Annual Reports: What They Are and Why Your Business Must File

An annual report is a state-required filing that confirms your business information is current and keeps your LLC or corporation in good standing. Nearly every state requires this filing, though the name, timing, and specific requirements vary. Despite the simplicity of the document itself, the consequences of not filing are significant, ranging from late fees to administrative dissolution of your business.

Your annual report provides the state with updated information about your company:

• Your business’s legal name and any DBAs
• Principal office address
• Registered agent name and address
• Names and addresses of officers, directors, or members
• Basic information about business activities

Failing to file on time triggers escalating consequences that affect your ability to operate, borrow money, and protect yourself legally. Eco-fyle’s Annual Report service handles the filing on your behalf, ensuring your business stays compliant and in good standing.

What Is an Annual Report?

An annual report is a document filed with the state that confirms your business’s basic information is accurate. States require this filing to maintain current records of businesses operating within their borders and to provide the public with reliable company information. When someone searches for your business in state records, the annual report ensures what they find is up to date.

Why States Require This Filing

States have a legitimate interest in knowing which businesses are operating within their borders, who runs them, and how to reach them. Business details change frequently. Companies move offices, change registered agents, add or remove officers, and restructure their management. Without a mechanism to capture these changes, state records would become outdated within months. The annual report serves as a regular check-in that keeps official records accurate.

This matters for more than just government record-keeping. Banks, lenders, potential business partners, and customers often check state records before entering into relationships with a company. An up-to-date filing signals that the business is active and compliant. A missing or outdated filing raises questions about whether the company is still operating or in good standing.

The Naming Confusion

The term “annual report” can be misleading. Not all states require yearly filings. Some require biennial (every two years) submissions, and a few have other schedules. The report also goes by different names depending on the state:

• Statement of Information (California)
• Annual List (Nevada)
• Periodic Report (various states)
• Business Entity Report (various states)
• Annual Registration (various states)
• Decennial Report (some states require filings every 10 years in addition to or instead of annual filings)

The name differs, but the function is identical: confirming your business is active and your information is current.

Who Needs to File an Annual Report?

Most business entities registered with a state must file annual reports:

• Limited Liability Companies (LLCs)
• S Corporations
• C Corporations
• Nonprofit organizations
• Professional corporations

Sole proprietorships and general partnerships do not file annual reports because they are not separate legal entities registered with the state. There is no state registration to keep current. However, if a sole proprietor has registered a DBA (doing business as) name, some states require periodic renewal of that registration, which functions similarly.

Multi-State Businesses

If your business is registered in multiple states through foreign qualification, you need to file annual reports in each state where you’re authorized to operate. A Delaware LLC doing business in California, Texas, and New York files four separate reports, each with its own deadline, form, and fee. The administrative burden scales with your geographic footprint, which is why many multi-state businesses turn to professional services to manage compliance across all jurisdictions.

Initial Reports

Some states require an initial report shortly after your business is formed, separate from the ongoing annual report requirement. California, for example, requires a Statement of Information within 90 days of formation for LLCs and corporations. This initial filing establishes your company’s information in state records before the regular annual cycle begins. Missing this initial deadline can result in penalties before your business has even completed its first year of operation.

States That Don’t Require Annual Reports

A few states do not require annual reports for certain entity types:

• New Mexico does not require LLCs to file annual reports
• Ohio has no annual report requirement for LLCs

However, these states may still impose other periodic filings or fees. Ohio, for example, doesn’t require an annual report but does require LLCs to update their registered agent information when it changes. Requirements evolve, so verify your specific state’s current rules before assuming you’re exempt.

What Information Is Included in an Annual Report?

Requirements vary by state, but most annual reports request similar categories of information.

Business identification: Your company’s legal name, any fictitious names (DBAs), and your state-issued business ID or filing number. If your business has changed its name since the last filing, this is where you report the new name (though a formal name change amendment is typically required separately).

Principal office address: The main address where your business operates. This may differ from your registered agent address and from addresses listed in previous filings if you’ve relocated. States want to know where your actual business operations are conducted.

