Short answer
A Delaware LLC shown as “Cancelled, Failure to Pay Tax” did not pay its annual tax for three years. Section 18-1108 cancels the certificate of formation on the third anniversary of the due date. A certificate of revival ($220 plus the unpaid tax, penalties and interest) can restore it.
Key takeaways
- Section 18-1108(a) of the Delaware LLC Act cancels an LLC’s certificate of formation when the annual tax “is not paid for a period of 3 years from the date it is due.” The cancellation takes effect on the third anniversary of that due date.
- We counted 27 status names in the Division of Corporations’ Glossary of Terms. Five of those names contain the word Cancelled. Two of them name a reason an LLC can fix by revival: “Cancelled, Failure to Pay Tax” and “Cancelled, Failure to Appoint a R/A.”
- In that glossary, “Void, AR’s or Tax Delinquent” is defined for a corporation. In Chapter 18, the LLC Act, the word “void” appears six times, all in Section 18-106, and never as a status.
- The free Delaware entity search does not show status, according to the Division’s FAQ. Online status costs $10, or $20 with tax and history information.
- Section 18-1109 lets an LLC whose certificate was canceled under Section 18-104(d), 18-104(i)(4) or 18-1108(a) file a certificate of revival. The Division’s fee schedule lists $220, and the unpaid tax, penalties and interest must be paid too.
- Section 18-1107(d) says the yearly tax statement is mailed “in care of its registered agent.” Section 18-104(e)(1) requires the agent to forward it, or an electronic notification of it. The contact details you give your agent are what the agent has to work with.
What a cancelled status means for a Delaware LLC
A Delaware LLC with a cancelled status no longer has a certificate of formation in force. The state uses one word for several different events. Some cancellations can be undone with a certificate of revival, and some cannot. The table below shows which ones.
The Division of Corporations publishes a Glossary of Terms for its entity records. We read it on October 17, 2026 and counted the entries under STATUS. There are 27. Five of the 27 definitions use the words “Limited Liability Company.” Others, such as “Good Standing” and “Voluntarily Cancelled,” use the word “entity” and can apply to an LLC too. Five status names contain the word Cancelled: the three in the table below, “Parent Cancelled” and “Cancelled; Divided.”
The status tied to unpaid tax is “Cancelled, Failure to Pay Tax.” The glossary defines it this way: “A Limited Partnership, Limited Liability Company or Partnership failed to pay their annual tax for a period of 3 years from the date it is due.” The statute spells the word “canceled.” The glossary spells it “Cancelled.” This guide uses “canceled” for what happens to the certificate, “Cancelled” for the status name, and “cancelled” for an LLC in that status.
| Status in the glossary | What the glossary says | Can a certificate of revival undo it? |
|---|---|---|
| Ceased Good Standing | The entity failed to pay its annual taxes on time | Not needed. Section 18-1107(i) restores good standing when the tax, penalties and interest are paid |
| Cancelled, Failure to Pay Tax | Annual tax unpaid for 3 years from the date it is due | Yes. Section 18-1109(a) lists cancellation under Section 18-1108(a) |
| Cancelled, Failure to Appoint a R/A | The agent resigned and no new agent was appointed within 30 days | Yes. Section 18-1109(a) lists cancellation under Section 18-104(d) |
| Voluntarily Cancelled | The entity voluntarily filed a certificate of cancellation to end its existence | Section 18-1109(a) does not list cancellation upon dissolution and winding up, which uses a certificate of cancellation under Section 18-203 |
| Void, AR’s or Tax Delinquent | Defined for a corporation, not an LLC | Not applicable. Chapter 18 uses the word void only in Section 18-106 |
From the Division of Corporations Glossary of Terms and 6 Del. C. Sections 18-1107 and 18-1109, read on October 17, 2026. The third column is from the statute.
Did this answer your question?
Cancelled is not void: what the LLC Act calls it
One page in the search results we saved, from UpCounsel, calls it void. The page says that if taxes are unpaid, “your LLC will remain in ‘void’ status and continue accruing penalties.” The state’s own glossary does not use that word for an LLC.
The glossary’s only void status is “Void, AR’s or Tax Delinquent.” Its definition is “A corporation that failed to pay its annual franchise tax for a period of 1 year or a Foreign Corporation that has not filed their annual reports within a 2-year period.” Corporations follow a different law, Title 8 of the Delaware Code, with a March 1 deadline.
We also counted words in the LLC Act itself. We saved all 12 subchapters of Title 6, Chapter 18 on October 17, 2026 and counted whole-word matches with a script. Words starting with “cancel” appear 108 times. The word “void” appears six times. All six are in Section 18-106, which is about ratifying “void or voidable” acts, and none of them names a status.
Ready to set up your business address?
See which US cities fit — about a minute, no card needed.
How to check whether your Delaware LLC is active
Delaware has a free entity search, but it does not answer the status question. The Division’s FAQ says search results “will return both active and inactive entities, however, this does not provide entity status.”
