Does Delaware have a state-level BOI requirement?
No. Delaware does not impose a state-level beneficial ownership information (BOI) filing requirement. Delaware entities are not required to file BOI reports with the Delaware Division of Corporations under state law. However, federal BOI reporting requirements under the Corporate Transparency Act (CTA) may apply to certain Delaware entities, which requires filing with FinCEN—not Delaware state authorities.
What Delaware Actually Requires
Delaware's only recurring state filing obligation is an annual tax payment of $300, due by June 1 each year under 6 Del. C. § 18-1108. There is no annual report requirement and no state-level BOI filing. Failure to pay the annual tax results in a $200 penalty plus 1.5% monthly interest. If taxes remain unpaid for three years, your Certificate of Formation is automatically canceled.
File the annual tax payment online through the Delaware Division of Corporations eCorp portal.
Federal BOI Rules Still Apply
While Delaware has no state BOI requirement, the federal FinCEN BOI rule applies to most Delaware LLCs and corporations. Under 31 U.S.C. § 5336, you must report beneficial ownership information to FinCEN (not Delaware) if your entity qualifies as a "reporting company." The CTA became effective January 1, 2024, with reporting deadlines based on entity formation or registration date.
Certain entities are exempt, including banks, SEC-regulated entities, large operating companies (with 20+ employees and $5 million+ in revenue), and specific other categories. Consult FinCEN's guidance or a compliance professional to determine whether your entity has federal BOI obligations.
Key distinction: Federal BOI filing ≠ Delaware state filing. These are separate requirements with different deadlines and filing locations.
Contact Information
Delaware Division of Corporations
John G. Townsend Bldg., 401 Federal Street, Suite 4
Dover, DE 19901
Phone: (302) 739-3073
Website: https://corp.delaware.gov/
For federal BOI questions, visit FinCEN.gov or consult a tax professional.
This is general information, not legal advice.