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)
| State | Cadence | Fee | Notes |
|---|---|---|---|
| Wyoming | Annual | $60 | Due on formation anniversary |
| Delaware | Annual | No separate report; $300 flat franchise tax | Due June 1 |
| Nevada | Annual | $150 (list of members) plus $200 (business license) | Due on formation anniversary |
| Alaska | Biennial | $100 | Due January 2 of odd or even year depending on filing year |
| South Dakota | Annual | $50 | Due on formation anniversary month |
| California | Biennial (statement) plus annual tax | $20 statement; $800 minimum franchise tax annually | Franchise tax due regardless of activity |
| Florida | Annual | $138.75 | Due May 1 |
| Texas | None for most LLCs | $0 report fee | Franchise tax applies only above a revenue threshold |
| New York | Biennial | $9 | Due in the anniversary month |
| New Jersey | Annual | $75 | Due 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.