Annual Reports & Ongoing Compliance for LLCs and Corporations
Forming your business was the first step. Keeping it in good standing is the ongoing responsibility. Most states require LLCs and corporations to file annual or biennial reports, pay franchise taxes, and maintain current information with the Secretary of State. Miss a deadline and you risk penalties, loss of good standing, or dissolution.
What Is an Annual Report?
An annual report (also called an annual statement, annual return, periodic report, or statement of information depending on the state) is a filing that updates the state on your business’s current information — principal address, registered agent, officers or managers, and basic operational details.
Despite the name, annual reports are not financial statements. They don’t include revenue, expenses, or profitability data. They’re administrative updates that tell the state: “We’re still here, this is who runs us, and this is how to contact us.”
Annual Report vs. Franchise Tax
These are two different obligations that are often confused — and some states combine them into a single filing.
An annual report is an informational filing. It updates the state on your entity’s current details. The filing fee is typically $25–$300.
A franchise tax is a privilege tax — you pay it for the right to exist as a business entity in the state. It’s not based on income; it’s based on your entity’s existence, authorized shares, or capital. California’s $800 franchise tax and Delaware’s franchise tax (which can range from $400 to $200,000+) are the most notable examples.
Some states combine both into a single filing. Others require separate filings with separate deadlines. A few states require neither.
What Information Does an Annual Report Include?
The specific fields vary by state, but most annual reports ask for these details.
Business Address
Principal office address, mailing address, and the address where the business is physically located. Update if you’ve moved since the last filing.
Registered Agent
Name and address of your registered agent. Some states let you change your agent as part of the annual report filing — saving a separate change-of-agent filing fee.
Officers / Managers
Names and addresses of current directors, officers (corporations), or managers/members (LLCs). Update if leadership has changed since the last filing.
Business Activity
Brief description of your business activity or NAICS code. Some states ask for revenue ranges or number of employees. This is informational — not used for tax calculations.
Annual Report Deadlines & Fees by State
Requirements vary dramatically. Here are the most popular formation states.
🏛️ Delaware
LLC: $300 annual tax, due June 1. No annual report required.
Corp: Annual report + franchise tax due March 1. Franchise tax: $400 minimum (assumed par value method).
Penalty: $200 late fee + 1.5%/month interest.
🌉 California
LLC: Statement of Information every 2 years, $20. $800 annual franchise tax due April 15.
Corp: Statement of Information annually, $25. $800 minimum franchise tax.
Penalty: $250 delinquency penalty. Entity may be suspended.
🤠 Texas
All entities: Public Information Report + franchise tax due May 15. No separate annual report fee. Franchise tax: 0.375%–0.75% of taxable margin (most small businesses owe $0 under the no-tax-due threshold of $2.47M revenue).
Penalty: 5% + 10% after 30 days.
🌴 Florida
LLC: Annual report due May 1, $138.75.
Corp: Annual report due May 1, $150.
Late fee: $400 supplemental fee after May 1.
Penalty: Entity dissolved on September 30 if unfiled.
🏔️ Wyoming
LLC & Corp: Annual report due the anniversary month of formation. $60 minimum or $0.0002 per dollar of Wyoming assets.
Penalty: Entity administratively dissolved if not filed within 60 days of the anniversary.
🗽 New York
LLC: Biennial statement every 2 years, $9. No franchise tax for LLCs (but annual filing fee of $25–$4,500 based on NY-source income).
Corp: Biennial statement, $9. Corporate franchise tax (Form CT-3) filed annually.
Penalty: Entity may be dissolved after 2 years of non-compliance.
🏛️ Nevada
LLC: Annual list due anniversary month, $150. No state income tax.
Corp: Annual list due anniversary month, $150 + $500 business license fee.
Penalty: $75 late fee for LLCs, entity revoked after non-filing.
🌲 Washington
LLC & Corp: Annual report due anniversary month. $60 filing fee. Filed online through the Secretary of State.
Penalty: $25 late fee. Entity administratively dissolved after continued non-filing.
Fees and deadlines change. Always verify with your state’s Secretary of State before filing. See all 50 state guides.
