Annual Compliance Requirements for U.S. LLCs & Corporations

The short answer

Every U.S. company has two sets of yearly obligations: federal returns with the IRS and state filings with the state where it was formed or registered.
A corporation files Form 1120 every year, even without income. For calendar-year corporations the due date is April 15.
A single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 when it has reportable transactions. The penalty for not filing is $25,000.
Delaware LLCs file no annual report but pay an annual tax by June 1. The tax rises from $300 to $400 starting with the 2026 tax year, first due June 1, 2027.
LLCs and corporations formed in the United States no longer file BOI reports with FinCEN.

Table of contents

Annual compliance calendar
IRS filings, even with zero revenue
State annual reports
Franchise and annual taxes
Registered agent
BOI reporting: what changed
Business licenses
Records and separation
Frequently asked questions

Forming a U.S. company is a one-time event. Keeping it in good standing is a yearly job. Every LLC and corporation has federal obligations with the IRS and state obligations with the state where it was formed, and in any state where it is registered to do business. Most of them apply even when the company had no revenue.

This guide lists the recurring obligations, with the deadlines that matter most for non-resident owners.

Annual compliance calendar

Obligation	Who files	Calendar-year deadline
Form 1065, partnership return	Multi-member LLC taxed as a partnership	March 15
Form 1120-S, S corporation return	S corporation	15th day of the 3rd month (March 16 in 2026, because March 15 fell on a Sunday)
Form 1120, corporate return	C corporation, every year	April 15
Form 5472 with pro forma Form 1120	Single-member LLC owned by a foreign person, when it has reportable transactions	April 15
Delaware annual report and franchise tax	Delaware corporation	March 1
Delaware annual tax	Delaware LLC	June 1
Florida annual report	Florida corporation or LLC	Between January 1 and May 1
California annual tax	California LLC	15th day of the 4th month of the tax year

All federal dates, including the 2027 calendar, are in our guide to IRS filing deadlines. An automatic extension for the IRS returns is available with Form 7004, filed by the regular due date. An extension gives more time to file, not to pay.

IRS filings, even with zero revenue

The IRS obligations depend on how the company is taxed, not on whether it made money.

Corporations must file an income tax return whether or not they have taxable income.
Multi-member LLCs taxed as partnerships file Form 1065, unless they had no income and no expenses treated as deductions or credits during the year.
Single-member LLCs owned by a foreign person file Form 5472 with a pro forma Form 1120 when they have reportable transactions with their owner or other related parties. Money paid in connection with forming, maintaining or closing the LLC counts. The penalty for not filing is $25,000, with further penalties if the failure continues after an IRS notice.

For the details on companies with no activity, see our guide on zero-revenue U.S. companies.

State annual reports

Most states require a periodic report that confirms or updates basic company information: address, registered agent, and managers or officers. The frequency, the content and the fee depend on the state. Some examples:

Florida. Corporations and LLCs file between January 1 and May 1. A $400 late fee applies after May 1. Companies that have not filed by the third Friday in September face administrative dissolution.
Delaware. Corporations file an annual report with their franchise tax by March 1. Delaware LLCs do not file an annual report at all, but they pay an annual tax.
California. LLCs file a Statement of Information with the Secretary of State. Missing it carries a $250 penalty, collected by the Franchise Tax Board.

Missing a state filing can lead to late fees, loss of good standing and, in the end, administrative dissolution. A company that is not in good standing can have problems with banks, contracts and certificates of good standing.

Franchise and annual taxes

Many states charge a yearly tax for the right to exist or do business in the state, regardless of profit. Our article on the hidden costs of a U.S. LLC compares the yearly total.

Delaware LLCs pay a flat annual tax by June 1, covering the previous year. The tax is $300 for the 2025 tax year. House Bill 400 raised it to $400 starting with the 2026 tax year, so the first $400 payment is due June 1, 2027. Late payment carries a $200 penalty and interest of 1.5% per month.
Delaware corporations pay a franchise tax calculated on their shares or capital, due with the annual report by March 1. The penalty for a late annual report is $200, with interest of 1.5% per month on unpaid tax.
California LLCs pay an $800 annual tax every year, even without doing business, until the LLC is cancelled.

Registered agent

States require LLCs and corporations to keep a registered agent: a person or company with a physical address in the state, available to receive legal documents and official notices. If you change agent or the agent’s address changes, the state records must be updated.

For a non-resident owner, the registered agent is often the only U.S. contact the state has. A missed notice can mean a missed lawsuit or a missed deadline. See our guide on choosing a registered agent.

BOI reporting: what changed

BOI reporting under the Corporate Transparency Act is no longer an obligation for companies formed in the United States. FinCEN exempted U.S.-formed companies and their owners in March 2025, and the final rule took effect on August 14, 2026.

BOI was never an annual filing. It was a one-time report, with updates only when information changed. Today the requirement applies only to companies formed outside the United States and registered to do business in a U.S. state.

If you receive a message asking you to file or pay for a BOI report for a U.S. LLC, treat it with caution.

Business licenses

Depending on the activity and the location, a company may need state, county or city licenses, each with its own renewal cycle. Renewal notices sent to a foreign address are easy to miss. Keep a list of every license, its issuing office and its renewal date.

Records and separation

Keep the company’s documents up to date: operating agreement or bylaws, records of major decisions, and a separate bank account. Mixing personal and business money weakens the liability protection of the company. Accurate bookkeeping also makes every IRS filing faster and cheaper.

Frequently asked questions

What annual filings does a U.S. LLC need?

At the federal level, it depends on how the LLC is taxed: Form 1065 for a multi-member LLC, Form 5472 with a pro forma Form 1120 for a single-member LLC owned by a foreign person with reportable transactions, Form 1120 if it elected corporate tax treatment. At the state level, most LLCs file a periodic report and some pay an annual tax.

Do I have to file if my company had no revenue?

Often yes. Corporations always file Form 1120. Foreign-owned single-member LLCs file Form 5472 if money moved between the LLC and its owner, even to pay state fees.

What happens if I miss my state annual report?

Late fees first, then loss of good standing and, eventually, administrative dissolution. In Florida, for example, the late fee is $400 and dissolution follows after the third Friday in September.

Is BOI reporting still required for U.S. LLCs?

No. LLCs and corporations formed in the United States are exempt. The rule applies only to companies formed abroad and registered to do business in a U.S. state.

When is the Delaware LLC tax due?

By June 1 each year, for the previous year. The amount is $300 for the 2025 tax year and $400 from the 2026 tax year, first due June 1, 2027.

Not sure which annual filings your company needs?

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First published May 13, 2025. This article is general information, not tax advice for your situation. U.S. tax return filing | Book a free call