What happens when a Delaware LLC misses its annual franchise tax, and how it gets revived

The Division of Corporations says a Delaware LLC owes a $400 annual tax by June 1, with a $200 penalty and 1.5 percent monthly interest when late. Unpaid for 3 years, the certificate of formation is canceled. The LLC is revived by filing a certificate of revival under 6 Del. C. 18-1109 and paying the back tax, penalties and interest.

Last checked October 25, 2026 against the official sources listed on this page.

Published by Vermilion Vitez LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

The annual tax and who files an annual report

The Division of Corporations says that limited liability companies formed in Delaware do not file an annual report but must pay an annual tax of $400.00, due on or before June 1st of each year. The statute behind it, 6 Del. C. 18-1107(b), sets the amount at $400 for every domestic LLC and every foreign LLC registered to do business in Delaware, and $100 for each registered series. Section 18-1107(c) makes the tax due on the first day of June following the close of the calendar year, or upon the cancellation of a certificate of formation.

Under section 18-1107(d), the Secretary of State mails an annual statement for the tax, at least 60 days before June 1, to each LLC in care of its registered agent in Delaware.

The penalty and interest

The Division of Corporations states the penalty for non-payment or late payment as $200.00, and says interest accrues on the tax and penalty at the rate of 1.5% per month. The statute reads the same way. Section 18-1107(e) provides that an LLC that fails to pay on or before June 1 pays $200, added to the annual tax and collected the same way, and section 18-1107(c) says unpaid tax bears interest at 1 1/2 percent for each month or portion of a month until it is fully paid.

Section 18-1107(g) calls the annual tax a debt due to the State of Delaware, for which an action at law may be maintained after it has been in arrears for 1 month.

What "not in good standing" means

Section 18-1107(h) says a domestic LLC that neglects, refuses or fails to pay the annual tax when due "shall cease to be in good standing." The statute treats that as different from ceasing to exist. Under section 18-1107(k), an LLC that has ceased to be in good standing remains a domestic LLC formed under the chapter.

Section 18-1107(k) also says the Secretary of State shall not accept for filing most certificates required or permitted by the chapter for an LLC that has failed to pay the annual tax, and shall not issue a certificate of good standing for it. A certificate of resignation of a registered agent, when no successor is being appointed, is among the stated exceptions.

Under section 18-1107(i), an LLC that has ceased to be in good standing is restored to good standing upon payment of the annual tax and all penalties and interest for each year it failed to pay. Section 18-1107(j) adds that when the tax has been in arrears for 3 months, the Attorney General may apply to the Court of Chancery for an injunction restraining the LLC from transacting business until the tax, penalties, interest and costs are paid.

Cancellation of the certificate of formation after three years

Section 18-1108(a) says the certificate of formation of a domestic LLC shall be canceled if the annual tax is not paid for a period of 3 years from the date it is due, with the cancellation effective on the third anniversary of that due date. Section 18-1108(c) provides for a list of the LLCs canceled on June 1 of that year to be filed with the Secretary of State and published on the Internet on or before October 31.

Section 18-1107(l) also bars an LLC that has ceased to be in good standing from maintaining an action in a Delaware court until it is restored, and 18-1107(m) says non-payment does not impair the validity of its contracts or its ability to defend an action. One point does appear in the revival section: 18-1109(a)(1) contemplates that the original name may not be available at the time of revival, and allows the certificate to give a different name under which the LLC is to be revived.

The certificate of revival

Section 18-1109(a) says an LLC whose certificate of formation has been canceled under 18-1108(a) may be revived by filing a certificate of revival of limited liability company with the Secretary of State, accompanied by payment of the filing fee required by 6 Del. C. 18-1105(a)(3), the annual tax due under 18-1107, and all penalties and interest on it due at the time of cancellation. In other words, the back taxes, penalties and interest come with the filing.

The certificate must set forth: the name of the LLC when its certificate of formation was canceled, and the name for revival if that name is not available; the date the original certificate of formation was filed; the address of the registered office in Delaware and the name and address of the registered agent; a statement that the certificate is filed by one or more persons authorized to execute and file it; and any other matters those persons choose to include.

The Division of Corporations fee schedule (August 2026 edition) lists "Revival of Domestic LLC" with $220.00 under State Filing Fee (column one). A note on the schedule says the first-column fee for a domestic LLC equals the filing fee plus a municipality fee. The schedule is separate from the back taxes, which are paid on top.

The effect of revival

Section 18-1109(b) says the certificate of revival is deemed an amendment to the certificate of formation. Section 18-1109(c) says the LLC is revived with the same force and effect as if the certificate of formation had not been canceled. The statute says the revival validates all contracts, acts, matters and things done by the LLC or its members, managers, employees and agents during the time the certificate was canceled, as if the certificate had remained in effect.

Property and rights the LLC held at cancellation, or acquired afterward and had not disposed of before revival, vest in the LLC after revival as fully as before. The LLC is also as exclusively liable for what was done in its name during the gap as if the certificate had never been canceled.

The registered agent requirement

Section 18-104(a) requires each Delaware LLC to have and maintain a registered office in Delaware and a registered agent for service of process whose business office is identical to that registered office. The revival certificate must state both. Vermilion Vitez has a page on the Delaware annual tax for LLC owners who want the filing basics, and registered-agent service on it is fulfilled by Registered Agents Inc.

On vermilionvitez.com: Delaware LLC annual franchise tax: the June 1 deadline and the amount

Official sources

• S51: Delaware Division of Corporations, Annual Taxes and Reports (LLC annual tax) (last checked 2026-10-25)
• S52: Delaware Division of Corporations, Fee Schedule (linked from corp.delaware.gov/fee/) (last checked 2026-10-25)
• S53: Delaware Code, 6 Del. C. 18-1107, 18-1108, 18-1109 (last checked 2026-10-25)
• S54: Delaware Code, 6 Del. C. 18-104 (registered office; registered agent) (last checked 2026-10-25)

This page is general information about how a filing works, taken from the official sources listed above. It is not legal, tax, or financial advice, and it does not recommend any business structure. Confirm current forms, fees, and deadlines on the official source before you file.