FILE ONLINE AT: https://secure.nrai.com/private/efile/login.asp

 

SEND ORIGINAL REPORT AND PAYMENT ONLY – NO ATTACHMENTS

TO:  STATE OF DELAWARE, DIVISION OF CORPORTIONS

P.O. Box 74072

Baltimore, MD  21274-4072

 

OVERNIGHT DELIVERIES SHOULD BE ADDRESSED AS FOLLOWS:

STATE OF DELAWARE, DIVISON OF CORPORATIONS

7833 WALKER DRIVE

3RD FLOOR

GREENBELT, MD 20770

 

1.       WHO MUST FILE:  All corporations incorporated in the State of Delaware which have not filed a dissolution or merger with the State of Delaware (this calendar year) are required to file the Annual Franchise Tax Report and pay the Franchise Tax.  A $25.00 filing fee is required for the annual report.  Non-stock/non-profit corporations:  While no tax is assessed, the Annual Report must be filed with the required filing fee.  Zero balance due or credit reports must be completed and received on or before the March 1st due date. 

 

2.       PREPRINTED REPORT: The Report has been preprinted using data on file with the Division of Corporations on the date of printing.  If the information on your report is incorrect, contact the Franchise Tax Section at (302) 739-3073.  Please provide information requested using black ink only.  Encoded areas on the Report expedite processing and posting to your account.  Please do not make any marks over those coded areas.  Use of another company’s report or using a previous years report is considered altering and will not be accepted. 

 

The State of Delaware will not be responsible for delays or errors in posting if a report other than the ORIGINAL is used.  Lost reports/reprint of reports:  Duplicate copies of your report may be requested through your registered agent or the Franchise Tax Section.

 

3.   PAYMENT: MAKE CHECK OR MONEY ORDER PAYABLE TO DELAWARE SECRETARY OF STATE.   Checks must be
      drawn on a U.S. bank and in U.S. funds. Money orders must be in U.S. dollars. Enter the Corporate File Number on

each check or money order.   To insure the accuracy of processing, please submit ONE CHECK PER REPORT, NOTE:  PAYMENTS RECEIVED WILL BE APPLIED TO ANY PREVIOUS TAX BALANCE DUE BEFORE CREDITING TO THE CURRENT TAX YEAR. 

 

4.   CORPORATE FILINGS AND/OR CORRESPONDENCE: Corporate filings and/or correspondence must be sent to: State of
      Delaware, Division of Corporations, P.O. Box 898, Dover, DE 19903. Agent/agent address changes are a corporate filing.
      Please contact the Division of Corporations at (302) 739-3073 for forms and fees.

 

5.   PRORATION OF TAX: Corporations which incorporated or renewed their certificate of incorporation during the year are responsible for tax for the portion of the year they were in existence only. PRORATION does not apply to minimum tax corporations.  A corporation that did not engage in ANY business activity for which it was granted a certificate of incorporation for all or part of the year, can reduce its Franchise Tax for that portion of the year by one half.  To obtain this reduction, the corporation must enter the period(s) of inactivity on the front of the report.  Inactivity prior to date of incorporation may not be claimed.  Inactivity does not apply to minimum tax. 

 

6.   LATE FILINGS: The Annual Report and appropriate remittance must be RECEIVED (NOT POSTMARKED) by Delaware Franchise Tax on or before the due date of March 1st.  Late filings will receive a penalty of $100.00 and interest will be assessed at the rate of 1.5% a month on the TAX and PENALTY until fully paid. The State of Delaware is not responsible for any mail delays, please allow sufficient mail time.  There is no provision under Delaware Law for granting time extensions for payment of Franchise Tax. 

 

7.   TAX CALCULATIONS:  THE TAX ON THE ANNUAL FRANCHISE TAX REPORT IS CALCULATED  BASED ON THE AUTHORIZED SHARES METHOD.  USE THE METHOD THAT RESULTS IN THE LESSER TAX.  THE TOTAL TAX WILL NEVER BE LESS THAN $35.00 NOR MORE THAN $165,000.00.  FURTHER CALCULATION INSTRUCTIONS CAN BE FOUND AT: www.state.de.us/corp

 

A.   AUTHORIZED SHARES METHOD:

      Corporations having authorized shares with no par value MUST use this method.  If you have filed a stock amendment with the Division of Corporations since this statement was printed, the State’s calculation may be inaccurate.  Please recalculate your new balance. 

 

                        LESS THAN 3,000 shares - $35.00 (this is the MINIMUM tax)

                        3001 – 5000 shares - $62.50

                         5001 – 10,000 shares - $112.50

                        each ADDITIONAL 10,000 or portion thereof - $62.50

                        EXAMPLE: 10,001 shares pay $175.00 ($112.50+$62.50 = $175.00)

 

B.   ASSUMED PAR VALUE CAPITAL METHOD:

      To use this method you MUST supply figures for ALL ISSUED SHARES (including treasury shares) AND TOTAL GROSS ASSETS.  These figures should be written in the spaces provided on the face of the Report.  If an amendment changing your stock or par value was filed with the Division during the year, issued shares and total gross assets for EACH PORTION of the year must be given within 30 days of the amendment date.  Total Gross Assets shall be those ‘total assets’ reported on U.S. FORM 1120, Schedule L (Federal Return) relative to the company’s fiscal year ending in the calendar year of the report.  Tax rate under this method is $250.00 per million or portion of a million. 

 

      1. INSTRUCTIONS FOR CALCULATING FRANCHISE TAX:

      Divide total gross assets by total issued shares carrying to 6 decimal places (this is your “assumed par”). If the assumed par is the same or greater than the stated par value, multiply the assumed par by the TOTAL AUTHORIZED SHARES (this is your assumed par value capital). If assumed par value capital is greater than 1,000,000, round up to the next million and multiply $250 per million (e.g. 10,002,000 = 11x$250). If less than 1,000,000 divide by 1,000,000 and multiply by $250. Should your assumed par be less than the stated par value multiply the authorized stock by it’s respective par value and continue with calculation.

 

      2. PRORATION OF TAX:

      If you filed an AMENDMENT during the year, use the above calculation for EACH AMENDMENT. Then do the following: Divide the number of days Each amendment was in effect during the year by 365 (366 if a leap year) and multiply by tax calculated, then add totals together. This is your pro-rated tax.

 

C.   REGULATED INVESTMENT COMPANIES:

Regulated Investment Companies as defined by Sec. 851 of the Federal Internal Revenue Code, can base their tax on average gross assets in addition to the above method.  Average Gross Assets is the mean of gross assets on January 1 and December 31.  The January assets MUST be the same as the December 31 assets of the previous year.  The tax is $250 for each $1,000,000 or portion thereof. Maximum tax under this method is $75,000.00. 

 

Add January and December assets, divide by 2 then round up to the next million and multiply by $250.  This is your tax.  PRORATIONS DO NOT APPLY FOR REGULATED INVESTMENT COMPANIES.