ComplianceDE

Delaware LLC Late Filing 2026: $200 Penalty + $200 Revival Fee

Last updated: June 26, 2026

7 min read1,850 words

CPA · Small Business Compliance Specialist

Quick Answer

Miss Delaware's June 1 annual tax deadline and the state adds a flat $200 penalty plus 1.5% monthly interest charged on the tax AND the penalty (about $7.50/month on the $500 balance). Delaware has no annual report to file — just the $300 tax. After three consecutive years of non-payment, the Division of Corporations voids the LLC. To restore it you file a Certificate of Revival ($200 fee) and pay all back tax, penalties, and interest.

Key Takeaways

$200 flat penalty applies the moment you miss the June 1 deadline, no matter how late
1.5% monthly interest is charged on the tax AND penalty combined — about $7.50/month on the $500 balance, not $4.50
Three consecutive years of unpaid tax cause Delaware to void (cancel) the LLC
A voided Delaware LLC cannot bring a lawsuit in Delaware courts or get a certificate of good standing
Restoring a voided LLC requires a Certificate of Revival ($200 filing fee) plus all back tax, penalties, and interest
Delaware LLCs file no annual report — the single $300 tax is the only recurring filing

Item	Cost/Details	Notes
Annual LLC tax	$300	Flat; due on or before June 1 each year
Late payment penalty	$200 flat	Assessed the moment June 1 passes
Monthly interest	1.5%/month	Charged on tax AND penalty ($500) — about $7.50/month
Total after 12 months late	~$590	$300 tax + $200 penalty + ~$90 interest
Certificate of Revival (after cancellation)	$200 filing fee	Plus all back tax, penalties, and accrued interest

Late Annual Tax Penalties in Delaware

Every Delaware LLC owes a flat $300 annual tax due on or before June 1 each year. Delaware does not require LLCs to file an annual report — the tax is the only recurring filing, so there is no report to miss separately. What you can miss is the payment, and the Division of Corporations applies an automatic penalty the moment June 1 passes.

The Penalty Structure

$200 flat penalty — assessed as soon as June 1 passes, regardless of how late you are. Whether you pay June 2 or December 1, the penalty is the same $200.
1.5% interest per month — and per Delaware's official instructions, this is charged on the tax and the penalty combined, not just the $300 tax.
1.5% × ($300 tax + $200 penalty) = about $7.50 per month in interest

Key Point: A common mistake is calculating interest on the $300 tax alone (which would be $4.50/month). Delaware charges 1.5% on the full $500 balance, so the interest is roughly $7.50/month. Pay as soon as you can after June 1 to stop the clock and stay clear of cancellation. See Delaware LLC Taxes & Annual Fees 2026 for the full cost breakdown, and the Delaware LLC compliance hub for every deadline at a glance.

How Penalties Accumulate Over Time

Here's how the total amount owed grows if you miss Delaware's June 1st deadline:

Penalty Timeline

Interest runs at 1.5% per month on the combined $500 balance (the $300 tax plus the $200 penalty), so it accrues at roughly $7.50 per month:

June 2 (1 day late): $300 + $200 penalty = $500 total
July 1 (1 month late): $500 + ~$7.50 interest = ~$507.50
September 1 (3 months late): $500 + ~$22.50 interest = ~$522.50
December 1 (6 months late): $500 + ~$45 interest = ~$545
June 1 next year (12 months late): $500 + ~$90 interest = ~$590

The longer you wait, the more interest accrues — and unpaid tax that stretches across multiple years is exactly what triggers cancellation. See Delaware Foreign LLC Registration 2026 if your LLC is registered out of state, since the same $300 tax and penalty rules apply to foreign LLCs.

Charter Cancellation (Administrative Dissolution)

If the annual tax stays unpaid, the Delaware Division of Corporations eventually voids (cancels) the LLC. The trigger is specific: an LLC that fails to pay its annual tax for three consecutive years is cancelled by the state. This is the most serious consequence of non-compliance.

Consequences of Charter Cancellation

Cannot conduct business: The LLC legally no longer exists and cannot operate
Cannot enter contracts: New contracts entered while cancelled may be unenforceable
Cannot use Delaware courts: Cancelled LLCs cannot initiate lawsuits in Delaware
Cannot open bank accounts: Banks require proof of good standing
Can still be sued: Creditors and plaintiffs can still pursue claims against the cancelled LLC
Personal liability risk: Members who continue conducting business after cancellation may face personal liability

Don't Ignore Notices: Delaware will send franchise tax payment reminders. Take these seriously. A cancelled LLC requires reinstatement — a process that requires paying all accumulated taxes, penalties, and interest before your LLC's legal status is restored.

How to Reinstate Your Delaware LLC

If your Delaware LLC has been voided, you restore it by filing a Certificate of Revival with the Division of Corporations. The Revival filing fee is $200, on top of every dollar of back tax, penalty, and interest you owe.

