Overview
An annual report is a state-level filing required to keep your LLC in good standing. It is filed with the Secretary of State (or equivalent agency) in the state where your LLC was formed. This is completely separate from any federal filing with the IRS.
The purpose of an annual report is simple. The state wants to confirm two things: your LLC still exists, and its basic information is current. This includes your registered agent (the company that receives official mail for your LLC), your address, and your members or managers. Think of it as the state checking in once a year to make sure your LLC is still active.
Different states use different names for this filing:
- Annual report: used by most states, including Florida and Wyoming
- Franchise tax: an annual state business tax. Used by Delaware instead of an annual report (LLCs pay a flat $300 per year).
- Statement of information: used by California (filed every two years, not annually)
- Periodic report: used by some states as an alternative term
Regardless of the name, the core requirement is the same. File the required document and pay the fee by the state's deadline. If you miss it, your LLC loses its good standing (meaning it is no longer officially active with the state) and may eventually be dissolved.
Who Must File
If your LLC is formed or registered in a US state, you almost certainly have an annual report obligation. This applies whether you are a US resident or a foreign owner.
You must file an annual report if:
- Your LLC was formed in a state that requires annual or periodic filings (the vast majority of states)
- Your LLC is registered as a foreign entity in any additional states
- Your LLC is active in the state's records. This applies even if your LLC has no income, no employees, and no US activity.
A few states do not require annual reports for LLCs:
- New Mexico: no annual report required. You only need to update the Secretary of State if your registered agent or address changes.
- Ohio: no annual report for LLCs (corporations must file)
- Missouri: no annual report for LLCs
For every other state, the filing is mandatory. There is no exemption for foreign-owned LLCs, zero-income LLCs, or LLCs that have not conducted business during the year.
Multiple states = multiple filings. If your LLC is registered in more than one state, you must file a separate annual report in each state. For example: formed in Wyoming but also registered in California? You file in both states.
What Gets Reported
Annual reports are not financial statements. The state is not asking about your revenue, expenses, or taxes. The state only wants basic information about your LLC. It wants to confirm that your details on file are still correct.
Typical information required on an annual report:
- LLC legal name (as registered with the state)
- Principal business address
- Mailing address (if different from principal address)
- Registered agent name and address in the state
- Names and addresses of members or managers
- Nature of business (brief description of what the LLC does)
- State of formation (if filing as a foreign LLC in another state)
Some states ask for additional information:
- Delaware: no report filed. Only the $300 franchise tax payment is required. No information is submitted.
- Florida: also asks for federal EIN and the LLC's management structure (member-managed or manager-managed)
- Wyoming: asks for a declaration of assets located in Wyoming (used to calculate the annual report fee; most LLCs report $0 in Wyoming assets and pay the $60 minimum)
We Handle Your State Filing
Annual report preparation, state submission, and good standing verification. $99 service fee + state fees at cost.
State-by-State Guide
The three most common states for foreign-owned US LLCs are Delaware, Wyoming, and Florida. Each has different deadlines, fees, and consequences for non-filing.
Delaware
Delaware does not require LLCs to file an annual report. Instead, every LLC formed in Delaware must pay an annual franchise tax of $300 to the Division of Corporations.
- What's required: Payment of $300 franchise tax (no report or information filing)
- Deadline: June 1 each year (for the prior calendar year)
- State fee: $300 flat. No variation based on income or assets.
- Late penalty: $200 flat penalty + 1.5% interest per month on the unpaid tax and penalty
- Consequence of non-payment: Loss of good standing certificate. Continued non-payment leads to administrative forfeiture (the state voids your LLC).
- Reinstatement: Certificate of Revival filing: $200 + all unpaid franchise taxes + penalties + accumulated interest. Processing takes 10–15 business days
All-inclusive price with our service: $399 ($99 service fee + $300 state franchise tax)
Florida
Florida requires every LLC to file an annual report through the Sunbiz portal (the Florida Division of Corporations' online filing system).
- What's required: Annual report filing via Sunbiz. Updates entity information on state records.
- Deadline: May 1 each year
- State fee: $138.75 (if filed on time, January 1 – May 1)
- Late fee: $400 additional penalty if filed after May 1 (total: $538.75)
- Consequence of non-filing: If not filed by the third Friday of September, Florida dissolves your LLC. This happens at the close of business on the fourth Friday of September.
- Reinstatement: $100 reinstatement fee + annual report fees for each missed year. Must be filed within 10 years of dissolution
All-inclusive price with our service: $237.75 ($99 service fee + $138.75 state fee)
Wyoming
Wyoming requires every LLC to file an annual report with the Secretary of State. Unlike most states, Wyoming's deadline is based on your LLC's formation date, not a fixed calendar date.
