When is my company's state annual report due, how much does it cost, and what if I missed it?

No. An annual report (biennial in some states) is how a company updates its information with the state where it was formed and pays a yearly fee to stay active and in good standing. A tax return reports income to the IRS and the state revenue department. They're separate filings, and doing one doesn't cover the other.

A typical annual report asks for the company's address, its registered agent and the names and addresses of its officers, directors or managers. In many states, that information is public.

A few states blend the report with a tax, which is where people get confused:

• Delaware corporations file the annual report and pay franchise tax together, due March 1.
• Delaware LLCs don't file a report at all. They pay a flat annual tax.
• Texas has no state annual report. Companies file a franchise tax report or information report with the Comptroller instead.
• California has two separate obligations: a Statement of Information with the Secretary of State, and the $800 annual tax or minimum franchise tax with the Franchise Tax Board.

One more point: a company with no business and no income still has to file. As long as the company exists on the state's books, the obligation continues. In North Carolina, it runs until the dissolution takes effect.

There are three basic patterns: one fixed date for everyone (North Carolina, Delaware, Florida, Texas), the anniversary month of formation (Wyoming), or a cycle that starts at formation (California, New York). The full list of dates and fees is in the table below.

• Fixed date: NC LLCs every April 15 starting the year after formation. NC corporations on the 15th day of the 4th month after fiscal year-end (April 15 for calendar-year companies). Delaware corporations March 1 and LLCs June 1. Florida Jan 1 to May 1. Texas May 15.
• Anniversary month: Wyoming reports are due on the first day of the month the company was formed, and can be filed up to 120 days early.
• Cycle from formation: California LLCs file their first Statement of Information within 90 days of formation and then every 2 years. California corporations file within 90 days and then every year. New York companies file a Biennial Statement every 2 years.

If you formed in Delaware or Wyoming but actually operate in North Carolina or another state, you usually need to register there as a foreign company too, and you'll owe annual reports in both states (see our guide on choosing a state to form your company).

A Delaware corporation pays franchise tax, based on its shares or capital, on top of the $50 report fee. In California, both LLCs and corporations owe at least $800 a year to the FTB.

• Delaware corporation franchise tax: minimum $175 under the authorized shares method or $400 under the assumed par value capital method, up to $200,000 ($250,000 for large corporate filers). The two methods can produce very different bills, so it pays to run both before filing. Filing is online only.
• Delaware LLCs and LPs: a flat $400 annual tax due June 1. That's new for tax year 2026 (payable June 1, 2027). It used to be $300, and plenty of older guides still say so.
• California LLCs: $800 annual tax every year starting with the first year, due by the 15th day of the 4th month of the tax year. The first-year exemption for LLCs formed in 2021–2023 has ended. Higher-revenue LLCs also owe a separate LLC fee based on gross receipts.
• California corporations: $800 minimum franchise tax, with the first tax year exempt.
• A company formed elsewhere that does business in California still has to register there and pay the $800.

Penalties and interest come first. If it drags on, the state administratively dissolves or forfeits the company, and it loses good standing. While dissolved, the company's name isn't protected. Banks, lenders, other states and business partners often ask for a certificate of good standing, and you won't be able to provide one.

The table follows the timeline from top to bottom; in each stage, find the row for your company's state.

Stage	State	Rule
1. Due date	NC LLC	April 15
1. Due date	Delaware	Corporation March 1, LLC June 1
1. Due date	Florida	May 1
1. Due date	Wyoming	First day of the anniversary month
2. Late penalties	Delaware	$200 plus 1.5% interest a month on the tax and penalty
2. Late penalties	Florida	$400 late fee after May 1, can't be waived
3. Notice	NC LLC	60 days late is grounds for dissolution; the Secretary of State mails a notice with 60 days to cure
3. Notice	Texas	Forfeits no sooner than 45 days after its notice
4. Administrative dissolution / forfeiture	Wyoming	60 days after the due date
4. Administrative dissolution / forfeiture	Florida	Fourth Friday of September
4. Administrative dissolution / forfeiture	NC	When the 60-day cure period passes
4. Administrative dissolution / forfeiture	Delaware	After prolonged non-payment, corporations become void and LLCs canceled
5. Reinstatement	NC	$100 plus each missed report fee
5. Reinstatement	Wyoming	Within 2 years, $100 plus the missed reports
5. Reinstatement	Delaware	Corporations $189, LLCs $220, plus all back taxes and penalties

State by state:

