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What is an annual report?

A short filing most states require from every LLC and corporation, once a year or once every two, to keep the state’s record of the business up to date. Despite the name, it is not a financial report.

What it is

An annual report is the state’s regular check that your business still exists and that its record is right. It goes to the Secretary of State, or whichever office keeps the state’s register of businesses, and once it is filed it is part of the public record.

It has nothing to do with the glossy report a public company sends its shareholders. Almost no state asks for revenue, profit or accounts. It asks who you are and where to find you.

What it asks for

The details vary by state, but the form is short and usually covers:

  • the business’s principal office address and its mailing address;
  • the name and address of its registered agent;
  • the people who run it: officers and directors for a corporation, managers or members for an LLC;
  • in some states, a federal EIN, a description of the business, or figures for a franchise tax;
  • the name of the person signing it.

In most states the online form opens with what the state already holds. You check it, correct what has changed, sign, and pay.

Who has to file one

Nearly every LLC, corporation, limited partnership and nonprofit registered with a state. That includes a business formed in one state and registered to do business in another, which the second state calls a “foreign” business: a Delaware corporation registered in New York files in both.

Sole proprietors and general partnerships usually file nothing, because the state keeps no record of them to update. And a few states ask nothing of some kinds of business: an LLC in Arizona, Missouri, New Mexico, Ohio or South Carolina files no annual report with the state at all.

What it is called

Most states call it the Annual Report. The rest use their own names for what is, give or take, the same filing:

NameState
Annual CertificateOklahoma
Annual Franchise Tax ReportArkansas
Annual ListNevada
Annual RegistrationGeorgia
Annual Registration ReportMissouri
Annual RenewalMinnesota, Utah
Annual Report and Franchise TaxDelaware
Annual Report and Personal Property ReturnMaryland
Biennial ReportAlaska, District of Columbia, Iowa, Nebraska
Biennial StatementNew York
Business Entity ReportIndiana
Business Privilege TaxAlabama
Corporate ReportNew Mexico
Franchise Tax ReportTexas
Information ReportKansas
Periodic ReportColorado
Statement of Continued ExistenceOhio
Statement of InformationCalifornia

When it is due

States set the date one of two ways:

  • A fixed date for everyone. Florida’s is May 1, whenever the business was formed.
  • A date tied to when the business was formed. New Jersey’s falls at the end of the month the business was formed in, every year.

Some states want it every two years instead, and call it a biennial report or statement: Alaska, California, District of Columbia, Indiana, Iowa, Kansas, Nebraska and New York.

Every state’s rule is in the deadline table, with a link to file it.

What it costs

The state sets its fee, and it ranges from under fifty dollars to several hundred, sometimes depending on the kind of business. In a few states, Delaware, Texas and Arkansas among them, the report travels with a franchise tax that can be far larger than the filing fee itself. If an accountant, attorney or filing service files it for you, their fee comes on top of the state’s.

Why it matters

Filing on time keeps the business in good standing: the status a bank, a lender, a landlord, a buyer or another state checks before they deal with you. Miss it and the state adds late fees, then stops showing the business as in good standing, and in the end dissolves it. What happens if you miss it goes through that in order.

Filing it

You can file it yourself on the state’s website for the state fee alone; here is how. Or have us do it: find your business, check its record, see both fees, pay, and we file it.

General information about state filings, not legal or tax advice. Express Filings is a private filing service, not a government agency. Rules and fees change; the state’s own site is the final word.

Questions

Anything else, call (732) 630-1003.

Is an annual report the same as a tax return?

No. The annual report goes to the office that keeps the state’s business register, usually the Secretary of State, and keeps the record current. Tax returns go to the IRS and the state’s tax department. A few states combine the two: Texas’s report is part of its franchise tax, filed with the Comptroller.

Do I have to file if the business did nothing this year?

Yes. The requirement comes from being registered with the state, not from trading. A dormant business still files every year until it is formally dissolved.

Will the state remind me?

Many states send an email or a postcard to the address on file, but not all do, and a reminder that never arrived does not excuse a late report. The deadline is yours to keep.

I received a letter offering to file my annual report. Is it from the state?

Read who it comes from. Private filing services, including ours, may offer to file it for you, but must not present themselves as the state. The state’s own fee is published on its own website, and you can always file there directly.