If you were told your Delaware LLC is "void," note that Delaware's status list gives that label to corporations. An LLC that misses its June 1 annual tax ceases to be in good standing. After 3 years without payment, the state cancels its certificate of formation.
A second path ends in the same place. When an LLC's registered agent resigns and the LLC names no new agent within 30 days of the filing, the certificate is canceled too. Below, we quote the Delaware Code and the Division of Corporations' own status definitions. We also counted how often the LLC law uses the word "void."
Where the word "void" appears in Delaware law
On October 15, 2026, we counted the word "void" as a whole word on the official Delaware Code site. We read three subchapters of the Delaware Limited Liability Company Act, which is Chapter 18 of Title 6.
| Part of the LLC Act we counted | Sections this post quotes from it | Uses of "void" |
|---|---|---|
| Subchapter I | §18-104, on the registered office and registered agent | 6 |
| Subchapter II | §18-201 and §18-203, on the certificate of formation and its cancellation | 0 |
| Subchapter XI | §18-1107 to §18-1109, on the annual tax, cancellation for unpaid tax, and revival | 0 |
Subchapter XI holds the tax and cancellation rules, and the word doesn't appear there at all. All 6 uses in Subchapter I sit in section 18-106(e), each in the phrase "void or voidable." That section explains how a company can ratify such an act, which means approve it after the fact. None of the 6 uses names a status for a company. We did not count the other subchapters of the Act.
The word the statute uses for an LLC is "canceled." Section 18-1108(a) says the certificate of formation "shall be canceled" when the annual tax goes unpaid for 3 years.
The word "void" does appear in Delaware's corporation law. Under Section 510 of Title 8, a corporation's charter "shall be void" after 1 year of unpaid franchise tax or a missing annual report. Some company formation websites still say a Delaware LLC goes into "void status" after 3 unpaid years. Our reading is that those pages apply the corporation word to an LLC.
The status labels on a Delaware entity record
The Division of Corporations publishes a Field Descriptions page on its ICIS site at icis.corp.delaware.gov. The page opens its status list with this sentence: "All entities formed in Delaware whether active or inactive are defined with a particular status."
The table quotes the labels that matter for an LLC. We added the two corporation labels people most often confuse with them. On the page, "R/A" means registered agent.
| Label | Definition on the Field Descriptions page | Who the label applies to |
|---|---|---|
| Good Standing | "The entity's existence has not been terminated either voluntarily or administratively." | Any entity |
| Ceased Good Standing | "This represents an entity that failed to pay their annual taxes timely." | Any entity, with an example that uses a June 1 due date |
| Cancelled, Failure to Pay Tax | "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." | LLCs, limited partnerships, and partnerships |
| Cancelled, Failure to Appoint a R/A | "A Limited Partnership, Limited Liability Company or Partnership that has on record a Certificate of Resignation of registered agent and the appointment of a new registered agent was not filed within the designated period of 30 days." | LLCs, limited partnerships, and partnerships |
| Voluntarily Cancelled | "A certificate of Cancellation has been voluntarily filed by the entity to terminate its existence." | An entity that chose to close |
| Void, AR’s or Tax Delinquent | "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 |
| Forfeited, Failure to appoint a R/A | "A corporation has on record a Certificate of Resignation of registered agent and the appointment of a new registered agent was not filed within the designated period of 30 days." | Corporations |
The example for Ceased Good Standing is exact about timing: "2002 taxes due June 1, 2003, were not received by end of day June 1, 2003." By that example, a payment that misses the end of the day on June 1 is enough to lose good standing.
To check your own LLC, compare the status on its Delaware record with the definitions above. This post doesn't cover the search screens or the fee for a certificate of good standing.
From a missed June 1 payment to a canceled certificate
Section 18-1107(c) sets the due date. The annual tax "shall be due and payable on the first day of June following the close of the calendar year..." So the tax for calendar year 2026 is due on June 1, 2027. Under §18-1107(d), the state mails the yearly tax statement to your registered agent, and our post on the Delaware LLC annual tax covers that notice and the current amount.
Here is each step the statute sets out when the tax stays unpaid.
| Point in time | What the statute says | Section |
|---|---|---|
| June 1 after the calendar year closes | The annual tax is "due and payable" | §18-1107(c) |
| After June 1, if the tax is unpaid | A penalty sum is added to the tax, and interest runs for each month or part of a month | §18-1107(c), (e) |
| After June 1, if the tax is unpaid | The LLC "shall cease to be in good standing" | §18-1107(h) |
| 1 month in arrears | The state may bring "an action at law" to collect the tax as a debt | §18-1107(g) |
| 3 months in arrears | The Attorney General may ask the Court of Chancery for an order that stops the LLC from doing business until it pays | §18-1107(j) |
| Third anniversary of the due date | The certificate of formation is canceled | §18-1108(a) |
| On or before October 31 of that year | The Secretary of State publishes the list of LLCs canceled on June 1 online for 1 week | §18-1108(c) |
Take the 2026 tax as an example. The due date is June 1, 2027. If that tax is still unpaid 3 years later, our reading of §18-1108(a) puts the cancellation on June 1, 2030, the third anniversary of the due date.