States With No Annual Report or Special Rules
Not every state requires annual filings. Here are the notable exceptions.
No Annual Report Required
A handful of states don’t require annual reports for LLCs or corporations. However, these states may still require franchise taxes, registered agent maintenance, or other periodic filings. “No annual report” doesn’t mean “no ongoing compliance.” Ohio, for example, has no annual report for LLCs but requires a biennial report for corporations.
Biennial Filers
Some states require reports every two years instead of annually — including California (LLCs), New York, Montana, and others. Biennial reports are easier to miss because the cadence is less routine. Calendar the deadline immediately upon formation.
Anniversary vs. Calendar Deadlines
Some states set annual report deadlines based on your formation date anniversary (Wyoming, Nevada, Florida). Others use a fixed calendar date for all entities (Delaware: March 1 for corps, June 1 for LLCs; California: April 15 for franchise tax). Know which system your state uses.
What Happens If You Miss an Annual Report Deadline?
The consequences escalate over time — from fees to dissolution.
Late Fees & Penalties
Most states charge a late fee immediately after the deadline — typically $25–$400. Some states add interest that compounds monthly. Florida charges a $400 supplemental fee. Delaware adds $200 plus 1.5% monthly interest on unpaid franchise tax.
Loss of Good Standing
After continued non-filing (typically 60–180 days), the state flags your entity as “not in good standing.” This prevents you from filing lawsuits in state court, obtaining business loans, and in some cases conducting business. Banks may freeze your account until good standing is restored.
Administrative Dissolution / Revocation
After a longer period (1–3 years of non-compliance depending on the state), the state administratively dissolves or revokes your entity. Your LLC or corporation ceases to exist in the state’s records. Your business name becomes available for others to register. Your liability protection is seriously compromised.
Real-world impact: A dissolved LLC cannot enforce contracts, sue clients who owe you money, or defend lawsuits with full corporate protection. In some states, members of a dissolved LLC can be held personally liable for business obligations that arose during the dissolution period. The $100 annual report fee you skipped can cost you thousands in personal liability exposure.
How to File Your Annual Report
The process is straightforward in every state — typically 10–15 minutes online.
Find Your State’s Filing Portal
Go to your state’s Secretary of State (or equivalent agency) website. Most states have online annual report filing systems. Search for your entity by name or entity number. You’ll need your entity’s state-issued ID number.
Review & Update Information
The system will pre-populate your entity’s information from the last filing. Review every field — address, registered agent, officers/managers. Update anything that has changed. Even if nothing changed, you still need to file confirming the information is current.
Pay the Filing Fee & Submit
Pay the filing fee by credit card, ACH, or electronic check (methods vary by state). Submit the filing. Download or print the confirmation for your records. Most states send a confirmation email or provide a receipt immediately.
Franchise Taxes Explained
Franchise taxes are not income taxes. They’re taxes you pay for the privilege of existing as a business entity in a state. Some states charge them; many don’t. The amount can be fixed, based on revenue, based on authorized shares, or based on capital — it varies by state.
California: The $800 Minimum
California charges an $800 annual franchise tax for every LLC and corporation, regardless of revenue. A brand-new LLC that earns $0 still owes $800. This is due by April 15 and is separate from the Statement of Information filing. First-year LLCs are exempt from the $800 in their first tax year — but owe it starting in the second year.
Delaware: The Authorized Shares Trap
Delaware franchise tax for corporations is calculated using either the Authorized Shares method or the Assumed Par Value Capital method. The default Authorized Shares method can produce a tax bill of $100,000+ for a startup with 10 million authorized shares — even if the company has zero revenue. The Assumed Par Value Capital method typically reduces this to the $400 minimum. Always use the Assumed Par Value method — your accountant or registered agent can calculate and file this.
States With No Franchise Tax
Many states don’t impose a franchise tax at all — your only ongoing obligation is the annual report fee. These include Wyoming ($60 annual report), Montana ($20 annual report), Colorado ($10 annual report), and many others. If franchise tax costs are a major concern, check your state’s requirements before forming.
