An LLC annual report is a short filing you submit to your state, usually every one or two years, confirming your company’s legal name, principal address, registered agent, and the people who manage it. States use it to keep their business registry current. Fees generally run from under $10 to a few hundred dollars, and missing the deadline can lead to late penalties, loss of good standing, and eventually the state ending your LLC’s authority to do business.
What Goes on the Form
The information the state wants is basic, and most of it should already match your formation documents:
- Your LLC’s legal name, exactly as filed.
- The principal office address where the business operates.
- Your registered agent and their current address.
- The names and business addresses of members or managers.
Some states also ask for a short description of what your business does. Check every entry against your operating agreement and articles of organization before you submit. A small mismatch between the state’s records and your filing can delay processing or flag the report for review.
When It’s Due and What It Costs
Most states require an annual filing. A handful use a biennial schedule, including Alaska, California, Indiana, Iowa, Nebraska, New York, and the District of Columbia, so you file once every two years there. Deadlines also vary: some states set a fixed calendar date like April 1, while others tie the deadline to the anniversary month of your LLC’s formation. Your state’s online business search tool will show your specific due date.
Fees are all over the map. Colorado charges $10 a year; New York’s biennial fee is $9; the District of Columbia charges $300 for its two-year report. Most states land somewhere between $25 and $150. Payment is due with the report, and the state won’t process the filing without it. Some states add a small convenience fee for online submission or offer paid expedited processing.
States That Don’t Require a Report
Arizona, Missouri, New Mexico, and Ohio are among the states that don’t require LLCs to file annual or biennial reports. If your LLC was formed in one of those states and you don’t operate anywhere else, you can skip this entirely. If you’re registered to do business in other states (foreign qualification), you’ll likely owe an annual report in each of those states regardless of your home state’s rules.
Dormant LLCs Still Have to File
No revenue doesn’t excuse the filing. In nearly every state that requires annual reports, the obligation runs as long as your LLC is registered, whether you earned a dollar or not. If you want to stop filing, the correct move is to formally dissolve or withdraw the entity. Just ignoring the report puts a dormant LLC on the same path to penalties and dissolution as an active one.
How to File
Most states handle annual reports through an online portal run by the Secretary of State. You log in with your LLC’s entity ID, review what the state has on file, update anything that’s changed, and pay the fee electronically. If nothing has changed, the whole thing takes a few minutes. You’ll usually get a digital confirmation right away, and the public database updates within a few business days.
Paper filing by mail is still an option in some states. It’s slower, sometimes costs more, and can take several weeks to show up in the state’s records.
What Happens If You Miss the Deadline
The consequences stack up the longer you wait.
Late Fees and Loss of Good Standing
The first hit is a late fee, which runs from around $25 to several hundred dollars depending on the state. The state also changes your LLC’s status to “not in good standing,” and that status is public. Banks may freeze your business account or decline new credit. Professional licenses can be held up at renewal. Anyone who checks the state registry, including potential clients and partners, will see the delinquency.
Administrative Dissolution
If the report stays unfiled long enough, often six months or more past the deadline, the state can administratively dissolve the LLC. Before that happens, the Secretary of State sends a notice identifying the problem and giving you a window to fix it. If you don’t cure the issue in that window, the state signs a statement of administrative dissolution ending your LLC’s authority to do business.1Bureau of Indian Affairs. Uniform Limited Liability Company Act (2006)
A dissolved LLC still exists as a legal entity, but only to wind up its affairs and liquidate assets. It can’t take on new business, sign contracts, or file lawsuits.1Bureau of Indian Affairs. Uniform Limited Liability Company Act (2006) If someone keeps running the business anyway, courts have held the individuals acting for the LLC personally liable for debts and obligations incurred during the dissolved period. Creditors could reach personal bank accounts, real estate, and other assets the LLC was supposed to shield.
Reinstating a Dissolved LLC
Most states let you bring a dissolved LLC back, but you have to clear every overdue obligation first. The process generally has three parts:
- File every annual or biennial report you missed, with the fee for each one.
- Pay all late fees plus any reinstatement fee, which usually runs $20 to $100 on top of the back fees.
- Get a tax clearance letter if your state requires proof that the LLC is current on state taxes.
Once reinstatement is approved, most states treat it as if the dissolution never happened, which usually clears up contracts and lawsuit capacity lost during the gap. Reinstatement isn’t always a full cure, though. Courts have sometimes held individuals personally liable for contracts they signed for the LLC during the dissolved period even after the LLC was later restored.
This Is Not the Federal BOI Filing
The state annual report is separate from the federal Beneficial Ownership Information (BOI) report created by the Corporate Transparency Act. As of March 2025, the Treasury Department’s Financial Crimes Enforcement Network exempted all domestically formed companies from BOI reporting. The rule now applies only to entities formed under foreign law that have registered to do business in a U.S. state.2FinCEN.gov. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons If your LLC was formed in any U.S. state, you don’t file a BOI report with FinCEN. You still owe your state annual report.