Annual Reports: What Small Businesses Need to Know

What Is an Annual Report?

A business annual report is a periodic filing that many states require certain businesses to submit to keep their entity information current and remain in good standing.

Despite the name, a business annual report is generally not the same thing as a company's financial annual report.

For many LLCs, corporations, partnerships, and other registered entities, the annual report is primarily an update to the state about the business and its current information.

Depending on the state and business structure, the filing may ask for information such as:

• Legal business name
• Principal business address
• Registered agent
• Registered-agent address
• Managers or members
• Officers or directors
• Business activities
• Other entity information required by the state

The exact requirements vary by state and business structure. The SBA explains that most states require an annual report or biennial statement, although the filing frequency and due date can differ.

Quick Answer

Do small businesses have to file an annual report?

Many LLCs, corporations, and other registered business entities do, but not every business has the same annual-report requirement.

Requirements depend on:

• Business structure
• State of formation
• Whether the business is registered in another state
• Filing frequency
• State-specific rules

Some states require annual reports. Others use biennial filings or another periodic filing system. Some businesses may have additional state tax or franchise-tax obligations that are separate from the annual report.

The safest approach is to identify the requirements for every state where your business is registered.

Why Do Businesses Have to File Annual Reports?

States use periodic business filings to keep their records current.

When you originally form an LLC or corporation, the state receives information about the company. That information can change over time.

For example, your business might:

• Move to a new address
• Change its registered agent
• Add or remove owners
• Change managers
• Change officers
• Change its principal office
• Change other information reported to the state

An annual or periodic filing gives the state an opportunity to maintain an updated record.

The SBA identifies annual reports, biennial statements, filing fees, franchise taxes, and initial reports among the ongoing state filing requirements businesses should monitor.

Is an Annual Report the Same as a Tax Return?

No.

This is one of the most important distinctions for business owners.

An annual report is generally a state business-entity filing.

A tax return reports information used to determine tax obligations.

They may both happen once a year, but they serve different purposes.

For example, an LLC could potentially have:

• An annual report filed with the state
• A federal income tax return or information return
• State tax filings
• Local tax filings
• Sales tax returns
• Payroll tax filings

The specific requirements depend on the business.

The IRS determines federal tax treatment based on the business's structure and applicable tax rules. For example, an LLC's federal tax classification can differ from its state-law entity type.

Do not assume that filing your federal tax return satisfies your state's annual-report requirement.

Who Needs to File an Annual Report?

There isn't one nationwide rule.

Many states require registered entities such as:

• LLCs
• Corporations
• Partnerships
• Nonprofit corporations
• Foreign-qualified businesses

to file periodic reports.

However, the specific requirements vary.

The SBA states that annual filing requirements depend on the business structure and state, and that most states require an annual report or biennial statement.

Do LLCs Have to File Annual Reports?

Often, yes.

An LLC is created under state law, so its ongoing state compliance requirements depend largely on the state where it is organized and any other states where it is registered.

Some states require LLCs to file annual reports.

Others require biennial reports or use a different periodic filing.

An LLC may also have separate tax or franchise-tax obligations.

Before assuming your LLC is compliant, check:

• State of formation
• Other states where the LLC is registered
• Annual or biennial filing requirement
• Due date
• Filing fee
• Franchise-tax requirements
• Registered-agent information
• Required company information

The IRS notes that LLC rules can vary by state because LLCs are created under state statutes.

Do Corporations Have to File Annual Reports?

Corporations commonly have periodic state filing requirements as well.

The filing may request information about:

• Corporation name
• Principal address
• Registered agent
• Directors
• Officers
• Authorized or issued shares
• Other state-required information

Corporations also have additional internal governance requirements that can differ from those of LLCs.

The SBA notes that corporations generally have more formal internal requirements, including maintaining bylaws, recording certain corporate actions, and holding required meetings.

An annual state filing does not replace those internal governance responsibilities.

What Information Is Included in an Annual Report?

The exact form varies by state.

However, many annual or periodic reports request information such as:

Business Information

• Legal business name
• Entity identification number
• Principal business address
• Mailing address

Registered Agent

• Registered-agent name
• Registered-agent address

Ownership and Management

Depending on the entity and state:

• Members
• Managers
• Directors
• Officers
• Other responsible individuals

Business Information

Some states may request:

• Business activity
• Contact information
• Other entity-specific information

Always review the actual state filing instructions before submitting.

When Is an Annual Report Due?

There is no single nationwide annual-report deadline.

The due date depends on the state and business.

The SBA explains that some states set the due date based on the anniversary of formation, while others establish a specific date for businesses to file.

