Forming a company is a one-time event. Keeping it alive is a recurring one. Most states require LLCs and corporations to file a report and pay a fee or tax on a regular schedule, and the consequences of missing them build quietly.
Fall far enough behind and the state can administratively dissolve your company, often without a court and often without you noticing until a bank, a lender or a client asks for proof that your business is in good standing. Here is what these filings are, how the deadlines work, and how to make sure you never miss one.
What is an annual report?
An annual report is a short filing with your state's business registry, usually the secretary of state, that confirms or updates your company's basic information. It typically covers:
- Your legal name and principal office address
- Your registered agent and registered office
- The people who run the company, such as managers or members for an LLC, or officers and directors for a corporation
It is not a financial report. Most states do not ask for financial statements, although some ask for certain figures to calculate what you owe.
The name varies. You may see annual report, annual registration, statement of information, periodic report or biennial report. Some states require the filing every two years instead of every year, and a handful do not require LLCs to file one at all.
What is a franchise tax?
A franchise tax is a state tax on the privilege of existing as, or doing business as, a company in that state. It is separate from income tax, and in many states you owe it whether or not the business made a profit.
States calculate it differently. Some charge a flat amount. Others base it on revenue, net worth or capital, or, for some corporations, on the company's shares. Some states call it something else entirely, such as a privilege tax or minimum tax, or roll the cost into the annual report fee. Some states have no franchise tax at all.
How Delaware does it
Delaware is the best-known example, and it treats LLCs and corporations differently:
- Delaware LLCs do not file an annual report, but they owe a flat $300 annual tax due June 1.
- Delaware corporations file an annual report and pay franchise tax, both due March 1. The tax amount depends on the corporation's share structure.
How due dates are set
There is no national calendar. States generally follow one of a few patterns:
- One fixed date for every entity of a given type
- Your formation anniversary, either the month or the exact date
- Your tax year, common for franchise taxes paid alongside a state tax return
- Every other year, in states with biennial reports
Some states also require an initial report shortly after formation, while others start with the first annual report the following year. Look up your state's schedule the same week you form. Our state guides list the filing pattern for each state.
What happens when you miss a deadline
The consequences tend to escalate in stages.
Late fees and penalties
Most states add a late fee or penalty, and unpaid taxes can accrue interest. At this stage, catching up is usually simple.
Loss of good standing
Your company falls out of good standing, and you will not be able to get a certificate of good standing until you catch up. That matters more than it sounds. Banks, lenders, investors, larger clients and other states (when you register to do business there) often ask for one.
Administrative dissolution
If the filings stay overdue, the state can administratively dissolve your company, or revoke, forfeit or suspend it, depending on the state's terminology. At that point:
- Your business name may become available for someone else to register.
- Some states restrict a company that is not in good standing from bringing a lawsuit in state court until it is reinstated.
- In some states, people who keep doing business through a dissolved company can face personal liability for obligations incurred during that time.
- If your company is registered as a foreign entity in other states, those registrations can lapse too.
Can you reinstate a dissolved company?
Usually, yes. Reinstatement typically means filing the missing reports, paying overdue fees and taxes, paying penalties and a reinstatement fee, and in some states getting a tax clearance from the state's tax agency.
Some states limit how long after dissolution you can reinstate. Past that window, you may have to form a new company. Depending on the state, reinstatement may or may not cover the gap retroactively, so treat it as a repair, not a plan.
Every recurring deadline, in one place
Annual reports are not the only recurring obligations. Here is what to put on the calendar.
| Deadline | Filed with or paid to | Typical timing |
|---|---|---|
| Annual or biennial report | State business registry, often the secretary of state | Fixed date, anniversary month or tax-year based, depending on the state |
| Franchise or privilege tax | State tax agency or business registry | Varies; often with the annual report or the state tax return |
| Delaware LLC annual tax | Delaware Division of Corporations | $300, due June 1 |
| Delaware corporation annual report and franchise tax | Delaware Division of Corporations | Due March 1 |
| Foreign registrations in other states | Each state where you are registered | Each state's own schedule |
| Registered agent service | Your registered agent provider | Usually an annual renewal |
| Local business licenses | City or county | Often annual |
| Federal income tax return (calendar-year businesses) | IRS | March 15 for partnerships and S corporations; April 15 for C corporations and for single-member LLCs reported on the owner's return |
Federal due dates move to the next business day when they fall on a weekend or legal holiday, and extensions are available for filing, though not for paying tax owed.
Why your registered agent matters here
Your registered agent receives official mail on your company's behalf, including state reminders and notices that you are falling behind. If the agent's address is out of date or the service lapses, those warnings never reach you. In many states, failing to maintain a registered agent is itself grounds for dissolution. Keep the agent current, and keep your own contact details with the agent current too.
Watch out for look-alike notices
Because business filings are public, owners often receive official-looking letters from private companies offering to file an annual report or supply a certificate of good standing for a fee. Some are legitimate paid services and some are misleading. Before paying, confirm what you actually owe on your state's official website, and pay the state directly or through a service you chose yourself.
How to stay ahead
- Find every deadline when you form. Note your entity number and save your login for the state's business portal.
- Set two reminders. One about 60 days out and one about 30 days out.
- Update the state when things change. New address, new managers or officers, new registered agent. Some states let you update this on the annual report; others require a separate filing.
- Keep a compliance file. Save a copy of every report you file and every receipt.
- Track each state separately. If you are registered in more than one state, each has its own schedule.
If you have just formed your company, add these dates to your first 30 days checklist.
If you would rather hand this off, our Premium plan includes worry-free compliance, which tracks your state deadlines and files your annual reports. It is also available on any plan as an add-on for $99 the first year, then $199 a year. See pricing for details.
Bottom line
Annual reports keep your company's public record current, and franchise taxes are what many states charge to keep your company in existence. Neither is complicated, but both are easy to forget, and missing them can cost you good standing, your business name and eventually the company itself. Look up your state's schedule the week you form, keep your registered agent and contact details current, set reminders well ahead of every deadline, and if you do fall behind, catch up quickly while reinstatement is still simple.
This article is general information, not legal or tax advice. For decisions about your situation, talk to an attorney or a tax professional.