Lifecycle

Annual reports: the check-in that isn't a tax return

What this filing actually confirms, why a lapsed report can quietly stall a real estate closing months later, and why paying one of a state's two separate annual obligations doesn't mean the other one is covered.

Most states want to hear from an LLC on a regular schedule, whether or not anything changed. This is not a tax return; it confirms the company still exists, still has a valid agent, and still has current information on file.

The scam mailer

Official-looking letters offering to “process your compliance filing” for $75 to $200, above the state’s own fee, are a common trap. The real filing happens only on the state’s own site.

The insight that surfaces in the worst possible room

A title company or lender closing a real estate transaction routinely pulls a certificate of good standing on any LLC party to the deal. A company with a lapsed report, otherwise operating normally, won’t come back in good standing, and that fact alone can stall or kill a closing that has nothing else to do with the report, sometimes on the day of signing.

The second insight: two bills, one due date confusion

Several states, Delaware among the clearest examples, impose two genuinely separate annual obligations on an LLC: an annual franchise tax, paid to the state’s revenue or franchise tax authority, and a distinct compliance filing or report, sometimes handled by an entirely different office. Paying one does not satisfy the other, and a company that dutifully pays its franchise tax every year, assuming that check covers “the annual thing,” can still fall out of good standing for failing to separately handle the other filing, or vice versa. Because both often arrive around the same time of year, and both get referred to loosely as “the annual LLC obligation” by owners and even some formation services, it’s easy to assume a single payment closed the loop when it only closed half of it. The state’s own website, checked directly rather than inferred from a single payment confirmation, is the only reliable way to confirm both obligations are actually current.

The worked scenario: how one missed report becomes a dissolved company

The company forms in March; the first report is due the following March and gets missed. The state sends a notice with a grace period, the notice goes unnoticed, and the state administratively dissolves the company while the business keeps operating on the surface as if nothing changed.

Fee, cadence, and due date by state (priority states, verified against current sources)

StateCadenceFeeNotes
WyomingAnnual$60Due on formation anniversary
DelawareAnnualNo separate report; $300 flat franchise taxDue June 1
NevadaAnnual$150 (list of members) plus $200 (business license)Due on formation anniversary
AlaskaBiennial$100Due January 2 of odd or even year depending on filing year
South DakotaAnnual$50Due on formation anniversary month
CaliforniaBiennial (statement) plus annual tax$20 statement; $800 minimum franchise tax annuallyFranchise tax due regardless of activity
FloridaAnnual$138.75Due May 1
TexasNone for most LLCs$0 report feeFranchise tax applies only above a revenue threshold
New YorkBiennial$9Due in the anniversary month
New JerseyAnnual$75Due on formation anniversary month

Last verified: July 2026, against current secondary sources. Full 51-state table with primary-source citations, including every no-report state: table coming with the state research project.

What to actually do

Calendar the due date the day the company is formed. Confirm directly on the state’s own site whether your state has one obligation or two, and don’t assume a single payment covered both. Pull a good-standing certificate proactively before any real estate closing or major financing.

This is all free.

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Starting & Running an LLC · Ending it 08 Reinstatement: coming back from the dead State law can retroactively pretend the dissolution gap never happened. The IRS isn't automatically bound by that fiction, and when the dissolution happens in the middle of a lawsuit, real questions arise about whether the company could even be sued, or defend itself, during the gap at all.