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Delaware SPV compliance calendar

Every recurring state and federal obligation for a Delaware SPV, in date order. Pick your entity type and investor mix to see what is due, when, and which forms your investors will be waiting for.

Dated filings this year
6 (5 statutory)
Schedule K-1s to issue
25
Delaware annual charge
$300 flat
Items ticked off
0 of 10
Delaware LLC (taxed as a partnership) — dated obligations (calendar year)
Year-end close, final capital accounts and tax package to the preparer
The K-1 can only be as good as the capital accounts behind it. Reconcile contributions, distributions and fee allocations per investor before the preparer starts.
Jan – FebBest practice
Partnership return and one Schedule K-1 per investorForm 1065 + K-1
The IRS late-filing penalty accrues per partner, per month — so it scales with investor count. LPs need the K-1 to file their own returns, so late K-1s are the most visible compliance failure.
Mar 15Statutory
Report US-source income paid or allocated to foreign investors and the tax withheldForm 1042 + 1042-S
Applies where the vehicle withholds on US-source fixed or determinable income (for example dividends or interest). The 1042-S is also what the investor uses to claim credit for tax withheld.
Mar 15Statutory
Annual return and per-partner statements for tax withheld on effectively connected incomeForm 8804 + 8805
Only if the vehicle has income effectively connected with a US trade or business allocable to foreign partners. A vehicle that only holds shares in a C-corporation usually does not — confirm with your tax adviser.
Mar 15Statutory
Quarterly installments of the withholding taxForm 8813
The same condition as Form 8804 applies. Dates are for a calendar-year partnership.
Apr 15 · Jun 15 · Sep 15 · Dec 15Statutory
Delaware annual tax — flat $300Annual tax (no return)
Paid online to the Division of Corporations. Late payment adds a penalty and monthly interest, and prolonged non-payment can cost the entity its good standing. Delaware has no annual report for LLCs and LPs.
Jun 1Statutory
Ongoing and recurring
Maintain a Delaware registered agent and registered office
Required at all times. If the agent resigns or your fee lapses, the entity can fall out of good standing — diarise the annual renewal.
OngoingStatutory
Collect Form W-8 (BEN / BEN-E / IMY) from every non-US investor; Form W-9 from US investorsW-8 / W-9
A W-8 generally stays valid to the end of the third calendar year after it is signed, unless circumstances change. Missing forms mean the administrator must withhold at default rates.
At subscription; refresh every 3 yearsInvestor-facing
Investor statements: capital account, NAV and portfolio update
Not a Delaware or IRS requirement, but what LPs and any bank or fund-of-funds investor will ask for. Easier to produce quarterly than to rebuild at year-end.
QuarterlyBest practice
Federal beneficial ownership (BOI) reporting
Under FinCEN’s March 2025 interim final rule, entities formed in the US are exempt from BOI reporting. Rules in this area have changed repeatedly, so confirm the current position before relying on this.
WatchBest practice
Dates assume a calendar-year entity. When a date falls on a weekend or US holiday the deadline moves to the next business day. A fiscal-year entity shifts every federal date relative to its year-end.

General information for planning only — not legal or tax advice. Filing requirements depend on how the SPV is structured, what it holds and who invests, and the rules and fees change. Confirm each item with your US tax adviser and registered agent. Built by aama.io.

About this tool

A Delaware SPV is cheap to form, but it is not a set-and-forget vehicle. Delaware charges a flat annual tax on LLCs and LPs, the IRS expects a partnership return and a Schedule K-1 for every investor, and any non-US investor adds withholding and documentation duties on top.

This calendar lists the dated filings for your entity type in order, separates statutory deadlines from investor-facing and best-practice items, and shows how the K-1 count and the non-US investor mix change the workload.

How to use it

  1. Choose the entity type — LLC or LP taxed as a partnership, a single-member LLC, or a C-corporation.
  2. Set the number of investors and whether any are non-US, then toggle whether you file on extension.
  3. Work down the dated list and the ongoing list, ticking items off, and use Copy share link to send the exact setup to your adviser or administrator.

Frequently asked questions

What does a Delaware SPV have to file every year?

A Delaware LLC or LP pays a flat annual tax of $300 by June 1 and has no annual report. Federally, an LLC or LP with more than one investor files a partnership return and issues a Schedule K-1 to each investor. A foreign-owned single-member LLC files Form 5472, and a C-corporation files Form 1120 plus the Delaware franchise tax report.

When are K-1s due for an SPV?

The partnership return and K-1s are due March 15 for a calendar-year entity. Most SPVs file Form 7004 to extend by six months to September 15, which means investors often receive K-1s late in the summer. Tell investors the expected timing up front.

Does a Delaware LLC with a foreign owner have extra filings?

A single-member LLC with one non-US owner must file Form 5472 with a pro forma Form 1120 each year, even if it had no income. The penalty for failing to file is $25,000 per form. A multi-member LLC taxed as a partnership files Form 1065 instead.

What changes when an SPV has non-US investors?

The administrator must collect a W-8 from each non-US investor and a W-9 from each US investor, and may need to withhold and report under Forms 1042 and 1042-S. If the SPV has income effectively connected with a US trade or business, Forms 8804 and 8805 and quarterly installments also apply. A vehicle that only holds shares in a C-corporation usually does not have that income.

Do Delaware SPVs still need to file a beneficial ownership (BOI) report?

Under FinCEN’s March 2025 interim final rule, entities formed in the US are exempt from beneficial ownership reporting. The rules have changed several times, so confirm the current position with counsel before relying on that exemption.

Related tools

SPV Formation ChecklistSteps and timeline to funding-readySPV Admin Cost CalculatorAnnual run-rate, one SPV or a portfolioSPV Jurisdiction ComparatorSingapore vs Cayman vs BVI vs Delaware

Related reading

Delaware SPV Formation and Administration: A Practical GuideWhat is a Delaware SPV?SPV & Syndicate Administration on aama.io

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