The same FAQ lists what the free search shows: the entity name, file number, formation date, registered agent name, address and phone number, plus entity kind, type and residency. No status, tax amount or address for the LLC itself is on that list.
| Option | What you get | Cost |
|---|---|---|
| General Information Name Search | Name, file number, formation date, registered agent name, address and phone, kind, type, residency | Free |
| Online entity status | The current status | $10 |
| Online status with tax and history | Status plus the current franchise tax assessment and filing history | $20 |
| Certificate of good standing, short form | An official certificate from the Secretary of State | $50 |
From the Division of Corporations FAQ and fee schedule revised August 1, 2026, read on October 17, 2026.
The FAQ adds that online status “is not a good standing certificate, certified by the Secretary of State.” The FAQ also says online status transactions are non-refundable. The glossary also defines a field called “Status Is As Of”: “The date the entity entered into the currently named Status.”
The three-year clock: from a missed June 1 payment to cancellation
Section 18-1107(b) sets the annual tax for every Delaware LLC at $400. Section 23 of 85 Del. Laws c. 273 raised that amount from $300 to $400, effective January 1, 2026. Ask the Division which amount applies to each unpaid year. Section 18-1107(c) says the tax is due “on the first day of June following the close of the calendar year.”
Missing June 1 starts several things at once. Section 18-1107(e) adds a $200 penalty. Section 18-1107(c) adds interest of 1½% for each month or portion of a month. Section 18-1107(h) says the LLC “shall cease to be in good standing.”
Cancellation comes later. Section 18-1108(a) says the certificate of formation “shall be canceled if the annual tax due under § 18-1107 of this title for the domestic limited liability company is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date.”
| Date | What happens to an LLC that never pays its 2022 tax | Source |
|---|---|---|
| At least 60 days before June 1, 2023 | The Secretary of State mails the annual tax statement in care of the registered agent | Section 18-1107(d) |
| June 1, 2023 | The 2022 tax is due | Section 18-1107(c) |
| After June 1, 2023 | $200 penalty, interest at 1½% a month, and the LLC ceases to be in good standing | Sections 18-1107(c), (e) and (h) |
| 3 months in arrears | The Attorney General may ask the Court of Chancery to stop the LLC from doing business until it pays | Section 18-1107(j) |
| June 1, 2026 | The certificate of formation is canceled on the third anniversary of the due date | Section 18-1108(a) |
| On or before October 31, 2026 | The Secretary of State publishes, for 1 week, the list of LLCs canceled on June 1 | Section 18-1108(c) |
A worked example built from 6 Del. C. Sections 18-1107 and 18-1108, read on October 17, 2026. The years are illustrative, and the table does not show tax amounts.
What changes between ceased good standing and cancellation
The statute treats the two stages differently. During the first stage, the LLC has only ceased to be in good standing. Section 18-1107(k) says it “shall remain a domestic limited liability company formed under this chapter.”
That stage still has limits. Under Section 18-1107(k), the Secretary of State will not accept filings for the LLC, with two narrow exceptions. The Secretary also will not issue a certificate of good standing. Section 18-1107(l) says the LLC “may not maintain any action, suit or proceeding in any court of the State of Delaware” until it is restored.
Section 18-1107 also protects some things during that stage. Subsection (m) says unpaid tax does not “impair the validity of any contract, deed, mortgage, security interest, lien or act” of the LLC. Subsection (n) says a member or manager is not liable for the LLC’s debts “solely by reason” of the unpaid tax. Subsection (i) says paying the tax, penalties and interest restores good standing.
Once the certificate is canceled, Section 18-1109 provides a certificate of revival. Section 18-1109(c) says a revival “shall validate all contracts, acts, matters and things” done while the certificate was canceled.
How to revive a cancelled Delaware LLC and what it costs
Section 18-1109(a) allows revival for an LLC whose certificate “has been canceled pursuant to § 18-104(d), § 18-104(i)(4) or § 18-1108(a).” The filing is a certificate of revival of limited liability company. Payment of “the annual tax due under § 18-1107 of this title and all penalties and interest thereon due at the time of the cancellation” must come with it.
The three grounds differ. Section 18-1108(a) is the three-year tax rule. Section 18-104(d) applies when an agent resigns and no new agent is named within 30 days. Section 18-104(i)(4) applies when the Court of Chancery bars an agent from acting and the LLC does not name a new agent in time.
- 1Confirm the status. The $10 online status shows whether the record says “Cancelled, Failure to Pay Tax,” “Cancelled, Failure to Appoint a R/A” or something else.
- 2Ask the Division for the amount due. The revival form says to “contact the Franchise Tax Section prior to submitting the document for filing to determine the Annual Taxes due.”
- 3Fill in the form. The form asks for the LLC’s name exactly as it appears in the records, the filing date of the original certificate of formation, and the registered office and registered agent in Delaware.
- 4If the old name is taken, give a new one. Section 18-1109(a)(1) lets the LLC revive under another name when its name “is not available at the time of revival.”
