Filing Annual Report in the United States

Annual reports are required business filings, typically made with the secretary of state. In most states, companies submit any changes to their address, ownership and officers, and registered agent. Some states require additional information about revenue, assets, stock, and paid-in capital. 

Tracking due dates in multiple states and filing on time is often challenging. A company that registers in multiple states will have due dates at different times throughout the year. In some states, they may be required to file every two years (biennially). 

Annual reports are required by statute in nearly every state. They provide state agencies with updated information on the entities registered in their state. Your company is required to file annual reports to maintain good standing and continue operating. 

Failure to file annual reports on time can result in late fees. Most states enforce additional penalties on lapsed entities. These include the loss of naming rights, loss of access to the courts, and administrative dissolution. Many banks, licensing agencies, and even prospective clients require evidence that a business is in good standing. By filing annual reports each year on time, companies avoid the costly and potentially embarrassing consequences of noncompliance. 

Corporations and LLCs typically have to file an annual report in the formation state and every state where it is registered to do business. This requirement typically starts the year after formation or foreign qualification and continues until Articles of Dissolution in the formation state or Articles of Withdrawal in the foreign state are filed. 

Some states require a report only every other year. A few do not have any information reporting requirements. And some require an initial report within a short time of incorporation or foreign qualification. 

When you establish a company in the US, your legal form (via its Formation Deed) can prescribe the minimum required content. The filing office may be authorized to require additional information that will aid in the filing process.  Typically, however, the report must set forth, at a minimum: 

• The company’s legal name 
• In the case of a foreign company, the fictitious name it qualified under, if any 
• The principal office address in the state, if any 
• The principal office address wherever located 
• The registered agent’s name 
• The registered office address 
• The names and business addresses of directors and officers (for a corporation), managers and members (for an LLC) or partners (for an LP or LLP)