Don’t Confuse Franchise Tax with Income Tax
Franchise tax is owed whether or not your business makes money — it’s a tax on existence, not on income. Your business may also owe state income tax on profits (separate filing, separate payment). Some states have one, some have the other, some have both, and a few have neither.
How to Reinstate a Dissolved LLC or Corporation
If you’ve been dissolved, most states allow reinstatement within a defined window.
Reinstatement Process
- File all delinquent annual reports — every missed year, with current information
- Pay all back taxes and late fees — franchise taxes, penalties, interest
- File a reinstatement application — separate form with an additional fee ($50–$500 depending on state)
- Confirm your registered agent is current — must have an active agent before reinstatement
- Verify your business name is still available — if someone registered it during dissolution, you may need a new name
Reinstatement Windows
- Florida: Must reinstate within 2 years of dissolution
- California: Can reinstate by filing back returns and paying franchise tax + penalties
- Delaware: 3 years to reinstate after revocation; $400 penalty + back taxes
- Texas: 3 years to reinstate after forfeiture
- Wyoming: 2 years to reinstate after dissolution
- New York: Annulled entities can petition for reinstatement
Prevention is cheaper than cure. Reinstatement fees plus back taxes plus penalties often total $500–$3,000+ depending on how many years you missed and which state you’re in. A $100 annual report filed on time every year prevents all of it. Set a calendar reminder the day you form your entity and never miss a deadline.
Annual Compliance Around the World
Every country has its own filing cadence, authorities, and penalties. Key requirements in major jurisdictions.
United Kingdom
Confirmation Statement: Annual filing with Companies House confirming company details are current. £13 online. Due at least once every 12 months from incorporation date.
Annual Accounts: Filed with Companies House within 9 months of accounting year-end.
Corporation Tax Return: Filed with HMRC within 12 months of year-end.
Penalty: Late accounts trigger automatic fines starting at £150.
France
Comptes annuels: Annual accounts filed with the Greffe du Tribunal de Commerce within 6 months of year-end.
Liasse fiscale: Annual tax filing package submitted to the Service des Impôts des Entreprises.
Déclaration sociale: Annual social contribution declaration (DSN for employees).
Penalty: €1,500 fine for late filing of annual accounts; tax penalties for late liasse fiscale.
Singapore
Annual Return: Filed with ACRA within 7 months of AGM (for public companies) or 5 months (private). SGD 60 filing fee.
AGM: Required within 6 months of fiscal year-end for all companies.
Tax Return (Form C-S): Filed with IRAS by November 30.
Penalty: Late filing penalties up to SGD 600; prosecution for persistent non-compliance.
UAE
Trade License Renewal: Annual renewal with the free zone authority or DED. Fees vary by license type and free zone.
Corporate Tax Return: Due within 9 months of fiscal year-end (effective from 2024).
VAT Return: Quarterly filing with the Federal Tax Authority if VAT-registered.
Penalty: AED 10,000 for late tax registration; AED 500–1,000/month for late returns.
Germany
Jahresabschluss: Annual financial statements filed with the Bundesanzeiger (Federal Gazette). Must be filed within 12 months of year-end for small GmbHs.
Steuererklärung: Corporate tax return filed with the Finanzamt.
Handelsregister: Changes in directors, share capital, or address must be registered promptly.
Penalty: Fines starting at €2,500 for late Bundesanzeiger filing.
Canada
Annual Return: Filed with Corporations Canada (federal) by the anniversary of incorporation. CAD $12 online.
T2 Corporate Tax Return: Due within 6 months of fiscal year-end, but taxes owed are due within 2 months.
Provincial filings: Vary by province — Ontario, BC, and Quebec each have their own annual report requirements.
Penalty: Corporation may be dissolved for non-filing of annual returns.
Compliance Tips That Prevent Costly Mistakes
Simple habits that save hundreds in penalties and keep your entity protected.
Calendar Everything Day One
The day you form your entity, calendar every recurring deadline — annual report, franchise tax, registered agent renewal, BOI updates, tax returns. Set reminders 30 days before each deadline. This single habit prevents 90% of compliance failures.