What changes when an LLC loses good standing
Section 18-1107(k) says an LLC that ceased good standing for unpaid tax "shall remain a domestic limited liability company formed under this chapter..." The company still exists. Three limits apply until the tax is paid.
- The Secretary of State won't accept most filings for the LLC. Subsection (k) lists two exceptions. One is an agent's resignation filed without a successor.
- The Secretary of State won't issue a certificate of good standing for the LLC.
- Under §18-1107(l), the LLC "may not maintain any action, suit or proceeding in any court of the State of Delaware" until it is restored. In plain words, the LLC can't bring a lawsuit in a Delaware court.
Two protections stay in place. Section 18-1107(m) says the unpaid tax "shall not impair the validity of any contract, deed, mortgage, security interest, lien or act" of the LLC. The same subsection lets the LLC defend a lawsuit in a Delaware court.
Section 18-1107(i) restores good standing "upon the payment of the annual tax and all penalties and interest thereon for each year" that went unpaid. Once the certificate is canceled, the LLC can be revived by filing a certificate of revival under §18-1109, along with the fee and the unpaid tax, penalties, and interest. Our reinstatement guide explains how revival works.
A resigned registered agent is the second path to cancellation
Section 18-104(d) lets a registered agent resign without naming a successor. The agent files a certificate of resignation, and the resignation takes effect 30 days after the filing. The same subsection lets an agent resign from an LLC whose certificate was already canceled for unpaid tax.
The agent has to warn the LLC first. The certificate states that written notice went to the LLC at least 30 days before the filing. The agent gives that notice "by mailing or delivering such notice to the limited liability company at its address last known to the registered agent."
The LLC then has to find a new agent. The deadline is the end of the 30 days after the agent files the certificate of resignation. If the LLC misses the deadline, §18-104(d) says "the certificate of formation of such limited liability company shall be canceled." The status list calls the result "Cancelled, Failure to Appoint a R/A."
Court papers have a fallback route in that case. When the resignation takes effect and no new agent is in place, §18-104(d) sends service of legal process for the LLC to the Secretary of State under §18-105. Service of process is the formal delivery of court papers.
Two details in §18-104 decide whether the warning reaches you.
- The resignation notice goes to the address in your agent's file. If that address is old, the notice can arrive where nobody reads it.
- Section 18-104(g) requires every Delaware LLC to give its agent a communications contact. The contact is a person, with a name, business address, and business telephone number. If the LLC doesn't keep a current contact on file, the same subsection says the agent may resign.
To move to a new agent before any of this happens, see our guide to changing your registered agent.
Checking common claims about a void Delaware LLC
Several claims about void Delaware LLCs repeat across formation websites and forums. Here is what the statute text says about each one.
Does a Delaware LLC go into void status after 3 years?
The 3-year event is real, but the statute calls it a cancellation. After 3 years of unpaid annual tax, §18-1108(a) cancels the certificate of formation. The state's label for that result is "Cancelled, Failure to Pay Tax." The label "Void" belongs to corporations on the same status list.
Does a canceled LLC still exist?
The answer depends on the stage. Before cancellation, §18-1107(k) says the LLC "shall remain a domestic limited liability company..." Section 18-201(b) then sets the end point:
"A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company’s certificate of formation."
Section 18-203(a) lists cancellation under §18-1108 as one of the ways a certificate of formation is canceled. Our reading is that a certificate canceled for unpaid tax ends the LLC's separate existence until the LLC is revived. Revival also covers the period of cancellation. Under §18-1109(c), the LLC is revived "with the same force and effect as if the certificate of formation of the limited liability company had not been canceled..."
Some pages also say the tax keeps running after the company is marked void. Section 18-1109(a) ties the revival payment to the annual tax, penalties, and interest due "at the time of the cancellation of its certificate of formation." The sections we quote don't describe a yearly tax that keeps adding up after cancellation. Ask the Division of Corporations for your own figure before you file.
Does a canceled LLC keep its name?
The revival statute plans for the name being gone. Under §18-1109(a)(1), the certificate of revival states the LLC's name at cancellation. If that name "is not available at the time of revival," the certificate gives "the name under which the limited liability company is to be revived."
Do owners lose liability protection?
Section 18-1107(n) covers the good standing stage. A member or manager is not liable for the LLC's debts "solely by reason of" the unpaid tax or the loss of good standing. The sections we quote don't directly address the period after cancellation. Section 18-1109(c) says a revived LLC is "as exclusively liable" for acts done in its name during the gap. For a canceled LLC that has not been revived, ask a Delaware lawyer.
How a void corporation differs from a canceled LLC
Delaware's corporation law sits in Title 8 of the Delaware Code, and its deadline is shorter. Under 8 Del. C. §502(a), a corporation files an annual franchise tax report "Annually on or before March 1..."
