Does Delaware Have a Resale Certificate? Form 373 Exception

Delaware does not have a resale certificate, and it doesn’t issue one because the state has no sales tax to exempt you from in the first place. The Delaware Division of Revenue states directly that “sales tax exemption certificates and reseller certificates are not applicable to Delaware.”¹ Instead of taxing purchases, Delaware taxes sellers through a gross receipts tax, and that tax applies even to sales made for resale. If an out-of-state vendor is asking you for a certificate, you’ll typically satisfy them with a multijurisdiction certificate and your Delaware business license number.

Why Delaware Has No Resale Certificate

Resale certificates exist so a retailer in a sales-tax state can buy inventory without paying tax that would just get refunded once the goods sell to a consumer. Delaware skipped that whole system. Rather than taxing individual transactions, it taxes the seller’s total revenue through a gross receipts tax.² The tax lands on the business making the sale, not the buyer.

That structural difference erases the point of a resale certificate. There’s no tax on the purchase for a certificate to waive. The Division of Revenue puts it plainly: “Sales for resale are not exempt.”¹ A Delaware wholesaler still owes gross receipts tax on the sale whether the buyer is a consumer or another business reselling the goods.

One quirk worth knowing: the gross receipts tax can’t be broken out as a line item on your invoice. Delaware law keeps that cost with the seller.¹ So when you buy inventory from a Delaware supplier, you won’t see a tax charge; your supplier absorbs it as a cost of doing business.

What to Give Out-of-State Vendors Who Ask

The resale certificate question usually shows up when a Delaware business tries to buy inventory from a supplier in Pennsylvania, New Jersey, or somewhere else that does charge sales tax. The vendor’s system expects a certificate, and Delaware has nothing that fits the box.

Many vendors will accept a Multijurisdiction Uniform Sales and Use Tax Certificate, which lets a business from any state claim a resale exemption on out-of-state purchases. On that form you’d list Delaware as your state, enter your Delaware business license number, and certify that the goods are for resale. Some vendors will also take a letter on your business letterhead with your Delaware business license information and a statement that the purchase is for resale.

Expect occasional pushback. Because Delaware has no sales tax, some vendors question whether a Delaware buyer can legitimately claim a resale exemption at all. Keep your business license number handy and be ready to explain that Delaware runs on a gross receipts tax instead of sales tax. If a vendor still refuses, you’ll pay that state’s sales tax on the purchase and treat it as part of your cost of goods.

Form 373: The Narrow Exception

Delaware does publish one exemption certificate, and it’s easy to mistake for a resale certificate. Form 373, the Wholesale Exemption Certificate, exempts specific sales from the wholesale gross receipts tax, but only in a narrow scenario.³

Form 373 applies only when an out-of-state purchaser physically picks up goods in Delaware and takes them out of state for delivery and consumption elsewhere. All three of these must be true:

The purchaser’s employees and vehicles receiving the goods are not headquartered or dispatched from within Delaware.
No portion of the goods is inventoried, warehoused, or comes to substantial rest in Delaware before leaving the state.
For a blanket certificate, the purchaser has no business facility, consigned goods, or warehoused goods within Delaware.

Read that carefully before assuming it helps you. If you’re a Delaware-based business buying inventory to resell within Delaware, Form 373 does not apply. It’s built for a truck that pulls into a Delaware wholesaler, loads up, and drives out of state.³

If you’re the wholesaler accepting a Form 373, one detail matters: if a purchaser gives you an untrue or incomplete certificate, that does not relieve you of liability for the tax, penalty, or interest.³ Verify the buyer’s information before signing off.

Your Delaware Business License Is the Number You’ll Use

Your Delaware business license number is the closest thing you have to a resale certificate number. It’s what identifies your business to the Division of Revenue for gross receipts purposes, and it’s what you’ll put on any multijurisdiction certificate or letter for an out-of-state vendor.

Any business operating in Delaware needs one, whether you have a physical location, employees working in the state, or sales generated within its borders.⁴ You must have the license before you start doing business. Registration runs through the Delaware One Stop portal, which handles other state and federal registrations at the same time.⁵

The annual fee is generally $75 for a first location, with a separate license required for each distinct business activity you conduct.⁶ First-year fees are prorated based on when you begin operations. Operating without the license can trigger back assessments for gross receipts tax owed during the unlicensed period, plus penalties and interest.⁵

The Gross Receipts Tax You’ll Owe Instead

Since there’s no sales tax to exempt yourself from, the tax you actually need to plan around is the gross receipts tax on your own sales. Rates vary by business activity, ranging from 0.0945% to 1.9914%, and petroleum products can reach as high as 2.4218%.⁷ For resale activity specifically:

Wholesalers pay 0.3983% on gross receipts from sales of tangible goods physically delivered within Delaware, with an additional 0.2489% on petroleum product sales.⁸
Retailers pay 0.7468% on gross receipts from all goods sold or services rendered within Delaware.⁸

Both wholesalers and retailers get a $100,000 monthly exclusion, so the first $100,000 in gross receipts each month isn’t subject to tax.⁸ Exclusion amounts vary by business type and can reach as high as $1,250,000 per month for certain activities.⁷ The Division of Revenue publishes “Tax Tip” documents for each business type that lay out the exact exclusion and rate.

Returns are filed monthly and due by the 20th of the month following the reporting period.⁸ Late filings carry a 5% per month penalty plus 0.5% monthly interest running from the original due date, and paying less than the full amount owed on a timely return adds another 1% per month, capped at 25%.⁷

1
Division of Revenue – State of Delaware. Exemption Certificates
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Division of Revenue – State of Delaware. Step 4: Learn About Gross Receipts Taxes
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Delaware Division of Revenue. Form 373 Wholesale Exemption Certificate
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Delaware One Stop. Register and License Your Business
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Division of Revenue – State of Delaware. Business Licenses FAQs
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Division of Revenue – State of Delaware. Step 2: Requirements for Delaware Businesses
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Division of Revenue – State of Delaware. Gross Receipts Tax FAQs
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Delaware Code Online. Delaware Code Title 30 Chapter 29 – Occupational and Business Licenses and Taxes