Registered agent information: The name and physical address of your registered agent in that state. The annual report is often the simplest place to update registered agent information when you’ve made a change, rather than filing a separate change of agent form. If your registered agent has moved or you’ve switched to a new agent, include the current information here.

Management information: For LLCs, this typically includes names and addresses of members or managers, depending on whether the LLC is member-managed or manager-managed. For corporations, this includes officers (president, secretary, treasurer, and sometimes additional titles) and directors. States want to know who is responsible for running the company and how to contact them.

Business activity: Some states ask for a brief description of what your business does or request your NAICS code to categorize your industry. This helps states track economic activity and industry trends within their borders.

Financial Information and Franchise Taxes

Certain states collect financial information through the annual report to calculate franchise taxes owed. In these cases, the report serves double duty, updating your company information and determining your tax obligation. Delaware, for example, calculates franchise tax for corporations based on either the authorized shares method or the assumed par value capital method, with amounts ranging from $175 to over $200,000 depending on your corporate structure. The annual report is where you provide the information needed for this calculation.

When Is Your Annual Report Due?

Due dates vary significantly by state, and there are two common approaches that states use to set deadlines.

Anniversary-Based Deadlines

Some states tie your deadline to your formation anniversary. If you formed your LLC on March 15, your annual report is due each year on or around March 15. This approach spreads filing volume throughout the year for the state but requires each business owner to track their specific date. States using this approach include Texas, where reports are due annually by the anniversary of the filing date.

Fixed Deadlines

Other states use a fixed date. All businesses of a certain type file by the same deadline regardless of when they were formed. Florida requires all LLCs and corporations to file by May 1 each year. Delaware corporations must file by March 1. This approach is easier to remember but creates a crush of filings around the deadline.

The Reminder Problem

Many states have eliminated reminder notices due to budget constraints. California, for example, no longer sends reminder postcards for Statement of Information filings. The burden falls entirely on business owners to track their own deadlines. Missing your due date by even one day can trigger late fees, and you may not realize you’ve missed it until penalties have accumulated or your good standing has been affected.

Filing Frequency by State

Most states require annual filings, but exceptions exist:

• Annual: California, Florida, Texas, Illinois, Georgia, and most other states
• Biennial (every 2 years): Indiana, New York, Maryland, Pennsylvania
• No report required: New Mexico (LLCs), Ohio (LLCs)
• Decennial (every 10 years): Some states require additional filings on this schedule

These rules change. A state that required biennial reports five years ago may now require annual filings. Always verify current requirements with your state’s Secretary of State office or use a compliance service that tracks these changes for you.

What Happens If You Don’t File?

Consequences escalate the longer you wait, and they’re more serious than many business owners expect. What starts as a late fee can ultimately threaten your business’s legal existence.

Late Fees and Penalties

States charge penalties for late filing, and the amounts vary considerably:

• California imposes a $250 penalty for corporations that file their Statement of Information late
• Illinois charges $100 for LLCs that miss their annual report deadline
• Delaware adds $200 plus 1.5% monthly interest on unpaid franchise taxes
• Florida charges $400 for late filing, on top of the standard filing fee

These fees accumulate, and some states increase penalties the longer you delay. A report that’s one month late may cost less than one that’s six months late.

Loss of Good Standing

Until your report is filed and accepted, your business is not in good standing with the state. This status appears in public records and affects your ability to operate normally in ways that may not be immediately obvious.

Financing complications: Banks and lenders routinely check state records before approving loans or lines of credit. A business not in good standing may be denied financing or face additional scrutiny. Some lenders require a Certificate of Good Standing as part of their documentation.

Contract issues: Potential business partners, landlords, and even some customers check state records before entering into significant contracts. A company not in good standing raises questions about reliability and stability.

Licensing barriers: You may be unable to obtain or renew business licenses, professional licenses, or permits while not in good standing. This can directly prevent you from operating in regulated industries.

Expansion blocked: If you’re trying to expand into other states through foreign qualification, that process halts until your home state status is resolved. States require a Certificate of Good Standing from your home state as part of the foreign qualification application.

Administrative Dissolution

States can administratively dissolve an LLC or revoke a corporation’s authority to do business for failure to file required reports. California can suspend or forfeit an entity’s powers for failure to file the Statement of Information. Texas can forfeit a business’s right to transact business in the state.

