Guide 06 · The filings after formation

Annual reports and franchise taxes: the filings that keep a US company alive

Forming the company is the event founders celebrate. Keeping it alive is a calendar. Most states ask for something every year or two — a report, a list, a tax, or some combination — and the states disagree about almost everything: what it is called, who files it, when it is due, and what it costs. This guide lays out the patterns with the states our sources cover, so you can see which rhythm your company is actually on.

Three rhythms: annual, biennial, and nothing at all

There is no single American rule. In most states, most entities file a periodic report — annual in most places, biennial in some — with the office that holds the company's charter, and that filing is usually where the registered agent's details are restated. But a real minority of states ask LLCs for nothing on a schedule at all, and a few states replace the report with a tax filing handled by a different agency entirely. Treating every state as if it worked like the one you formed in first is how deadlines get missed.

The entity type matters as much as the state. In several states below, an LLC and a corporation formed in the same state live under completely different rules — one files nothing, the other files every year. Read the row for your state and the column for your entity type, not just the state name.

The states, side by side

Two more patterns worth knowing: New York LLCs and corporations file a biennial statement with the Department of State for a $9 fee, and most New York LLCs separately owe the Department of Taxation and Finance an annual filing fee on Form IT-204-LL, scaled to New York-source gross income from $25 to $4,500, and New Mexico LLCs and South Carolina LLCs file no annual report with the Secretary of State, while Missouri LLCs file none and Missouri corporations file an annual registration report. The full picture is fifty variations, not one rule with exceptions.

A tax is not a report, and a report is not a tax

Delaware makes the distinction cleanest. A Delaware LLC pays an annual tax — $300, due June 1 — and files no annual report at all. Paying is the whole obligation; there is no form restating your agent or your managers. A Delaware corporation, by contrast, files an annual report together with its franchise tax, due March 1, which is why March 1 is the year's most consequential deadline in that state. If you assume the LLC works like the corporation, you will wait for a report form that never comes; if you assume the corporation works like the LLC, you will miss the filing that matters.

Texas splits the job between two agencies. There is no Secretary of State annual report. The yearly filing is the Comptroller's franchise-tax Public Information Report, and that is the filing where agent details surface. The practical consequence is that two public records exist — the Secretary of State record and the Comptroller record — and they need to stay consistent with each other. A change made in one place does not automatically rewrite the other.

What the filing actually does

These filings look like paperwork for its own sake until you see what rides on them. The periodic filing is, in most states, the moment the public record is refreshed: the registered agent is restated in California's Statement of Information, in Nevada's annual list, in Florida's annual report, and in Washington's annual report, among others. If your agent changed and the report still names the old one, the public record — the one a process server, a bank, or a state office will actually consult — is wrong, and it stays wrong until a filing corrects it.

Filing on time is also what keeps the company in good standing: the state's confirmation that the entity exists, is current on its obligations, and can prove it. Banks, payment processors, counterparties, and other states (when you register to do business in one) ask for that proof. Good standing is not a permanent status earned at formation. It is renewed, filing by filing.

What happens when you miss

• Late fees. Florida is the plain example: the annual report window runs January 1 to May 1, the report costs $138.75, and filing after May 1 adds a flat $400. A filing that would have been routine in March becomes expensive in June — and dissolved by autumn.
• Suspension. In California the two tracks are separate: a late Statement of Information draws a $250 penalty through the Secretary of State, while suspension for unpaid franchise tax — the $800 — is the Franchise Tax Board’s track. A suspended company is still on the record, but it is not in good standing, and getting back requires clearing whichever track suspended it.
• Administrative dissolution. Missed reports and unpaid amounts are the standard path to the state dissolving the company on its own initiative — no lawsuit, no hearing, just a status change on the public record when the filings stop. Our guide to reinstating a dissolved company covers what undoing that involves.
• Problems you meet later, at worse moments. A lapsed status tends to surface when you can least use the delay: opening an account, signing with a processor, or registering in another state, each of which can ask for proof of good standing you no longer have.

None of these consequences arrive with much warning addressed to you personally. The notices go through the channels on the public record — which is one more reason the agent named there has to be current, as our guide to changing your registered agent explains.

The states with nothing to file are not the states with nothing to do

Ohio requires no annual or biennial report for LLCs or corporations, and Arizona LLCs file no annual report. That is genuinely less work — but it removes the annual moment when the record gets refreshed. In Ohio, agent information changes only when you file the change itself, which makes filing it promptly the whole discipline. A no-report state rewards founders who keep their own calendar and punishes, quietly and years later, founders who assumed no news meant nothing could drift.

What Sethhost does — and does not do

Hosted includes a compliance calendar with best-efforts reminders and an annual report filing service, with the state fee charged separately. Plainly: the reminders are best efforts, never a guarantee — Sethhost does not guarantee that every deadline will be identified or met, and you, the founder, remain responsible for your filing deadlines. If you are not on Hosted, a standalone annual report filing is $129 plus the state fee. Sethhost does not prepare tax returns or advise on franchise-tax positions; the Texas franchise-tax filing and any other tax obligation belong to a qualified tax preparer or your own CPA.