Many foreign entrepreneurs miss a critical detail after forming their US LLC: the annual report (sometimes called a biennial statement or annual renewal). Missing this filing can result in late fees, loss of good standing, and even administrative dissolution — wiping out all the work invested in forming the company.
Example: Sarah, an entrepreneur from Germany, formed a Delaware LLC to sell goods online. Business boomed. But she missed the Delaware annual report deadline. Months later, when she tried to secure a small business loan, she discovered her LLC had been administratively dissolved. She had to spend significant time and money on reinstatement.
This guide covers every US state's annual report requirements for foreign-owned LLCs.
State-by-State Requirements (2025)
Note: Fees and deadlines change. Always verify with the official state website before filing.
| State | Report Type | Filing Deadline | Fee (USD) | Official Portal | Penalties | | --- | --- | --- | --- | --- | --- | | Alabama | Annual | April 15 | $100 | AL SoS | Late fee, potential dissolution | | Alaska | Biennial | January 2 of even-numbered years | $100 | AK Corporations | Late fee, administrative dissolution | | Arizona | Annual | Anniversary of formation | $45 | AZ Corporation Commission | Late fee, potential dissolution | | Arkansas | Annual | Anniversary of formation | $150 | AR SoS | Late fee, administrative dissolution | | California | Biennial | Last day of formation anniversary month | $20 | CA SoS | Late fee, suspension | | Colorado | Annual | Anniversary of formation | $10 | CO SoS | Late fee, administrative dissolution | | Connecticut | Annual | Anniversary of formation | $20 | CT SoS | Late fee, administrative dissolution | | Delaware | Annual | June 1 | $300 (plus franchise tax) | DE Division of Corporations | Late fee, loss of good standing | | Florida | Annual | May 1 | $138.75 | FL Division of Corporations | Late fee, administrative dissolution | | Georgia | Annual | April 1 | $50 | GA SoS | Late fee, administrative dissolution | | Hawaii | Annual | Anniversary of formation | $15 | HI DCCA | Late fee, administrative dissolution | | Idaho | Annual | End of formation anniversary month | $0–$30 | ID SoS | Late fee, administrative dissolution | | Illinois | Annual | Before first day of anniversary month | $75 | IL SoS | Late fee, administrative dissolution | | Indiana | Biennial | End of anniversary month (even years) | $50 | IN SoS | Late fee, administrative dissolution | | Iowa | Biennial | April 1 of even-numbered years | $30 | IA SoS | Late fee, administrative dissolution | | Kansas | Annual | Anniversary of formation | $50 | KS SoS | Late fee, administrative dissolution | | Kentucky | Annual | End of June | $15 | KY SoS | Late fee, administrative dissolution | | Louisiana | Annual | Anniversary of formation | $30 | LA SoS | Late fee, administrative dissolution | | Maine | Annual | June 1 | $85 | ME SoS | Late fee, administrative dissolution | | Maryland | Annual | April 15 | $300 | MD DAT | Late fee, administrative dissolution | | Massachusetts | Annual | Anniversary of formation | $500 | MA SoS | Late fee, administrative dissolution | | Michigan | Annual | February 15 | $25 | MI LARA | Late fee, administrative dissolution | | Minnesota | Annual | December 31 | $0 | MN SoS | Administrative dissolution | | Mississippi | Annual | April 15 | $0 | MS SoS | Administrative dissolution | | Missouri | Annual | Anniversary of formation | $0 | MO SoS | Administrative dissolution | | Montana | Annual | April 15 | $20 | MT SoS | Late fee, administrative dissolution | | Nebraska | Biennial | March 1 of even-numbered years | $10 | NE SoS | Late fee, administrative dissolution | | Nevada | Annual | Last day of formation anniversary month | $150 | NV SoS | Late fee, administrative dissolution | | New Hampshire | Annual | April 1 | $100 | NH SoS | Late fee, administrative dissolution | | New Jersey | Annual | End of formation anniversary month | $75 | NJ Treasury | Late fee, administrative dissolution | | New Mexico | Annual | Anniversary of formation | $25 | NM SoS | Late fee, administrative dissolution | | New York | Biennial | Formation anniversary month every two years | $9 | NY DoS | Late fee, administrative dissolution | | North Carolina | Annual | April 15 | $200 | NC SoS | Late fee, administrative dissolution | | North Dakota | Annual | November 15 | $50 | ND SoS | Late fee, administrative dissolution | | Ohio | N/A | N/A — no annual report required | N/A | OH SoS | N/A | | Oklahoma | Annual | Anniversary of formation | $25 | OK SoS | Late fee, administrative dissolution | | Oregon | Annual | Anniversary of formation | $100 | OR SoS | Late fee, administrative dissolution | | Pennsylvania | Decennial | Every 10 years | $70 | PA DoS | Late fee, administrative dissolution | | Rhode Island | Annual | November 