A dissolved business can only conduct activities necessary to wind up its affairs. It cannot enter new contracts, pursue new business opportunities, or continue normal operations legally. The business name may become available for others to use, and attempting to conduct regular business operations while dissolved can expose individuals to personal liability.

Loss of Liability Protection

When a business entity is administratively dissolved, the liability shield that protected owners from business debts may disappear. The limited liability protection that makes LLCs and corporations attractive, the separation between personal assets and business obligations, depends on the entity being in good legal standing.

Personal assets that were previously protected could become exposed to business creditors and legal judgments. A lawsuit filed against a dissolved business might reach through to the owners’ personal bank accounts, homes, and other assets.

Loss of Court Access

A business not in good standing may be barred from bringing lawsuits in state court. If a customer owes your business money, a contractor breaches an agreement, or you need to enforce a contract, you may be unable to file suit until you restore your good standing. Meanwhile, others can still sue your business. You lose the ability to pursue claims but remain exposed to claims against you.

Reinstatement Is Possible, But Costly

Most states allow reinstatement of a dissolved business. The process typically requires:

• Filing all overdue annual reports
• Paying accumulated fees, penalties, and interest
• Submitting reinstatement paperwork
• Paying a reinstatement fee

Texas charges a $75 reinstatement fee for LLCs plus all past-due fees and penalties. California requires a Certificate of Revival plus payment of all back taxes and penalties. The process works, but it costs significantly more than filing on time, and some states limit how long you have to reinstate. Wait too long, and you may need to form an entirely new business entity.

Annual Reports vs. Franchise Taxes

Some states impose franchise taxes alongside or instead of annual report fees. Understanding the difference helps you budget accurately and avoid surprises.

A franchise tax is a fee for the privilege of being organized or doing business in a state as a particular entity type. Despite the name, it has nothing to do with business franchising. States view it as the cost of providing the legal framework that allows your LLC or corporation to exist and operate with its associated benefits.

How Franchise Taxes Are Calculated

Different states use different calculation methods, which can result in dramatically different tax amounts:

Flat fee: Some states charge every business the same amount regardless of size. This is simple but can be disproportionately burdensome for small businesses.

Revenue-based: Tax calculated as a percentage of gross receipts. Texas uses this approach with its franchise tax (called a “margin tax”), though small businesses below certain revenue thresholds owe nothing.

Asset-based: Tax based on total assets or capital. This can result in high taxes for asset-heavy businesses even if they’re not particularly profitable.

Share-based: For corporations, tax based on authorized or issued shares. Delaware uses this method as one option for calculating corporate franchise tax.

Notable State Examples

Delaware is known for its corporate franchise tax. The minimum is $175 for corporations, but the amount can reach over $200,000 for large companies depending on authorized shares or assumed par value capital. LLCs pay a flat $300 annual tax.

California imposes an $800 minimum franchise tax on LLCs and corporations, regardless of income. This applies even to businesses that lose money or generate no revenue during the year.

Texas charges a franchise tax based on revenue, with rates varying by business type. However, businesses with less than $2.47 million in total revenue (as of recent thresholds) owe no franchise tax.

Filing Timing

In some states, the franchise tax is paid with the annual report as a single filing. In others, they are separate filings with different due dates. Delaware corporations, for example, file their annual report and pay franchise tax by March 1, while Delaware LLCs pay their $300 annual tax by June 1. Know which approach your state uses to avoid missing either deadline.

The Filing Process

Filing an annual report follows a predictable sequence, though the details vary by state.

Step 1: Determine Your Deadline

Check with your state’s Secretary of State office or business filing agency. Confirm whether your state uses an anniversary-based deadline or a fixed date, and note any grace periods that might apply. Some states provide a window of several weeks before or after the official deadline. Others enforce the date strictly.

Step 2: Gather Required Information

Collect current details about your business before starting the form. You’ll typically need:

• Your state-issued business ID or filing number
• Current principal office address
• Registered agent name and current address
• Names, titles, and addresses of officers, directors, or members
• Any changes since your last filing

If anything has changed since your last filing, have the updated information ready. The annual report is your opportunity to get state records up t0 date.