- 5Have an authorized person sign. The form says the signer must be authorized under Section 18-204 of Title 6, Chapter 18.
- 6File and pay. Send the filing fee with the tax, penalties and interest the Division gives you.
| Revival of Domestic LLC | Amount on the fee schedule |
|---|---|
| State filing fee | $220.00 |
| Certified copy (each) | $50.00 |
| 24-hour service | $100.00 |
| Same-day service | $200.00 |
| Unpaid annual tax, $200 penalty per missed year, and interest | Given by the Franchise Tax Section |
From the Division of Corporations fee schedule revised August 1, 2026 and 6 Del. C. Section 18-1107, read on October 17, 2026.
Section 18-1105(a)(3) sets the statutory fee for a certificate of revival at $180. The fee schedule lists $220 and says the amount for domestic LLCs “equals filing fee plus municipality fee.” The revival form’s cover letter also says $220. Our guide to the Delaware LLC franchise tax covers the yearly $400 payment itself.
Revival does not cover every cancellation. An LLC that dissolves and winds up files a certificate of cancellation under Section 18-203. Section 18-1109(a) does not list that kind of cancellation. Our guide to reinstating an LLC that is not in good standing compares Delaware with other states. Florida’s reinstatement rules are in our guide to a Florida LLC that was administratively dissolved.
Where Delaware sends the tax bill and notices
Chapter 18 sends the yearly tax bill through one route. Section 18-1107(d) says the Secretary of State mails each LLC “in care of its registered agent in the State of Delaware an annual statement for the tax.” Section 18-104(e)(1) requires every agent to forward that statement, or an electronic notification of it, to the LLC.
Section 18-104(e)(2) also sets how an agent must work: “A registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both.” The same paragraph defines “virtual office” as “the performance of duties or functions solely through the internet or solely through other means of remote communication.”
Section 18-104(e)(1) does not say which address the agent uses. Section 18-104(g) names the contact the statute requires you to give the agent. That subsection requires each LLC to give its agent “the name, business address and business telephone number of a natural person” authorized to receive communications. The statute calls that person the communications contact. Section 18-104(g) says the LLC must update that person’s name, business address and business telephone number “from time to time as necessary.”
The address your agent has on file also decides whether you hear about a resignation. Section 18-104(d) says an agent that resigns must first send notice “to the limited liability company at its address last known to the registered agent.” If no new agent is named within 30 days after the resignation is filed, the certificate of formation is canceled.
| Address or contact | What Chapter 18 says | Section |
|---|---|---|
| Registered office and registered agent | Required in Delaware. The address “shall include the street, number, city and postal code” | Section 18-104(a) and (k) |
| Annual tax statement | Mailed at least 60 days before June 1, in care of the registered agent | Section 18-1107(d) |
| Communications contact | Name, business address and business telephone number of a natural person, kept by the agent | Section 18-104(g) |
| Notice that the agent is resigning | Sent to the LLC at its address last known to the agent | Section 18-104(d) |
| Service of process when tax is unpaid and the agent is gone | May be made on the Secretary of State while the default continues | Section 18-1107(f) |
From 6 Del. C. Sections 18-104 and 18-1107, read on October 17, 2026.
Our guide to registered agent and business addresses explains how the two differ. Our free address checker shows how an address is classified before you give it to a bank or put it on a form. Our Silicon Valley and Los Angeles pages describe the business addresses save office offers.
Not legal advice
This guide summarizes 6 Del. C. Chapter 18 and Division of Corporations pages cited, as read on October 17, 2026. Call the Division at (302) 739-3073 about your LLC’s record and the amount due. Ask a Delaware attorney about contracts signed and lawsuits filed while the LLC was cancelled.
Frequently Asked Questions
Sources & References
Primary sources this guide is based on.
- 1Delaware General Assembly · 6 Del. C. Sections 18-1105, 18-1107, 18-1108 and 18-1109, fees, annual tax, cancellation and revival (accessed October 17, 2026)
- 2Delaware General Assembly · 6 Del. C. Section 18-104, Registered office and registered agent (accessed October 17, 2026)
- 3Delaware General Assembly · 6 Del. C. Section 18-203, Cancellation of certificate (accessed October 17, 2026)
- 4Delaware Division of Corporations · Glossary of Terms, entity status definitions (accessed October 17, 2026)
- 5Delaware Division of Corporations · Frequently Asked Questions (accessed October 17, 2026)
- 6Delaware Division of Corporations · Certificate of Revival for Limited Liability Company (form) (accessed October 17, 2026)
- 7Delaware Division of Corporations · Division of Corporations Fee Schedule, revised August 1, 2026 (accessed October 17, 2026)
- 8Delaware General Assembly · 85 Del. Laws c. 273 (House Bill 400), Section 23, LLC annual tax (accessed October 17, 2026)
Not sure what you need?
Two short pages sort it out — what the products actually are, and which situation you're in.
save office
Published
I'm Henry, a hedgehog in a bow tie who explains the dull, scary parts of building and running a U.S. business.