Use a Compliance Service
Many registered agent services include compliance monitoring and filing reminders. Some will even file your annual report for you for a small additional fee ($25–$100). For multi-entity portfolios or busy founders, this automation pays for itself in avoided penalties.
Keep a Compliance Folder
Maintain a digital folder for each entity with formation documents, EIN confirmation, annual report confirmations, franchise tax receipts, and all state correspondence. When it’s time to file, everything is in one place. When an investor asks for compliance records, you’re ready instantly.
Related Guides & Resources
Complete your compliance knowledge with these additional resources.
Registered Agent Guide
Your registered agent receives annual report notices from the state. Keep your agent current to ensure you never miss a deadline.
Read the guide →BOI Filing Guide
Beneficial Ownership Information reporting is a separate compliance obligation from annual reports — don’t confuse the two.
Read the guide →EIN / Tax ID Guide
Your EIN is referenced on annual reports and franchise tax filings. If you don’t have one yet, get it before your first filing is due.
Read the guide →Business Licenses Guide
Annual report compliance is just one obligation. Business licenses also require periodic renewal at the federal, state, and local level.
Read the guide →LLC Formation Guide
Forming your LLC is Step 1. Understanding your annual compliance obligations is Step 2. Read both before you file.
Read the guide →LLC vs. S-Corp
S-Corp election adds payroll tax filings to your compliance calendar. Understand the full compliance picture before electing.
Read the comparison →Annual Reports & Compliance FAQ
Quick answers to the most common annual report questions.
What happens if I miss my annual report deadline?
The consequences escalate: first, late fees ($25–$400 depending on the state). Then loss of good standing (preventing lawsuits, loans, and some business transactions). Finally, administrative dissolution (your entity ceases to exist). The timeline varies — Florida dissolves entities by September 30 if the May 1 report is unfiled; other states give 1–3 years.
How much does an annual report cost?
Filing fees range from $0 to $300 in most states. The outliers: California’s $800 annual franchise tax, Delaware’s franchise tax ($400 minimum for corporations), and Nevada’s $150 annual list plus $500 business license fee. In many states, the total annual compliance cost is under $200.
Do I need to file an annual report the first year?
It depends on the state. Some states (Florida, Nevada) require the first annual report within months of formation. Others (California LLCs) give you a partial exemption in the first year. Check your specific state’s rules — our state guides cover first-year deadlines.
Can I file my annual report myself?
Yes. Most states offer online filing that takes 10–15 minutes. You don’t need a lawyer, accountant, or formation service. Log into your state’s Secretary of State website, search for your entity, review/update your information, pay the fee, and submit. It’s one of the simplest compliance tasks you’ll do.
What’s the difference between an annual report and a tax return?
An annual report is an informational filing with the Secretary of State — it updates your entity’s contact information and leadership. A tax return is a financial filing with the IRS (and/or state tax authority) — it reports your income, expenses, and tax liability. They’re separate filings with different agencies, different deadlines, and different purposes.
Do I need to file annual reports in every state where I do business?
You must file in your state of formation — always. If you foreign-qualify (register to do business) in other states, you’ll have annual report obligations in those states too. This is one reason to carefully consider whether foreign qualification is necessary before registering in additional states.
My LLC was dissolved. Can I get it back?
In most states, yes — if you act within the reinstatement window (typically 2–5 years). File all delinquent reports, pay back taxes and penalties, file a reinstatement application, and confirm your registered agent. Total cost for reinstatement is typically $500–$3,000 depending on how many years you missed and which state.
Do nonprofits file annual reports?
Yes — nonprofits have the same state annual report requirements as for-profit entities. They also have additional IRS obligations: Form 990, 990-EZ, or 990-N annually. Missing 3 consecutive years of Form 990 filings results in automatic revocation of 501(c)(3) status. Nonprofit compliance guide →
Stay Compliant. Stay Protected.
Annual reports keep your entity alive and your liability protection intact. Don’t let a $100 filing slip and cost you thousands.
Free legal education • All 50 US states • No account required