Your deadline might therefore be:

• A specific date each year
• The anniversary of formation
• A date based on registration
• Every other year
• Another state-specific schedule

Important

Don't assume your annual report is due on December 31 or on the anniversary of your business.

Verify the deadline with the appropriate state agency.

What Is a Biennial Report?

A biennial report is a periodic business filing that is generally required every two years rather than every year.

Some states use biennial reports instead of annual reports.

The important point is that "annual report" is often used conversationally to describe recurring state business filings, even when a particular state requires a biennial report instead.

Your compliance calendar should use the actual filing frequency required by the state.

How Much Does an Annual Report Cost?

Annual-report fees vary significantly by state and business structure.

Some jurisdictions charge relatively small filing fees, while others can charge substantially more.

There may also be separate:

• Franchise taxes
• State taxes
• Processing fees
• Expedited filing fees
• Late fees

The annual-report filing fee and a state's franchise tax are not necessarily the same thing.

Before filing, verify the total amount due with the state.

How to File an Annual Report

The process varies by state, but the general process looks like this.

Step 1: Identify the State

Determine which state requires the filing.

If your business is registered in multiple states, you may have multiple periodic filings.

A business formed in one state but registered to do business in another state may have filing obligations in both. The SBA notes that foreign-qualified businesses typically need to pay taxes and annual-report fees in both their formation state and states where they are foreign qualified.

Step 2: Find the Correct State Agency

The filing is generally handled by a state agency such as:

• Secretary of State
• Department of State
• Business Services Division
• Corporation Commission
• Other state business-registration agency

The SBA maintains a state registration lookup resource that can help businesses identify the appropriate state registration office.

Step 3: Confirm Your Filing Deadline

Find the exact deadline for your entity.

Don't rely solely on the date you remember from the previous year.

Step 4: Review Your Business Information

Before submitting, verify:

• Business name
• Address
• Registered agent
• Managers
• Members
• Officers
• Directors
• Other required information

Step 5: Complete the Filing

Enter the requested information and review it carefully.

Step 6: Pay the Required Fee

If the state charges an annual-report fee, pay it as part of the filing process.

Step 7: Save the Confirmation

After filing, save:

• Submitted report
• Filing confirmation
• Receipt
• Payment confirmation
• Updated state record

Store these documents with your other business records.

Step 8: Add the Next Deadline

Don't stop at "filed."

Record the next required filing date in your compliance calendar.

Keep Your Annual Filings on Track →

Startup to Corporate can help you organize recurring business requirements so annual reports, renewals, licenses, and other compliance tasks don't get lost in your day-to-day operations.

What Happens If You Miss an Annual Report?

Missing an annual report can create problems for a business.

Depending on the state, consequences can include:

• Late fees
• Penalties
• Loss of good standing
• Administrative suspension
• Administrative dissolution
• Problems obtaining a certificate of good standing
• Additional reinstatement requirements

The exact consequences depend on the jurisdiction.

Some states provide a period to correct a missed filing, while others may take administrative action after a certain period.

If you discover a missed report, contact or review the applicable state agency's instructions and determine what steps are required to bring the business current.

What Is Administrative Dissolution?

Administrative dissolution generally refers to a state terminating an entity's active status because the business failed to meet certain legal requirements.

Failure to file required periodic reports can be one reason a business loses its active status.

This can create significant problems because a business that appears to be inactive or dissolved may have difficulty:

• Demonstrating good standing
• Obtaining financing
• Entering certain contracts
• Registering in another state
• Completing certain business transactions

The specific rules and reinstatement process depend on the state.

That's why tracking the filing deadline is much easier than trying to fix a missed deadline later.

Annual Reports for Businesses Registered in Multiple States

Your compliance responsibilities can become more complicated when your business operates in multiple states.

For example, imagine an LLC formed in State A that later registers to conduct business in States B and C.

The company may have ongoing requirements in:

• State A
• State B
• State C

Those states may have different:

• Annual-report deadlines
• Filing fees
• Forms
• Tax obligations
• Registered-agent requirements

The SBA notes that foreign-qualified businesses can have annual-report and tax obligations in states where they are registered in addition to their formation state.

Multi-State Checklist

• List every state where the business is registered
• Identify each state's filing agency
• Identify filing frequency
• Record each deadline
• Record each filing fee
• Confirm registered-agent information
• Track each filing separately
• Save each confirmation

Annual Reports and Registered Agents

Your registered agent is closely connected to state compliance.

A registered agent receives official documents and legal notices for the business.

The SBA explains that LLCs, corporations, partnerships, and nonprofit corporations generally need a registered agent in the state where they register.

Your annual report may also require you to confirm or update registered-agent information.

If you change registered agents, make sure the state's records are updated as required.