Step 3: Complete the Form

Most states offer online filing through their Secretary of State website, which is typically the fastest option and provides immediate confirmation. Some states have moved entirely to electronic filing and no longer accept paper forms. Others still provide downloadable forms that can be completed and mailed.

Online systems often pre-populate information from your previous filing, allowing you to review and update only what’s changed. This reduces errors and speeds the process.

Step 4: Pay the Filing Fee

Fees range from $0 (Ohio, which has no annual report for LLCs) to over $500 for certain entity types in certain states. Most fall between $25 and $150. Some states also require franchise tax payment at this time, which can significantly increase the total.

Payment methods vary. Some states accept credit cards online, others require checks for mailed filings. Online payments may include a convenience fee.

Step 5: Submit and Retain Confirmation

After filing, keep your confirmation receipt or filed document for your records. This serves as proof of compliance if questions arise later. Online systems typically provide an immediate confirmation number. Mailed filings should include a stamped copy returned to you once processed.

Multi-State Complexity

Businesses registered in multiple states repeat this process for each state of registration. A company registered in five states files five separate reports, tracks five different deadlines, completes five different forms, and pays five separate fees. Each state has its own requirements, its own system, and its own timing. This is where the administrative load becomes significant, and where missed deadlines become more likely.

Best Practices for Managing Annual Report Compliance

Staying compliant requires attention to deadlines and details, but a systematic approach keeps everything manageable.

Create a Compliance Calendar

Different states have different deadlines, and they don’t coordinate with each other. Build a calendar that tracks all filing obligations across every state where you’re registered. Include not just annual reports but also franchise tax due dates, registered agent renewals, and business license expirations. Set reminders well in advance of each deadline, at least 30 days, to allow time for gathering information and completing filings.

Keep State-Specific Records

Maintain organized records for each state where you’re registered:

• Original formation or qualification documents
• Each year’s annual report filing and confirmation
• Registered agent information and any changes
• Tax registrations and payment records
• Business licenses and permits with renewal dates

When you need to file next year’s report or respond to a state inquiry, having organized records makes the process faster and reduces errors.

Monitor for Changes

States periodically change their requirements: new fees, different filing schedules, additional information required. A state that sent reminder notices may stop sending them. A form that was acceptable last year may be revised. Stay informed about changes in each state where you’re registered, or work with a service that tracks these changes for you.

Consider Professional Support

The complexity of managing different state requirements, forms, and deadlines makes professional services a practical investment for many businesses. The cost of compliance support is typically far less than the penalties, back taxes, and legal complications that result from missed requirements. Eco-fyle tracks deadlines across all your states of registration and ensures every filing is completed accurately and on time.

Ready to File Your Annual Report? Eco-fyle Is Here to Help

Maintaining good standing is an ongoing responsibility that continues as long as your business exists. Each year brings another deadline, another form, another fee, and missing any of them creates problems that cost more to fix than to prevent.

Eco-fyle prepares and files your annual report accurately and on time. Backed by Eco-Tax’s 20 years of experience supporting small businesses, we handle the details so you can focus on running your business with confidence and clarity.

Key Takeaways

1. Annual reports are required in most states. LLCs, corporations, and nonprofits must file to keep state records current and maintain good standing. Sole proprietorships and general partnerships are generally exempt.

2. Due dates and requirements vary significantly by state. Some states use your formation anniversary, others have fixed deadlines. Fees range from $0 to over $500. Some states require biennial filing, and a few don’t require reports at all for certain entity types.

3. Missing your filing triggers escalating consequences. Late fees come first, then loss of good standing, then administrative dissolution. Dissolved businesses lose liability protection and court access. Reinstatement is possible but costs more than filing on time.

4. Multi-state businesses have multiple filings. Each state of registration requires its own annual report with its own deadline, form, and fee. The administrative burden scales with your geographic footprint.

5. Professional services reduce complexity and risk. Expert review prevents errors, and centralized deadline tracking ensures nothing is missed across multiple states. The cost of compliance support is typically far less than the cost of penalties and complications from missed filings.

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