Overview
Delaware is the single most popular U.S. state for company formation, hosting more than a million registered business entities, many of which have no physical operations there. The state's Division of Corporations, part of the Delaware Department of State, serves as the official company register. Its business-friendly statute law, the Delaware General Corporation Law (DGCL), specialist Court of Chancery, and minimal disclosure requirements explain its outsized role.
For KYB and AML professionals, Delaware's register records basic formation data but does not collect or publish shareholder names, beneficial owners, or financial statements. Ownership transparency relies instead on federal beneficial-ownership reporting to FinCEN under the Corporate Transparency Act — data that is not publicly searchable.
Official Registers
Division of Corporations — Entity Registry
The Division of Corporations maintains the official register of all corporations, limited liability companies (LLCs), limited partnerships (LPs), general partnerships (GPs), and statutory trusts formed or qualified to do business in Delaware. The registry's public search portal, the ICIS Entity Search, allows anyone to look up an entity by name or file number.
What the register records:
- Entity name and file number
- Entity type (corporation, LLC, LP, GP, statutory trust)
- Incorporation / formation date
- Jurisdiction of formation (domestic or foreign qualification)
- Registered agent name and address in Delaware
- Entity status (good standing, void, cancelled, etc.) — accessible via paid lookup only; not disclosed on the free public search
What the register does not record:
- Directors, officers, or managers (for LLCs)
- Shareholders, members, or beneficial owners
- Financial statements or annual accounts
- Articles of association / operating agreements (full text is not publicly searchable online, though the filed Certificate of Incorporation is on record)
Corporations must file an Annual Report that discloses the names and addresses of directors and officers. However, this information is stored as scanned document images at the Division of Corporations and is not exposed on the online portal, even on paid tiers. Accessing director and officer names requires ordering the annual-report document image separately, and no automated lookup exists. LLCs, LPs, and GPs do not file an annual report with the state.
Updates occur as filings are processed. The Division offers standard and expedited processing (same-day and 24-hour options are available for additional fees).
Division of Revenue — Trade Name Registry
The Division of Revenue manages registration of trade names (doing-business-as / DBA names) through the Delaware One Stop portal. Historically handled at the county level by Superior Court Prothonotary Offices, this process has been consolidated into a statewide digital registry. Current DBA holders can re-register online at no cost by providing the file number associated with their existing registration. Updates to key staff, ownership, or business address are also managed through this system.
FinCEN — Beneficial Ownership Information (Federal)
Beneficial-ownership reporting in the United States is governed at the federal level under the Corporate Transparency Act (CTA), administered by the Financial Crimes Enforcement Network (FinCEN). Reporting companies — including most corporations and LLCs formed by filing with a state — must submit Beneficial Ownership Information (BOI) reports identifying natural persons who exercise substantial control or own 25% or more of the entity.
Following an interim final rule issued in March 2025, FinCEN exempted all U.S.-domestic entities and U.S. persons from BOI reporting. The obligation now applies only to certain foreign companies registered to do business in the U.S. that do not qualify for one of the enumerated exemptions (covering large operating companies, regulated financial institutions, tax-exempt entities, and others).
Regardless of scope, BOI data filed with FinCEN is not publicly accessible. Only certain government agencies and, under prescribed conditions, financial institutions performing customer due diligence may query the database. There is no public UBO register for U.S. entities equivalent to those found in EU member states.
Registration and Publication Requirements
Corporations
A corporation is formed by filing a Certificate of Incorporation with the Division of Corporations. All Delaware corporations — domestic and foreign-qualified — must file an Annual Report and pay a franchise tax by 1 March each year. The franchise tax is calculated using either the authorized shares method or the assumed par value capital method; filers may choose the method that yields the lower amount. Exempt corporations (those granted tax-exempt status by the IRS under Section 501(c)) pay a $25 filing fee for their annual report but no franchise tax.
Delaware does not statutorily require corporations to keep or publicly file financial statements at the state level. Public companies must of course file audited financial statements with the SEC, but this is a federal obligation unrelated to the state register. Private company accounts remain entirely non-public.
Late filing or non-payment of franchise tax results in penalties and interest; chronic non-compliance leads to the entity being declared void by the state.
Limited Liability Companies, Limited Partnerships, and General Partnerships
LLCs, LPs, and GPs formed or registered in Delaware must pay an annual tax of $300, due by 1 June each year. There is no requirement to file an annual report with the state for these entity types. Operating agreements (the LLC equivalent of articles of association) are not filed with the Division of Corporations and are not public documents.
No financial statements are filed with or published by the state for these entities.
Sole Proprietorships
Sole proprietors are not required to file formation documents with the Division of Corporations and do not appear in the entity registry. They must, however, obtain a general business license from the State of Delaware (standard fee: $75, prorated if obtained mid-year) and comply with applicable local licensing, zoning, and tax requirements. Registration can be completed through the One Stop Business portal.
Non-Profit Corporations
Non-profit corporations file a Certificate of Incorporation (using a non-stock or exempt corporation form) with the Division of Corporations. Federal tax-exempt status under Section 501(c)(3) requires a separate filing (IRS Form 1023). Delaware does not impose a state sales tax, so no state sales-tax exemption application is needed. County-level registrations may still apply.
| Entity type | State registration | Annual report / tax | Financial statements public |
|---|---|---|---|
Corporation | Required (Certificate of Incorporation) | Annual Report + franchise tax (1 Mar) | No (unless SEC-reporting) |
LLC / LP / GP | Required (Certificate of Formation) | $300 annual tax (1 Jun); no report | No |
Sole proprietorship | Not in entity register | General business license | No |
Non-profit corporation | Required | Annual Report ($25 fee); no franchise tax | No (IRS Form 990 is federal) |
With Topograph
Topograph connects to Delaware's Division of Corporations ICIS eCorp portal in two tiers.
Available Data
Company Profile
- Legal name and file number
- Entity type (corporation, LLC, LP, GP, statutory trust)
- Formation / registration date
- Residency (domestic Delaware entity or foreign qualification)
- Registered agent (name, address, phone)
- Official entity status (Good Standing, Void, Forfeited, AR Delinquent, Tax Due, and others) — returned in the authoritative tier; entity status is paywalled by the Division of Corporations and not included in the basic identification tier
Legal Representatives
Directors and officers are not available. Delaware stores officer information on annual-report document images only; these are not accessible via any automated flow.
Shareholders, beneficial ownership data, and activity codes (NAICS/SIC) are not published by the Delaware register for any entity type. LLC membership is a statutory privacy feature under Delaware law.
Available Documents
| Document type | Local name | Comment |
|---|---|---|
Entity status report | Entity Status Report | Official status copy from the Division of Corporations, confirming status, formation date, entity type, and registered agent |
Note: Certificate of Good Standing, Certificate of Incorporation, and annual-report document images require out-of-band ordering directly from the Division of Corporations and are not available through Topograph.
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