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Delaware Annual Report & Franchise Tax – Help! Part One

Last week when we discussed Annual Report Services (click here to read that blog), we mentioned most jurisdictions have annual filing Delaware Annual Report & Franchise Taxand/or tax requirements. Delaware is one of those jurisdictions that requires annual report filings and franchise tax payments. Depending on the entity type, both may be required or just one…but, we’ll get into those details later.  Since Delaware also happens to be the jurisdiction we seem to get the most questions about, we decided to tackle the subject in a series of blogs. Today we’ll start by answering just a few basic questions…

What is a Delaware Annual Report? This is a document filed annually with the State of Delaware Division of Corporations detailing pertinent company details. Information such as the Principal Place of Business, Officer and Director details, and stock information are included on the annual report. The stock information provided helps to determine the annual franchise tax due. Not all entities are required to file an annual report.

What is franchise tax? Franchise taxes are an annual fee paid to the State of Delaware Division of Corporations for your entity. For corporations, the franchise tax fee is based on authorized shares. For alternative entities, such as LLCs, the fee is a flat rate. Most entities are required to pay a franchise tax.

What entity types file an annual report and/or pay franchise taxes? When are they due?

Entity Type Annual Report Franchise Tax Due Date
Domestic Corporations Yes Yes March 1st
Exempt Domestic Corporations Yes No March 1st
Domestic Limited Liability Companies No Yes June 1st
Domestic Limited Partnerships No Yes June 1st
Foreign Corporations Yes Yes June 30th
Foreign Limited Liability Companies No Yes June 1st
Foreign Limited Partnerships No Yes June 1st
Delaware Statutory Trusts No No N/A
As mentioned above, these are just the basics. Over the next few weeks, we will continue to discuss Delaware annual reports and franchise taxes in more detail. Be sure to check back weekly or subscribe to the blog so you don’t miss out! Of course, if you have a question in the meantime, feel free to reach out to us. We’d be happy to help you out!

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Thanksgiving Holiday Closures


Incserv will be closing at 5:00 pm (ET) on Wednesday, November 22nd and will be closed on Thursday, November 23rd and Friday, November 24th in observance of the Thanksgiving holiday.

If you anticipate special needs between 5:00 pm and 8:00 pm (ET) on Wednesday, November 22nd, please contact Incserv in advance so a Client Services Representative may work with you to ensure your needs are met.

Please note, Incserv will again be extending operating hours starting December 4th, 2017.  From December 4th through January 5th, Incserv will be open 8:30 am to 9:00 pm (ET) – 5:30 am to 6:00 pm (PT). 


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Tell Me More About Annual Report Services

Annual Report Services are one of the truly invaluable ancillary services we offer our registered agent clients.

Most jurisdictions have annual filing and/or tax requirements. In order to stay in good annual report servicesstanding and maintain any legal protections your entity may provide, it’s important these obligations are fulfilled.

Why are Annual Report Services so invaluable?

For reasons we mentioned above, it’s important for your entity to remain active and in good standing. Failure to do so may result in penalty fees, a loss of good standing, and could ultimately find your entity involuntarily dissolved or its authority revoked. While it is usually possible to recover from these situations, it can be a major headache and the costs can really add up. So, why chance it? Annual Report Services are often compared to insurance, as they help insure you don’t miss these crucial deadlines.

To assist with remaining compliant, we offer two options for Annual Report Services:

Option One – Annual Report Monitoring Service (ARMS)

Annual Report Monitoring Service is a reminder service for those do-it-yourselfers who just want a friendly reminder when obligations are due for their entities. With ARMS, we will remind you 60 days ahead of the due date and again 30 days prior. When you get the reminder, you can either fulfill the obligation on your own or tell us you’d like us to handle it for you.

Option Two – Annual Report Filing Service (ARFS)

Annual Report Filing Service is an automated service for those of you who don’t want to worry about it. Think of it as the “auto-pay” feature for your credit card or electric bill. With ARFS, we proactively gather the information we will need to complete any annual filing requirements. When the due date(s) roll around, we prepare and file any reports and/or make annual payments, as well as send you proof of compliance and upload it to your Snapshot account (as available).

If you have any additional questions about or need assistance signing up for one of our Annual Report Services, feel free to reach out to us. We’re here to help make your life easier!

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Vietnam – The Next Outsourcing Powerhouse

We’ve recently seen an uptick in document legalization requests for Vietnam, which piqued our curiosity and led to some research. vietnam legalizationDid you know Vietnam is emerging as the next outsourcing powerhouse? According to Nikkei Asian Review, “The IT Outsourcing Conference 2017 in Ho Chi Minh City attracted some 500 representatives from international and local companies. On the agenda for the second such event: turning what is already one of Southeast Asia’s hottest outsourcing destinations into a true go-to hub.” To read the full story, click here, and as always, feel free to reach out to us should you need assistance with document legalization.

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November 10th – Veterans Day


On Friday, November 10, 2017, most jurisdictions will be closed in observance of Veterans Day.  However, all Incserv offices will be available between the hours of 8:30 am – 5:00 pm (ET) to provide you with services that are obtainable.

Incserv has electronic access to many jurisdictions and is able to perform electronic searches, filings and document retrievals, as such access allows.

If you have questions pertaining to what services are available in a specific jurisdiction or if you anticipate special needs between 5:00 pm and 8:00 pm (ET) on this day, please contact Incserv in advance so a Client Services Representative may work with you to ensure your needs are met.

If you have questions or concerns, please contact our office at 302.531.0855, 800.346.4646 or


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Delaware House Bill 175

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA). One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

Delaware House Bill 175, Laws of 2017, has increased the following corporate franchise tax rates and amounts and statutory (business) trust fees, effective as noted below.

