GlossaryUS
What is a state annual report?
Annual report and annual state tax
Short answer
An annual report is the yearly filing many US states require to keep a company active and in good standing. The rules vary by state: Wyoming requires an annual report, while Delaware LLCs file no report but pay an annual state tax.
Explained
In Wyoming the annual report is due on the first day of the month in which the company was formed; a company formed on 15 May files by 1 May each year. It can be filed up to 120 days early. If it is not filed during the 60 days after the due date, the company is administratively dissolved, and reinstatement is only possible for two years.
Delaware LLCs have no annual report, but the prior year’s annual tax is due by 1 June each year. If it is not paid the LLC loses its good standing, and if it goes unpaid for three years the certificate of formation is cancelled. Delaware corporations file their annual report and franchise tax by 1 March each year.
Good to know
- If the annual report or state tax is overdue, the state will not issue a Certificate of Good Standing.
- Do not rely on state reminders: Delaware sends its tax statement to the registered agent.
- The state annual report is separate from federal IRS filings such as Form 5472.
Official sources
- Wyoming Secretary of State — Annual report
- Delaware Division of Corporations — LLC, LP and GP annual taxes
- Delaware Code — Limited Liability Company Act §18-1107, §18-1108
- Delaware Division of Corporations — Pay taxes and file annual reports
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This page is general information, not legal or tax advice. Rules change; check the official source for the latest position or talk to us.
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