What happens if your Delaware LLC doesn’t pay its annual LLC tax, and how to revive it
Delaware’s own word for it: “Not in good standing”, then certificate “canceled”. Time limit to get back: None stated. Tax clearance: No.
Checked against the Delaware Department of State, Division of Corporations, September 2026.
- What Delaware calls it
- “Not in good standing”, then certificate “canceled”
- Tax clearance
- No
- Time limit to get back
- None stated
How it unfolds in Delaware
- MissedAnnual LLC tax
- Status“Not in good standing”, then certificate “canceled”
- The way backCertificate of Revival
Delaware Department of State, Division of Corporations
What does Delaware call a company that missed its filings?
An LLC that fails to pay its annual tax “shall cease to be in good standing” (6 Del. C. §18-1107(h)); if the tax stays unpaid for 3 years its certificate of formation “shall be canceled” (§18-1108(a)). Corporations, by contrast, become “void” (8 Del. C. §510). The LLC remedy is “revival” (Certificate of Revival).
What triggers it in Delaware?
Non-payment of the annual LLC tax due June 1 (LLCs file no annual report) — first loss of good standing, then cancellation after 3 years unpaid. The certificate of formation is also canceled if, after its registered agent resigns, the LLC fails to designate a new registered agent within 30 days after the resignation certificate is filed (§18-104(d)).
Before it happens
The Secretary of State mails an annual tax statement to each LLC in care of its registered agent at least 60 days before June 1 (§18-1107(d)). Cancellation takes effect automatically on the third anniversary of the unpaid due date; the list of LLCs canceled on June 1 is filed with the Secretary and published online by October 31 (§18-1108).
How do you revive a Delaware LLC?
Not in good standing (not yet canceled): pay the annual tax plus all penalties and interest for each unpaid year to be restored (§18-1107(i)). Canceled: file a Certificate of Revival of Limited Liability Company (Division form ‘Limited Liability Company – Revival’, submitted with a Filing Cover Memo) stating the name at cancellation (and new name if needed), original formation date, registered office and agent, and that it is filed by authorized persons, with the filing fee and all annual taxes, penalties and interest due at cancellation.
Where to file
Delaware Division of Corporations (usually filed through the LLC’s Delaware registered agent).
Missed filings and fees
Yes — all unpaid annual taxes with penalties and interest (for each year unpaid for restoration; those due at cancellation for revival). There are no annual reports for LLCs.
Is there a deadline in Delaware?
No statutory time limit is stated for filing a certificate of revival under §18-1109.
Do you need tax clearance in Delaware?
No
No separate tax clearance from another agency; the annual LLC tax, penalties and interest are paid to the Secretary of State / Division of Corporations as part of revival.
What happens to the company name meanwhile?
Not protected after cancellation: if the name is not available at revival, the certificate of revival must set out the name under which the LLC will be revived.
What changes once it is fixed?
On filing, the LLC (and its registered and protected series) is revived with the same force and effect as if its certificate of formation had not been canceled; acts, contracts and property during cancellation are validated and vested as if the certificate had remained in effect.
What changes for corporations in Delaware?
Corporations file an annual franchise tax report and pay franchise tax (due March 1). A corporation that fails for 1 year to pay franchise tax or file a complete annual franchise tax report becomes “void” (8 Del. C. §510), versus the LLC 3-year path to “canceled”. Corporations may also be “forfeited” (e.g. registered-agent failure). Revival is by Certificate of Revival under 8 Del. C. §312 (‘Revival for Void’ / ‘Revival for Forfeiture’ forms), available “at any time”; it requires payment of franchise taxes, penalties and interest due when voided — or, if void more than 5 years, a special payment computed from the current year’s franchise tax in lieu of back taxes and penalties.
What should you file first?
There is no separate tax clearance step for a Delaware LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Certificate of Revival
Where it goes
Delaware Division of Corporations (usually filed through the LLC’s Delaware registered agent).
What does Delaware ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Certificate of Formation) | Certificate of Formation | At formation | None |
| Annual LLC tax (LLCs, LPs and GPs) | No annual report; flat tax | June 1 each year | a late penalty plus monthly interest |
| Annual report and franchise tax (corporations) | Annual Report (filed online by domestic corporations) | March 1 each year (June 30 for foreign corporations) | A late penalty plus monthly interest, and loss of good standing |
| Change of registered agent (LLC) | Certificate of Amendment changing only the registered office/agent | When it changes | None |
From the same Delaware record as the Delaware registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Delaware deadline in your calendar with the compliance calendar, or see what Delaware requires of your registered agent.
Which Delaware laws govern it?
Loss of good standing and restoration: 6 Del. C. §18-1107(h),(i). Cancellation: §18-1108 (and §18-104(d) for no registered agent). Revival: §18-1109.
Sources, checked September 2026:
- Delaware Code Online (Delaware Legislative Council)— 6 Del. C. §§18-1107, 18-1108, 18-1109, 18-104(d)
- Delaware Code Online (Delaware Legislative Council)— 6 Del. C. §§18-1107(h), 18-1108(a), 18-1109
- Delaware Code Online (Delaware Legislative Council)— 6 Del. C. §§18-1107(c),(h), 18-1108(a), 18-104(d)
- Delaware Code Online (Delaware Legislative Council)— 6 Del. C. §§18-1107(d), 18-1108(a),(c)
- Delaware Code Online (Delaware Legislative Council)— 6 Del. C. §§18-1107(i), 18-1109(a)
- Delaware Division of Corporations— Renewal For All Entities
- Delaware Code Online (Delaware Legislative Council)— 6 Del. C. §§18-1107(c), 18-1109(a)
- Delaware Code Online (Delaware Legislative Council)— 6 Del. C. §18-1109(a)(1)
- Delaware Code Online (Delaware Legislative Council)— 6 Del. C. §18-1109
- Delaware Code Online (Delaware Legislative Council)— 6 Del. C. §18-1109(c)
- Delaware Code Online (Delaware Legislative Council)— 8 Del. C. §§312, 502, 510
Checked against the Delaware Department of State, Division of Corporations and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Delaware
Behind on a Delaware filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Delaware Department of State, Division of Corporations, and state fees are confirmed with you before anything is filed.