• North Carolina: an LLC report 60 days late is grounds for administrative dissolution. For a corporation, a late report is grounds on its own. After the Secretary of State mails a notice, the company has 60 days to fix it, or a certificate of dissolution is issued. Going more than 60 days without a registered agent is also grounds.
• Wyoming: a company that hasn't filed 60 days after the due date is administratively dissolved.
• Delaware: corporations and LLCs both face a $200 penalty, plus 1.5% monthly interest on the tax and penalty. Left unpaid long enough, a corporation becomes void and an LLC is canceled.
• Florida: reports filed after May 1 carry a $400 late fee that can't be waived. If nothing is filed by the third Friday of September, the company is dissolved or revoked at close of business on the fourth Friday.
• Texas: if franchise tax isn't paid or the report isn't filed, the Comptroller forfeits the company's right to do business in Texas. A forfeited company can't sue or defend itself in Texas courts, and officers and directors may become personally liable for company debts. The Secretary of State can then forfeit the charter.
• California: a missing Statement of Information can bring a $250 penalty.

Usually, yes. You file every missed report, pay the back fees, taxes and penalties, and submit a reinstatement application with its fee. In North Carolina, reinstatement relates back to the date of dissolution, as if the company had never been dissolved, so the EIN, bank accounts and contracts generally carry on.

• North Carolina: $100 reinstatement fee plus the report fee for every missed year ($200 a year for an LLC), plus a small e-filing fee online. LLCs use Form L-08 and corporations Form B-08, and both can be filed online together with the missing reports. If someone else has taken the name in the meantime, you'll need a new one first.
• Wyoming: for a dissolution over missed reports, file all past-due reports ($60 minimum each) plus a $100 reinstatement fee. You have 2 years from dissolution. After that, administrative reinstatement isn't available. If the company was dissolved for lacking a registered agent, the fee is $250 for a corporation or $350 for an LLC, plus $5 to appoint the new agent.
• Delaware: a corporation files a Certificate of Renewal and Revival ($189) and an LLC a Certificate of Revival ($220), both with all back taxes and penalties, filed through a Delaware registered agent.
• Florida: $100 for an LLC or $600 for a corporation, plus each missed year's report fee. Companies dissolved for missed reports within the last 10 years can reinstate online.
• Texas: after a tax forfeiture, file Form 801 ($75), bring the tax filings and payments current and get a tax clearance letter from the Comptroller. The name must still be available.

Two cautions. First, find out why the company was dissolved. If an NC company was suspended by the Department of Revenue, it generally has to file the missing returns and pay the tax and penalties there before the Secretary of State will reinstate it. Second, changing the registered agent doesn't fix a dissolution. The missed reports and fees still have to be paid.

File dissolution papers with the state. Don't just walk away. Administrative dissolution isn't the same as closing: fees and penalties keep adding up, and many states won't accept a dissolution until the company is back in good standing.

Read from the top; follow the first row that fits. If the company is no longer operating, close it in the order of table 2.

1. Check the company's status

Status on the Secretary of State website	Still operating?	What to do
Active / current	—	Note the next due date and set a reminder
Due soon or just late	—	File the report now and pay any penalty
Administratively dissolved or forfeited	Yes	Find the reason (missed reports, unpaid state tax, no registered agent), file and pay what's missing, then reinstate
Administratively dissolved or forfeited	No	Close the company in the order of table 2

2. Not operating: closing order

Order	What to do
1	Restore good standing first (many states require it)
2	File state dissolution papers
3	C and S corporations: file Form 966
4	File final returns marked "final" and close state tax accounts
5	Finally, send a letter to the IRS closing the EIN

State dissolution fees (2026): North Carolina $30 (plus $3 online), Wyoming $60 (by mailed check only), Delaware $224 for a corporation or $220 for an LLC, plus any taxes owed, filed through a Delaware registered agent. If an annual report is coming due, file it first. In North Carolina, the annual report obligation lasts until the dissolution takes effect.

Cancel the registered agent only after the state approves the dissolution, but before the agent's next automatic renewal charge. Cancel the agent first and the company loses good standing (see our registered agent guide).

Step one is always the same: look up the company's current status and due date on the Secretary of State's website.

• Situation A: Due soon or just past due. File the report and pay the fee on the state website now, including any late penalty. The longer it waits, the closer it gets to dissolution.
• Situation B: Administratively dissolved but still operating. Find out why (missed reports, unpaid state tax, no registered agent), file and pay everything that's missing, then apply for reinstatement. The name isn't protected in the meantime, so move quickly.
• Situation C: You no longer need the company. Get it back to good standing, then file the state dissolution papers. C and S corporations file Form 966. Mark the final returns "final," close the state income tax, payroll and sales tax accounts, and close the EIN last. If the company had employees, the final payroll returns are due too (see our small business payroll guide).
• Situation D: Formed in Delaware or Wyoming, operating somewhere else. You owe annual reports in both states. If the company never registered in the state where it operates, fix that soon (see our guide on choosing a state to form your company).