm the live amount on the Division portal before you pay.
Do Delaware LLCs file an annual report?
No. LLCs, LPs, and GPs pay the annual tax. They are not required to file the corporate annual franchise-tax report package.
Is this a Delaware income tax?
No. For LLCs it is a flat annual / franchise-style state fee tied to remaining on Delaware’s records. It is not a personal income-tax return and not Form 5472.
Do I need an SSN or to fly to Delaware?
No. Non-residents pay online with the file number and a USD payment method the portal accepts. You need a current registered agent, not a plane ticket.
Does paying Delaware replace Form 5472?
No. Form 5472 is a federal information return for many foreign-owned disregarded US LLCs. Delaware Active status and IRS information reporting are different calendars.
Is the tax the same as a Certificate of Good Standing?
No. The payment keeps you eligible for good standing. The certificate is dated proof you request later when a bank or counterparty asks.
What if I already missed June 1?
Expect the commonly published $200 penalty plus 1.5% monthly interest on tax and penalty until paid. Pay the full balance shown on the portal, restore standing, then rebuild the calendar. If the company is already void, use the reinstatement guide first.
Is this the same as Delaware corporate franchise tax?
No. Corporations file annual reports and calculate tax under different methods, usually with a March 1 domestic deadline. LLCs pay a flat June 1 tax with no annual report.
What if I formed in Wyoming instead?
Then this Delaware June payment is not your machine. Wyoming LLCs follow the anniversary annual-report calendar. Do not copy a Delaware due date onto a Wyoming entity.
Pay the tax. Keep the company Active.