- What's required: Annual report filing. Includes a declaration of Wyoming assets (used to calculate the fee).
- Deadline: First day of the anniversary month of formation. If your LLC was formed on August 15, your annual report is due August 1 each year
- State fee: $60 minimum (for LLCs with $300,000 or less in Wyoming assets). Fee increases for LLCs with more than $300,000 in Wyoming assets
- Late penalty: LLC becomes delinquent the day after the deadline. Administratively dissolved if not filed within 60 days of the due date
- Consequence of non-filing: Administrative dissolution after 60 days. Once dissolved, you have 2 years to apply for reinstatement
- Reinstatement: $50 if dissolved for failure to file annual reports. $300 if dissolved for failure to maintain a registered agent. Back annual report fees also apply
- Early filing: You can file up to 120 days before your due date
All-inclusive price with our service: $159 ($99 service fee + $60 state fee)
Other Common States
Texas: LLCs must file a franchise tax Public Information Report (PIR) annually by May 15. The franchise tax has a no-tax-due threshold of $2.65 million (2026). Most small LLCs owe no tax. But you must still file the report. If you don't file, Texas can revoke your right to do business there.
California: LLCs must file a Statement of Information every two years (not annually) with the Secretary of State ($20 filing fee). Separately, California charges an $800 annual franchise tax regardless of income. Late Statement of Information filing incurs a $250 penalty.
We cover all 50 states. If your LLC is formed in a state not listed above, contact us and we will confirm your state's requirements, deadline, and fees.
Avoid Late Penalties - Up to $400
We file your annual report before the deadline. $99 service fee + state fees at cost, no surprises.
What's Included in the Service
- Deadline tracking: We track your state's filing deadline and begin the process in advance, so you never miss it.
- Report preparation: We prepare the annual report (or franchise tax payment for Delaware) with accurate, current entity information.
- State submission: We file the report through the state's official portal on your behalf and pay the state fee.
- Filing confirmation: You receive confirmation once the state accepts the filing, for your compliance records.
- Good standing verification: After filing, we verify that your LLC is in good standing with the state.
What We Need From You
To prepare and file your annual report, we need:
- Your LLC's legal name (as registered with the state)
- Your state of formation
- The name and address of your current registered agent
- Names and addresses of all members or managers
- Your LLC's principal business address
- Confirmation that the information on file is still current (or any updates needed)
Most clients provide this information in under 10 minutes. If you are an existing client, we likely already have most of it on file.
How It Works
The filing process follows four steps:
- 1. Tell us your state and LLC details: Provide your LLC name, state of formation, and current entity details. If you are an existing client, we will confirm what we already have on file.
- 2. We prepare your filing: We prepare the annual report (or franchise tax payment) with your current information and confirm the state fee for your state.
- 3. You review and approve: We send you the completed filing for review before submission. Confirm the details are correct and approve the state fee payment.
- 4. Filed, confirmed, done: We submit the filing through the state's portal, pay the state fee, and send you the filing confirmation. Your LLC remains in good standing.
Deadlines Calendar
Annual report deadlines are not like the IRS April 15 deadline. Each state sets its own deadline, and some states use your LLC's formation date rather than a fixed calendar date.
Key state deadlines:
| State | Deadline | Filing type | Late penalty |
|---|---|---|---|
| Delaware | June 1 | Franchise tax payment ($300) | $200 + 1.5%/month interest |
| Florida | May 1 | Annual report (Sunbiz) | $400 if filed after May 1 |
| Wyoming | First day of your formation month | Annual report | Dissolved after 60 days |
| Texas | May 15 | Franchise tax Public Information Report | Loss of right to do business in Texas |
| California | Formation anniversary (every 2 years) | Statement of Information | $250 penalty |
Missing your state's deadline does not just mean a late fee. In most states, it starts a countdown toward administrative dissolution (when the state officially closes your LLC for not filing). For example: miss Wyoming's deadline by 60 days and your LLC ceases to exist. You lose your legal protection and your business name.
Consequences of Non-Filing
Failing to file your annual report is not like being late on a credit card payment. The consequences escalate quickly and can result in your LLC ceasing to exist.
