What is the BOI reporting requirement for LLCs in Delaware?

Delaware does not impose a separate Beneficial Ownership Information (BOI) reporting requirement for LLCs. Delaware's statutory framework (6 Del. C. § 18) contains no state-level BOI filing obligation. However, federal BOI reporting may apply under the Corporate Transparency Act (CTA), which requires certain LLCs to file with FinCEN, not Delaware. Delaware LLCs must instead file an Annual Tax Payment of $300 by June 1 each year.

Federal vs. State Requirements

The CTA is a federal requirement administered by FinCEN (Financial Crimes Enforcement Network). Most LLCs formed or registered in Delaware must report beneficial owners to FinCEN if they meet the CTA's applicability threshold. This is separate from Delaware's state requirements.

Delaware itself does not require BOI disclosure to the state. The state imposes only an annual franchise tax obligation, not beneficial ownership reporting.

Delaware's Annual Tax Obligation

Delaware LLCs must file an Annual Tax Payment of $300 by June 1 each year under 6 Del. C. § 18-1108. The first payment is due June 1 of the year following formation. File online at https://icis.corp.delaware.gov/eCorp/.

Late payments incur a $200 penalty plus 1.5% monthly interest. Failure to pay for three consecutive years results in automatic cancellation of the Certificate of Formation under § 18-1108.

Federal CTA Reporting

If your Delaware LLC qualifies as a reporting company under the CTA, you must file a BOI report with FinCEN disclosing beneficial owners (individuals with 25%+ ownership or control). Deadlines depend on formation date:

Formed before January 1, 2024: Deadline was January 13, 2025
Formed after January 1, 2024: File within 30 days of formation

File through FinCEN's secure portal at fincen.gov. Failure to file can result in civil penalties up to $10,000 per violation.

Compliance Checklist

Pay Delaware's $300 annual tax by June 1
Determine if your LLC is a CTA reporting company
File federal BOI report with FinCEN if required (separate from Delaware filing)
Maintain LLC records per Delaware law

Contact Information

Delaware Division of Corporations
(302) 739-3073
https://corp.delaware.gov/

Federal BOI Questions
FinCEN.gov

This is general information, not legal advice.