Forming a US company takes one filing. Keeping it alive takes a small number of recurring filings that are easy to forget, especially if you run the business from another state or another country. Miss them and the state can charge penalties, mark your company as not in good standing, and eventually dissolve it. This guide explains what good standing means, how annual reports and state taxes work, and how to build a simple calendar so nothing slips.
What "good standing" means
A company is in good standing when it is up to date with the state's requirements: its required reports are filed, its state fees and taxes are paid, and it has a registered agent on file. Some states use other terms, such as "active", "in existence" or "current", but the idea is the same.
Good standing matters because other people check it:
- Banks and payment providers may ask for proof when you open or review an account.
- Other states generally ask for a certificate of good standing from your home state when you register to do business there.
- Investors, buyers and lenders check it during due diligence.
- Courts in some states can limit a delinquent company's ability to bring a lawsuit until it is current.
Good standing with the state is separate from your federal tax compliance. A company can be current with its Secretary of State and still be behind on IRS filings, or the other way around.
What an annual report is
An annual report is a short filing that confirms or updates the company's basic information on the public record. Despite the name, it is not a financial report. It usually asks for:
- The company's legal name and principal office address
- The registered agent's name and address
- Names of managers, members, directors or officers, depending on the state and entity type
- Sometimes a brief description of the business or, for corporations, share information
Names and schedules vary by state. Some call it an annual report, others a statement of information, annual list or franchise tax report. Some states require it every year, some every two years, and a few do not require one for certain entity types at all. Due dates may be fixed for everyone (for example, a single date each spring) or tied to the month the company was formed.
State examples
The table below shows how different the rules can be in three popular states. Figures are as published by each state as of October 2026 and can change, so always check the state's own site before you rely on them.
| State and entity | What is due | Amount | Deadline |
|---|---|---|---|
| Delaware LLC | Annual tax (no annual report required) | $400 | June 1, for the prior year |
| Delaware corporation | Annual franchise tax report and franchise tax | $50 report fee (non-exempt domestic), plus franchise tax with a minimum of $175 (authorized shares method) or $400 (assumed par value capital method) | March 1 |
| Wyoming LLC or corporation | Annual report with license tax | $60, or two-tenths of a mill on the dollar of Wyoming assets, whichever is greater | First day of the anniversary month of formation |
| California LLC | Annual tax to the Franchise Tax Board | $800 for most LLCs, plus a separate fee if total income exceeds certain thresholds | 15th day of the 4th month of the tax year |
| California LLC | Statement of Information to the Secretary of State | $20 | Within 90 days of registration, then every two years |
A few details worth noting:
- Delaware LLCs have no annual report, but the annual tax is still mandatory. Delaware raised the amount from $300 to $400 in 2026 legislation.
- Delaware corporations can calculate franchise tax under two methods. The authorized shares method can produce a large bill for companies with many authorized shares, and the assumed par value capital method often produces a lower amount for startups that report their gross assets and issued shares.
- California's first-year exemption has ended. It covered LLCs formed for tax years beginning in 2021 through 2023, so new California LLCs generally owe the $800 annual tax for their first year.
- Wyoming's license tax is based on assets located and employed in Wyoming, so most small companies pay the $60 minimum.
What happens if you miss a deadline
Consequences escalate the longer a filing is overdue. The usual sequence is:
- Late fees and interest. In Delaware, a late LLC tax payment and a late corporate annual report each carry a $200 penalty, plus interest of 1.5% per month on unpaid tax.
- Delinquent status. The company is marked as not in good standing. In Wyoming, an entity is deemed delinquent on the second day of the month after its due date.
- Administrative dissolution or forfeiture. If the report is still not filed, the state can dissolve the company or void its charter. Wyoming says an entity is administratively dissolved if its annual report is not filed within 60 days of the due date.
- Practical damage. Banks may freeze or close accounts, contracts may be harder to enforce, and the company name may become available to someone else.