Related Resource

Read Registered Agent to learn more about what a registered agent does and why businesses need one.

Annual Reports and Business Changes

One of the easiest ways to create a compliance problem is to file an annual report with outdated information.

Before filing, ask:

Has anything changed since the last filing?

Review:

• Business address
• Mailing address
• Registered agent
• Members
• Managers
• Officers
• Directors
• Business name
• Other state-required information

If something changed, determine whether the annual report is the appropriate place to report it or whether a separate amendment or filing is required.

The SBA notes that significant changes such as an address or name change, new shares, or membership changes may require additional state filings.

Annual Report vs. Certificate of Good Standing

These documents are related, but they are not the same.

Annual Report

An annual report is a filing submitted to update required business information and maintain compliance.

Certificate of Good Standing

A certificate of good standing is generally a document issued by a state showing that an entity is recognized as active or in good standing according to that state's records.

You may need a certificate of good standing when:

• Registering in another state
• Applying for financing
• Completing certain business transactions
• Working with certain vendors or partners

Filing an annual report may help maintain good standing, but an annual report itself isn't necessarily a certificate of good standing.

Annual Report vs. Business License Renewal

These are also different.

An annual report relates to the legal entity's state registration.

A business license renewal relates to authorization to conduct particular business activities in a jurisdiction.

A business might need both.

For example:

• State annual report
• City business-license renewal
• Professional-license renewal
• Sales-tax filing
• Industry-specific permit

This is why annual reports should be part of a broader business compliance calendar rather than treated as the entire compliance system.

See Business Compliance Calendar: What to Track and When for more information.

Annual Report Checklist

Before submitting an annual report, review the following:

Business Information

• Legal name is correct
• Entity number is correct
• Principal address is current
• Mailing address is current

Registered Agent

• Registered agent is correct
• Registered-agent address is correct
• Registered agent is active

Ownership and Management

• Members are current
• Managers are current
• Officers are current
• Directors are current

Filing

• Correct state identified
• Correct filing selected
• Deadline confirmed
• Fee confirmed
• Filing submitted
• Confirmation saved
• Payment receipt saved
• Next deadline recorded

Annual Report Compliance Checklist for Small Businesses

Use this simplified checklist throughout the year:

• Identify every state where the business is registered
• Determine whether each state requires an annual or periodic report
• Record each deadline
• Record each filing fee
• Verify registered-agent information
• Review business address
• Review ownership and management information
• File each report
• Pay required fees
• Save confirmations
• Verify good-standing status when appropriate
• Record the next filing deadline
• Add reminders to your compliance calendar

Common Annual Report Mistakes

1. Assuming Every State Has the Same Deadline

They don't.

Due dates and filing frequencies vary.

2. Assuming Every Business Files Annually

Some states use biennial or other periodic filings.

3. Confusing an Annual Report With a Tax Return

They're separate requirements.

4. Forgetting Foreign Registrations

If you've registered your company in additional states, those registrations can create additional compliance obligations.

5. Filing With Outdated Information

Your report should accurately reflect the information the state requires.

6. Forgetting the Filing Fee

Some states require a fee with the report.

7. Not Saving Proof of Filing

Keep the confirmation and payment record with your business documents.

8. Not Tracking the Next Deadline

Once the report is filed, immediately record the next deadline.

How Annual Reports Fit Into Your Business Compliance Calendar

Annual reports should be only one category in your compliance system.

Your broader calendar may include:

Entity Compliance

• Annual reports
• Biennial reports
• Amendments
• Registered-agent updates
• Certificates of good standing

Tax Compliance

• Income tax filings
• Estimated taxes
• Sales tax
• Payroll taxes
• Franchise taxes

Licensing

• Business licenses
• Professional licenses
• Industry permits
• Local permits

Business Administration

• Operating agreement reviews
• Corporate meetings
• Resolutions
• Ownership records
• Business document updates

This is why a comprehensive compliance calendar is more useful than simply remembering your annual report date.

Bottom Line

Annual reports are one of the most important recurring compliance requirements for many LLCs, corporations, and other registered businesses.

The key things to remember are:

• Requirements vary by state.
• Not every business files annually.
• Some states require biennial or other periodic reports.
• Annual reports are different from tax returns.
• Filing fees may apply.
• Businesses registered in multiple states may have multiple filing obligations.
• Business information should be reviewed before filing.
• Missed filings can affect good standing.
• Proof of filing should be saved.
• The next deadline should be added to your compliance calendar.

The best approach is simple: identify every recurring filing, know when it is due, and track it before the deadline arrives.

Get Your Annual Compliance Under Control →

Startup to Corporate helps you organize recurring business requirements, track important deadlines, and keep your business compliance information in one place.