Filing Annual Reports and Staying in Good Standing

beginner6 min read · updated 2026-06-20

Filing Annual Reports and Staying in Good Standing

If you formed an LLC or corporation, the state did not just hand you a certificate and forget about you. Almost every state requires a recurring filing — usually called an annual report, "statement of information," or "biennial statement" — to keep your entity active. Miss it and your company drifts out of "good standing," then eventually gets administratively dissolved. At that point your liability shield can evaporate, your business name becomes available to others, and you may not be able to open bank accounts, sign contracts, or get loans until you reinstate.

The good news: this is one of the cheapest and most mechanical compliance tasks you will ever do. It is mostly confirming information you already know and paying a modest fee. The whole risk is forgetting.

What the annual report actually is

It is not a financial statement or a tax return. For most states it is a short confirmation of basic public-record facts about your entity. According to the SBA, common ongoing state obligations include the annual or biennial report, a filing fee, and (in some states) a separate franchise tax 300 — the SBA notes statement fees "can exceed $300.00" in some jurisdictions.

A typical report asks you to confirm or update:

• Entity name and state file number
• Principal office address
• Registered agent name and registered office address
• Members/managers (LLC) or officers/directors (corporation)
• Sometimes a brief nature-of-business description

What it costs and when it's due

Fees are modest in most states. As of 2026 the average LLC annual fee is about 91 dollars, but the spread is wide. Some states charge nothing and don't even require a report; nine states have no LLC annual report fee at all 9. On the high end, California's annual franchise tax is 800 dollars regardless of profit, plus a separate Statement of Information fee.

Due dates fall into two patterns:

• Anniversary-based — due on the anniversary month of your formation. Easy to forget because every entity has a different date.
• Fixed-date — every entity in the state shares one deadline (e.g., a set calendar date). Easier to remember, but everyone procrastinates to the same day.

Dormant entities still must file. Even with zero revenue and zero activity, the state expects the report. "I didn't do any business this year" is not an exemption.

Numbered step-by-step: file your annual report

• Find your state's filing authority. For most states this is the Secretary of State; a few use a different division (Department of State, Corporations Division, etc.). Start from the SBA's register-your-business hub, which links to each state's office.
• Look up your entity record. Search the state's online business database by entity name or file number. Confirm the exact legal name, file number, and current status (you want "Active" / "Good Standing").
• Note your real due date and any grace period. Write down whether it is anniversary-based or fixed-date. Record the late fee and the date the state will mark you delinquent.
• Confirm your registered agent is correct. A bad registered agent address is the #1 reason businesses never see the state's reminder notice and silently lapse. Fix it now if it's stale.
• Gather the data the form wants. Principal address, agent info, and current members/managers or officers/directors. Most fields will pre-fill from last year's filing.
• File online if available. Online portals confirm receipt instantly and are far harder to lose than mailed paper. Pay the fee by card.
• Save the confirmation. Download the stamped filing and the payment receipt into your entity records folder. This is your proof of good standing if a bank or lender asks.
• Set a recurring calendar reminder for next year — 30 days before the deadline, every year, with the state portal URL and your file number in the note. Automating the reminder is the entire job.
• (If already lapsed) reinstate promptly. Most states allow reinstatement by filing the missing report(s), paying back fees plus a penalty, and sometimes a separate reinstatement form. The longer you wait, the more reports stack up and the higher the risk someone takes your name.

Don't confuse these with the annual report

A few adjacent obligations trip people up. They are separate filings and missing them carries its own consequences:

• State franchise tax — a separate tax some states levy on the privilege of existing as an entity (this is what California's $800 is). Filed and paid separately, often on a different schedule.
• Federal and state income tax returns — filed with the IRS and your state revenue department, not the Secretary of State.
• Business licenses and permits — the SBA stresses keeping every license, permit, and certificate current; renewal schedules differ by industry and locality.
• Beneficial Ownership Information — federal ownership-reporting rules have shifted; confirm current requirements directly with FinCEN rather than relying on older guidance.

Why this matters

Good standing is the foundation under everything else. Lenders, payment processors, landlords, and acquirers routinely pull a Certificate of Good Standing before doing business with you. A lapsed entity can lose its liability protection, get its name grabbed, and rack up penalties — all over a filing that usually takes ten minutes and a small fee. The discipline is trivial; the downside of skipping it is not.

The move: file early, file online, save the receipt, and let a recurring reminder carry the load so you never rely on memory.