Stage 1: Late Fees and Penalties
Most states impose immediate penalties for late filing:
- Delaware: $200 flat penalty + 1.5% monthly interest on tax and penalty
- Florida: $400 additional fee (total filing cost jumps from $138.75 to $538.75)
- Wyoming: LLC becomes delinquent the day after the deadline
Stage 2: Loss of Good Standing
Once your report is overdue, your LLC loses its Certificate of Good Standing. This matters because:
- Banks may freeze or close your business account
- Payment processors (Stripe, PayPal) may suspend your account
- You cannot obtain business licences or permits in most jurisdictions
- Contracts and business agreements may require proof of good standing
- Other states where your LLC is registered may revoke your foreign registration
Stage 3: Administrative Dissolution
If the filing remains overdue past the state's grace period, the state dissolves your LLC:
- Florida: Dissolved on the fourth Friday of September if you have not filed by the third Friday of September.
- Wyoming: The state dissolves your LLC 60 days after you miss the deadline.
- Delaware: The state voids your LLC for continued non-payment of franchise tax
Administrative dissolution means your LLC no longer legally exists. You lose your liability protection. Your business name may be taken by someone else. Any contracts or accounts linked to your LLC may stop working.
Stage 4: Reinstatement
Reinstatement (getting your LLC reopened after the state closed it) is possible in most states. It involves extra fees and paperwork:
- Delaware: $200 revival filing fee + all back taxes ($300/year) + penalties ($200/year) + accumulated interest. Total reinstatement cost for a 3-year lapse can exceed $2,000
- Florida: $100 reinstatement fee + $138.75 annual report fee for each missed year. Must be filed within 10 years
- Wyoming: $50 reinstatement fee (for annual report failure) + back annual report fees ($60/year). Must be filed within 2 years
Don't Let Your State Dissolve Your LLC
Annual report filed for $99 + state fees at cost. We handle the deadline, the filing, and the state fee payment.
Think Your LLC Is Dormant, So You Do Not Need to File?
This is the most common misconception among foreign LLC owners. It is also the most expensive one.
Your LLC's activity level has no bearing on the annual report requirement. It does not matter whether your LLC earned $1 million or $0, or whether it had 100 transactions or none. The state still requires you to file.
Common scenarios where owners wrongly believe they are exempt:
- "My LLC had no income this year": Filing is still required. Income is irrelevant.
- "I am closing my LLC soon": Filing is required until the LLC is formally dissolved through the state.
- "I already filed Form 5472 with the IRS": Form 5472 is a federal filing. The annual report is a state filing. They are completely separate.
- "I did not know my state required this": Not knowing does not create an exemption.
- "My LLC is dormant": There is no "dormant" status that exempts you from annual reports in any state.
The annual report is the price of keeping your LLC alive. Stop filing and the state assumes you have abandoned it.
Pricing
Our service fee is $99 regardless of which state your LLC is in. State fees are passed through at cost. We do not mark them up.
Choose your state
Select your LLC's formation state to see the all-inclusive price.
Select your state →What's included in the $99 service fee:
- Deadline tracking and proactive filing
- Annual report preparation with current entity information
- Submission through the state's official portal
- State fee payment on your behalf
- Filing confirmation for your records
- Good standing verification after filing
Already an existing client? If we handle your Form 5472 filing, we already have most of the information needed for your annual report. The process is even faster.
Common Questions
What happens if I miss the deadline?
You will face late fees immediately (Florida charges a $400 penalty for filing even one day late). If the filing stays overdue past the state's grace period, the state will dissolve your LLC. That means it is removed from the state's records. Reinstatement is possible but involves additional fees, back filings, and penalties. See the Consequences of Non-Filing section above.
What is an annual report, and is it the same as a tax return?
No. An annual report is a state-level compliance filing. It updates the state on your LLC's basic information: name, address, registered agent, and members. It is not a tax return, not a financial statement, and has nothing to do with the IRS. Think of it as a registration renewal. The state is confirming that your LLC still exists and its details are current.
When is my annual report due?
It depends on your state. Delaware's annual franchise tax (the $300 state business tax) is due June 1. Florida's annual report is due May 1. Wyoming's is due on the first day of the month your LLC was formed. Texas is May 15. California's Statement of Information is due on your formation anniversary, every two years. If you are unsure, contact us. We will confirm your deadline.
My LLC was formed in Wyoming but I live outside the US. Do I still need to file?
Yes. The annual report obligation is based on where your LLC is formed, not where you live. If your LLC is formed in Wyoming, you must file Wyoming's annual report regardless of your country of residence. The same applies to every other state that requires annual reports.
Can I file the annual report myself?
You can file annual reports directly through your state's portal. Florida uses Sunbiz. Wyoming uses WyoBiz. Delaware uses the Division of Corporations website. However, each state has its own portal, its own process, and its own quirks. For foreign LLC owners unfamiliar with US state systems, our service eliminates the risk of filing errors or missed deadlines.
Ready to File Your Annual Report?
Keep your LLC in good standing. $99 service fee + state fees at cost.