Getting back into good standing
Most states let a dissolved or delinquent company reinstate. Reinstatement generally means filing every missed report, paying past-due fees, taxes, penalties and interest, and paying a reinstatement fee. Some states limit how long after dissolution you can reinstate, and some require a tax clearance from the state tax agency first.
Reinstatement is almost always more expensive and slower than filing on time. If you discover a lapse, act quickly and check whether your name is still available.
Other state obligations to track
Annual reports are the most visible requirement, but they are not the only one:
- Registered agent. You must keep an agent in every state where the company is formed or registered. See our registered agent guide.
- Foreign qualifications. Each additional state where you register has its own annual report and fees.
- State tax accounts. Sales tax, payroll and income or franchise tax filings are separate from Secretary of State reports.
- Amendments. If your name, address, management or share structure changes, some states require an amendment filing instead of waiting for the next report.
Federal filings are separate
The Secretary of State does not track your federal tax obligations, and the IRS does not track your annual reports. Federal filings depend on how the company is taxed and who owns it. For example:
- A foreign-owned single-member LLC generally files Form 5472 with a pro forma Form 1120 each year, due April 15 for a calendar-year filer. The IRS penalty for failing to file is $25,000.
- A C corporation files Form 1120, generally by the 15th day of the 4th month after its tax year ends.
- A multi-member LLC taxed as a partnership files a partnership return.
On beneficial ownership reporting: FinCEN's interim final rule of March 2025 removed the requirement for companies created in the United States, and a final rule announced on August 11, 2026 made that exemption permanent. As of October 2026, US-formed companies do not file BOI reports, while foreign entities registered to do business in a US state may still need to.
Certificates of good standing
A certificate of good standing (called a certificate of status or certificate of existence in some states) is an official document from the state confirming that the company exists and is current. You may need one to:
- Register in another state
- Open or review a bank account
- Close a funding round or sell the company
- Apply for certain licenses or government contracts
Certificates are generally dated, and the person asking for one may require it to be recent. Order a new one when you need it rather than relying on an old copy.
Building a simple compliance calendar
A few habits prevent most problems:
- List every state where the company is formed or registered, with each state's report type, due date and amount.
- Record federal deadlines alongside state ones, including any extension dates.
- Set two reminders for each deadline: one 60 days before and one 14 days before.
- Keep your registered agent current and read every notice it forwards.
- Watch out for look-alike solicitations. Private companies sometimes send official-looking letters offering to file reports for high fees. California's Secretary of State, for example, warns that paying a third party through these solicitations does not satisfy the company's filing obligation. Check every notice against the state's own website.
- Store confirmations of every filing and payment.
How Firmlane can help
If you would rather not manage this alone, Firmlane offers optional compliance and annual report services. Like all our optional services, they are priced upfront before you buy, and you can cancel according to our terms. You can also order certificates and documents such as certificates of good standing, and file amendments when your details change.
Next steps
- Review our compliance service and what it costs on the pricing page.
- Make sure your registered agent stays current in every state.
- Need a certificate for a bank or another state? See certificates and documents.
- Owned from outside the US? Read the international founders guide.
- Forming a new company? Start here, or contact us with questions.
Sources
- Delaware Division of Corporations: Annual franchise tax (opens in a new tab)
- Delaware Division of Corporations: LLC/LP/GP tax instructions (opens in a new tab)
- Wyoming Secretary of State: Business FAQs (opens in a new tab)
- California Franchise Tax Board: Limited liability company (opens in a new tab)
- California Secretary of State: Business entities FAQs (opens in a new tab)
- California Secretary of State: Misleading Statement of Information solicitations (opens in a new tab)
- SBA: Register your business (opens in a new tab)
- IRS: Instructions for Form 5472 (opens in a new tab)
- FinCEN: Beneficial ownership information reporting (opens in a new tab)
Last reviewed: 2026-10-17.