Revival Steps

Determine all amounts owed: Contact the Delaware Division of Corporations (302-739-3073) or check online at corp.delaware.gov for the total — every back-year $300 tax, the $200 penalty for each delinquent year, and all accrued interest.
File the Certificate of Revival ($200 fee): Submit the Revival form for LLCs through the Division of Corporations. This is the document that legally brings the entity back.
Pay all outstanding amounts: The state will not complete the revival until the Revival fee plus all back taxes, penalties, and interest are fully paid.
Confirm revival: Once processed, your LLC is restored. Order a Certificate of Good Standing to verify its status for banks and partners.
Update your records: Notify any banks, business partners, and vendors that your LLC is back in good standing.

Delaware sets no statutory time limit on reviving an LLC, so an entity can generally be brought back years after cancellation once everything owed is paid — making Delaware one of the more forgiving states for restoring a lapsed LLC.

Registered Agent Failures

Beyond franchise taxes, failing to maintain a proper Delaware registered agent can also lead to compliance problems:

If your registered agent resigns, you must appoint a replacement within 30 days
Operating without a registered agent means you may miss legal notices and lawsuits
Missing lawsuits can result in default judgments against your LLC — without you even knowing
Sustained absence of a registered agent can contribute to the state cancelling your charter

Always verify your registered agent's status is active when you make your annual franchise tax payment. See our guide: Delaware Registered Agent Requirements 2026.

How to Avoid Delaware LLC Penalties

Avoiding penalties is simple with proper planning:

Set a recurring calendar reminder for May 1st each year — one month before Delaware's June 1st deadline.
Pay online at corp.delaware.gov. Credit card and ACH payments are accepted. The process takes about 5 minutes.
Maintain a valid email address with Delaware's Division of Corporations so you receive their reminder notices.
Keep your registered agent active and verify their status annually.
Budget $300/year for the franchise tax. Consider setting aside $25/month so the payment doesn't come as a surprise.

Simple Compliance: Delaware's lack of an annual report requirement actually makes compliance easier than most states. You only need to remember one annual payment of $300 by June 1st. That's it. Don't let something this simple derail your business.

Frequently Asked Questions

What is the penalty for missing Delaware's annual tax deadline?

If you miss the June 1 deadline, Delaware assesses a flat $200 penalty plus 1.5% interest per month. Per the Division of Corporations, that interest is charged on the tax AND the penalty combined — so 1.5% of $500, about $7.50 per month, not $4.50. After 12 months you'd owe roughly $300 (tax) + $200 (penalty) + $90 (interest) = $590.

When does Delaware cancel an LLC for unpaid tax?

Delaware does not require an annual report for LLCs, so there is no separate report to fall behind on — the trigger is unpaid tax. An LLC that fails to pay its annual tax for three consecutive years is voided (cancelled) by the Division of Corporations. A voided LLC legally ceases to exist for new business: it cannot bring a lawsuit in Delaware courts or obtain a certificate of good standing until it is revived.

How do I reinstate a cancelled (voided) Delaware LLC?

Delaware revives a voided LLC through a Certificate of Revival filed with the Division of Corporations. The Revival filing fee is $200, and you must also pay all back annual taxes, the $200 penalty for each delinquent year, and all accrued interest before the state will restore the entity. Delaware places no statutory deadline on revival, so an LLC can generally be revived years after cancellation once everything owed is paid.

Can a dissolved Delaware LLC still be sued?

Yes — even after dissolution, your LLC can still be sued for actions that occurred while it was active. Dissolution removes the LLC's ability to initiate legal actions, but creditors and plaintiffs can still pursue claims against it. This is another reason to keep your Delaware LLC in good standing.

What happens if I forget to maintain a Delaware registered agent?

If you fail to maintain a registered agent (the agent resigns and you don't replace them), your LLC may lose good standing. You must appoint a new registered agent within 30 days of notice. Failing to do so can result in losing the ability to receive legal notices, which could result in default judgments against your LLC without your knowledge.

What are the consequences for a foreign LLC operating in Delaware without registration?

A foreign LLC doing business in Delaware without registering is in violation of state law. Consequences include: inability to maintain any lawsuit in Delaware courts until properly registered and all back fees are paid, fines, and potential personal liability exposure. The standard remedy is to register retroactively and pay all back franchise taxes and fees.

Official Source

For the most up-to-date information, always verify requirements with the official Delaware Secretary of State website:

https://corp.delaware.gov

Important Disclaimer

This article is for informational purposes only and does not constitute legal advice. LLC requirements, fees, and deadlines change frequently. Always verify current requirements with your state's Secretary of State office before making business decisions.

Complete Delaware LLC Compliance Guide

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