Section 510 sets the 1-year rule. The section applies when a corporation "neglects or refuses for 1 year to pay" its franchise tax, or doesn't file a complete annual report. In that case, "the charter of the corporation shall be void, and all powers conferred by law upon the corporation are declared inoperative." The Secretary of State can give more time "for good cause shown..."
Section 510 also has its own warning. "On or before November 30 in each year," the Secretary of State notifies each corporation in default. The notice says the charter will become void unless the taxes are paid and the report is filed "on or before March 1 of the following year."
| Delaware corporation | Delaware LLC | |
|---|---|---|
| Law | 8 Del. C. Chapter 5 (§502, §510) | 6 Del. C. Chapter 18 (§18-1107, §18-1108) |
| Yearly obligation | Annual franchise tax report, on or before March 1 | Annual tax, due June 1 |
| Result of unpaid tax over time | Charter "shall be void" after 1 year | Certificate "shall be canceled" after 3 years |
| Status label for unpaid tax | Void, AR’s or Tax Delinquent | Ceased Good Standing, then Cancelled, Failure to Pay Tax |
| Status label for a missing agent | Forfeited, Failure to appoint a R/A | Cancelled, Failure to Appoint a R/A |
One more corporation label involves an address. The status list defines "PPoB Non-Compliant" for a corporation whose principal place of business address "is non-compliant per 8 DEL.C. § 502(a)(4)." Under that rule, the reported address "shall not be the address of the registered office of the corporation in this State and shall not be the address of any other registered agent." The rule has one exception: a corporation that keeps its principal place of business in Delaware and serves as its own registered agent.
Section 502 governs the corporation's annual report. The LLC sections quoted in this post contain no matching rule, so don't read the PPoB label onto an LLC.
Which Delaware addresses a mailbox can and can't fill
Section 18-104(a) requires every Delaware LLC to keep a registered office and a registered agent in Delaware. Under §18-104(k), the address on a filing "shall include the street, number, city and postal code." Section 18-104(e)(2) adds a limit on how the agent works:
"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."
| Address | What §18-104 asks for | Can a virtual mailbox address go here? |
|---|---|---|
| Registered office | An office in Delaware, with an address that includes "the street, number, city and postal code" (§18-104(a), (k)) | No |
| Registered agent | A Delaware agent with "a business office identical with such registered office" (§18-104(a)(2)) | No. An agent service fills this line. |
| Your address in the agent's file | Where the resignation notice goes: "its address last known to the registered agent" (§18-104(d)) | Yes, in our reading. Subsection (d) names no address type. |
Where Auteur fits
We sell virtual mailboxes and a Registered Agent service, so this is the seller's view. A mailbox can't stop a cancellation or reverse one. Paying the tax on time, or naming a new agent within the 30 days, is what keeps the certificate in force.
Auteur has not launched yet. Our Registered Agent service covers all 50 states at launch, Delaware included. State mail and legal documents sent to the agent are scanned into the same inbox as your business mail.
If you keep another company as your agent, the address in that agent's file is the one the resignation notice uses. A business address you check every week is a good fit for that file.
Delaware is one of our nine US cities, with an address in Wilmington. Your exact street address is assigned the day the city opens. For an LLC, the Virtual Business Address is the right plan, because it receives mail addressed to a business or trade name. The Virtual Mailing Address covers personal mail in individual names only.
We photograph the envelope of each piece as it arrives. We open and scan a piece only when you ask, for one flat fee per piece. Henry, our AI assistant, explains each letter you ask us to open. USPS (U.S. Postal Service) Form 1583 is required before any provider can receive mail for you. Pricing comes by email with the next steps. Our fees and limits are in our fair use policy.
To hold a business address for your LLC, get your Delaware business address. Placing the order needs no card, and nothing is charged.
FAQ
Is "void" an official status for a Delaware LLC?
No. The Division of Corporations' status list defines "Void, AR’s or Tax Delinquent" for corporations. An LLC that misses its annual tax is labeled "Ceased Good Standing," and after 3 unpaid years its label becomes "Cancelled, Failure to Pay Tax."
Can a Delaware LLC be cancelled due to failure to pay taxes?
Yes. Section 18-1108(a) says the certificate of formation "shall be canceled" if 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 such due date."
How do I check my LLC status in Delaware?
Look up the status on your LLC's Delaware record. Then compare it with the definitions on the Division of Corporations' Field Descriptions page, quoted in the table above. Under §18-1107(k), the Secretary of State won't issue a certificate of good standing while the annual tax is unpaid.
What happens if my Delaware LLC's registered agent resigns?
Under §18-104(d), the agent first sends written notice to the address it last has for your LLC. The resignation takes effect 30 days after the agent files its certificate. If you name no new agent before those 30 days end, the certificate of formation is canceled.
Can a canceled Delaware LLC be brought back?
Yes. Section 18-1109 provides a certificate of revival for an LLC canceled under §18-1108(a) or §18-104(d). Our reinstatement guide covers the revival filing and what it does to contracts signed during the gap.