1 | $50 | RI SoS | Late fee, administrative dissolution | | South Carolina | Annual | Anniversary of formation | $25 | SC SoS | Late fee, administrative dissolution | | South Dakota | Annual | Anniversary of formation | $50 | SD SoS | Late fee, administrative dissolution | | Tennessee | Annual | Anniversary of formation | $300 minimum | TN SoS | Late fee, administrative dissolution | | Texas | Annual | End of formation anniversary month | $0 | TX SoS | Administrative dissolution | | Utah | Annual | Anniversary of formation | $15 | UT Commerce | Late fee, administrative dissolution | | Vermont | Annual | Anniversary of formation | $35 | VT SoS | Late fee, administrative dissolution | | Virginia | Annual | Last day of formation anniversary month | $50 | VA SCC | Late fee, administrative dissolution | | Washington | Annual | Anniversary of formation | $60 | WA SoS | Late fee, administrative dissolution | | West Virginia | Annual | July 1 | $25 | WV SoS | Late fee, administrative dissolution | | Wisconsin | Annual | End of formation anniversary quarter | $25 | WI DFI | Late fee, administrative dissolution | | Wyoming | Annual | First day of formation anniversary month | $60 minimum | WY SoS | Late fee, administrative dissolution |
Key State Deep Dives
Delaware
Delaware LLCs must file an annual report and pay franchise tax by June 1 each year. The $300 report fee is separate from the franchise tax, which varies based on your LLC's structure. Even inactive LLCs must file and pay at least the minimum. Late filing results in a $200 penalty plus 1.5% monthly interest on unpaid taxes.
Foreign owners often struggle with the franchise tax calculation. Use a registered agent that offers assistance with this, or consult a tax professional.
Wyoming
Wyoming LLCs file by the first day of their formation anniversary month. The minimum fee is $60, calculated on assets located in Wyoming. Foreign-owned LLCs with no physical Wyoming assets typically pay the $60 minimum. File online at the Wyoming Secretary of State website using your LLC's control number.
Nevada
Nevada requires both an annual report ($150) and an annual state business license renewal. Missing either results in penalties and potential dissolution. Many foreign founders miss the business license requirement because they focus only on the annual report.
Florida
Florida LLCs file by May 1 each year ($138.75 fee). The filing is a simple update of contact information and registered agent confirmation. Missing the deadline triggers a $400 late fee and potential administrative dissolution.
New Mexico
New Mexico is relatively low-cost ($25) with a straightforward online filing process. Filing confirms the LLC's contact information and registered agent. A popular state for foreign founders due to its simplicity.
How to File from Outside the USA
Filing remotely is entirely manageable:
- Use a registered agent — your agent receives annual report reminders and can assist with or complete the filing on your behalf
- Pay with a credit card — most states accept international credit cards for online filings; some registered agents will pay the fee and invoice you
- Use electronic signatures — most states accept e-signatures (DocuSign, Adobe Sign)
- Plan ahead — set calendar reminders 60 days before each deadline
- Keep records — save confirmation emails and payment receipts for all annual report filings
Compliance Checklist
- [ ] Know your formation date and state — your anniversary-based deadlines depend on this
- [ ] Set calendar reminders 60+ days before each deadline
- [ ] Verify your registered agent's address and contact information are current
- [ ] Pay any franchise taxes (Delaware, Nevada, Tennessee) separately from the annual report fee
- [ ] Keep copies of all filed reports and payment confirmations
FAQ
What happens if I miss the annual report deadline? Late fees apply first. If the filing remains overdue, the state may administratively dissolve your LLC. Reinstatement requires additional fees, paperwork, and time — and some states require filing all missed reports.
Can I file early? Most states allow early filing. Check the specific state's website.
Do I need a US accountant to file? No. Annual reports primarily update contact information and don't require accounting expertise. However, Delaware's franchise tax calculation may benefit from professional help.
What is the difference between an annual report and a tax return? The annual report is a state filing to confirm your LLC's existence and update its records. A tax return is a federal filing reporting income and expenses to the IRS. They are completely separate obligations.
From the Lexplair Store
Delaware LLC Formation Kit
Complete 9-chapter guide + Operating Agreement template. Form your Delaware LLC remotely as a non-US founder.
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