Franchise Tax

  • Delinquency fees from $100 to $125 (January 1, 2018)
  • Tax multiplier from $75 to $85 related to the authorized shares calculation (January 1, 2018)
  • Tax multiplier from $350 to $400 related to the assumed par calculation (January 1, 2018)
  • Minimum tax related to the assumed par calculation from $350 to $400 (January 1, 2018)
  • Excepted as below, maximum tax from $180,000 to $200,000 (effective for the tax year beginning January 1, 2017)
  • Creation of a new $250,000 maximum for certain publicly traded corporations effective for the tax year beginning January 1, 2017)

Statutory Trusts

  • Maximum fee for filing documents from $300 to $500 (August 1, 2017)

The Bill may be accessed at:

If you have questions or need assistance, feel free to contact us or call 800-346-4646.

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Jurisdictional Closures for November 2017

Please see the list below for Jurisdictional Closures for November.  Dates and information are subject to change.

Date: Holiday: State:
 Nov 10th Veterans Day AL, AK, AZ, AR, CA, CO, CT, DE, DC, FL, GA, HI, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI, MN, MS, MO, MT, NE, NV, NH, NJ, NM, NY, NC, ND, OH, OK, OR, PA, SC, SD, TN, TX, UT, VT, VA, WA, WV, WI, WY
 Nov 13th  Veterans Day RI
 Nov 23rd  Thanksgiving All national, state and local offices are  closed
 Nov 24th  Day after Thanksgiving
 Nov 24th  Robert E. Lee’s Birthday Observed
 Nov 24th  Lincoln’s Birthday Observed
 Nov 24th  American Indian Heritage Day
 Nov 24th  Family Day NV
 Nov 24th  President’s Day Observed NM
Please check out our blog posts throughout the month for any last minute changes or updates from these or any other state or local office.

If you have any questions or need assistance, feel free to contact us at 800-346-4646 or via email at

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How to Appoint an Independent Manager or Director in 3 Easy Steps

Appointing an Independent Manager or Director is an easy three step process. Chances are if you’re reading this, you already know what an Independent Manager or Director is and why you need one. So, the only question that remains is ‘How do I appoint an Independent Manager?’ (If you need a crash course in the what and why, you may want to check out one of our previous blogs about the topic by clicking here and/or here.) 

Step One – Operating Agreement Review
Once you’ve reached out to us to inquire about appointing independent representation, you will need to provide us Independent Managerwith a copy of the operating agreement, for review.

Step Two – The Contract
Next, we will provide you with a contract for the independent representation engagement, tailored to your specific needs. If it’s not already included within the operating agreement, you will also need to provide us the lender contact information at this time.

Step Three – Payment and Filing
Finally, when the independent representation contract is agreed upon, payment will be due, and we will sign the operating agreement.

We understand Independent Manager and Director engagements are time sensitive, so we do everything we can to make the process as quick, smooth, and seamless as possible. If you have any questions or need additional information regarding Independent Representation, please feel free to reach out to us.

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Tell Me More About Virtual Office Service

“Tell me more about Virtual Office Service and its benefits” is a statement we often hear from our virtual office serviceclients when they’re placing

orders. Today’s blog tells you more about Virtual Office Service and will give you what many consider to be the top three benefits of using a virtual office address for your business.

Let’s start with the top three benefits of using a virtual office address for your company:

Thanks to internet maps, you can plug in any street address and within seconds zoom in to street level to see exactly where the place is and what it looks like. Awesome, right? Not always. Say you work from your home… Do you really want potential clients or customers showing up on your doorstep at dinnertime? No, thank you.

Time to thank those maps again. The truth of the matter is that a residential address just doesn’t carry the same weight as a commercial business address. The competition is tough enough these days. So, why lose out on potential business over something as easy to fix as the address.

What business owner do you know who isn’t willing to save on overhead costs? With technology making it so easy to work from home or on the go, why pay for space you aren’t regularly using or simply don’t even need?  And since we’ve already determined your residential address isn’t the best choice (see above), a virtual office could be the answer you’re looking for.

As one of Incserv’s Enhanced Registered Agent Services, Virtual Office Service provides your business with a commercial business address and unique suite number for all of your business needs. Both Delaware and Washington, DC addresses are available. Included with the service are Mail Forwarding Services, a general phone and fax number, and the right to post your business license on the premises. Traditional or electronic mail forwarding options are available. Special suite usage may also be available depending on your specialized needs.

As always, if you have any additional questions about or want to get started using a virtual office, just reach out to us!  We’re always eager to help!

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Independent Manager – Why?

In our blog “What is an Independent Manager?” we briefly touched on why an LLC would appoint an Independent Manager.independent manager - why? Before we dig a little deeper into the why of Independent Representation – did you know there are other names this special role goes by, dependent upon the type of entity? Independent Director, Springing Member, and Special Member are some of the other terms you will hear when referring to this special type of representation within a company’s board. An Independent Director and a Springing Member are both types of Special Members. A Springing Member is a member that sits dormant until an event triggers the need to bring the Member into action. This could then cause them to be an Independent Manager. For the sake of this blog, we’ll stick to discussing an Independent Manager on an LLC’s board of managers.

So, why appoint someone to this special role? There are various reasons for appointing this position, but a common motive for appointment is to protect the lender.    As an independent party with no financial relationship with the LLC, an Independent Manager simply fulfills their obligation as indicated in the operating agreement. This section of the operating agreement is drafted with consent by the lending party, so this independent party acts as a representative for the financial institution.

As long as there is a debt held by the lender or financial institution, the Independent Manager would remain active and required to vote in the interest of the lender or financial institution, including voting against bankruptcy, thus safeguarding the lender.

While the situations and names may vary, the role is rather consistent. If you have any questions about or need to appoint Independent Representation, just give us a call or email us.