LLC Annual Compliance Requirements Checklist
This resource provides general educational information about ongoing U.S. business compliance requirements. Easybrise offers administrative support tools to help businesses stay organized, but does not provide legal, tax, or regulatory advice.
Key Takeaways
- LLC annual compliance requirements at a glance
- Layer 1: State annual reports and fees
- Layer 2: Registered agent and good standing
- Layer 3: Federal filings for foreign-owned LLCs
- Layer 4: Beneficial ownership (BOI) — current position
LLC annual compliance requirements at a glance
LLC annual compliance requirements fall into two layers: what your formation state expects, and what the federal government expects. State obligations may include an annual report or franchise tax, plus keeping a registered agent continuously appointed. Delaware LLCs do not file an annual report. The flat annual tax is $300 for tax years through 2025 (last paid June 1, 2026) and $400 from tax year 2026 (first due June 1, 2027). Late payment results in a $200 penalty plus interest and loss of good standing. Delaware corporations separately file an annual report and pay franchise tax by March 1. Federal obligations depend on how the LLC is owned and taxed, and for foreign-owned single-member LLCs they apply even in years with no income and no tax due.
This checklist is written for founders outside the US who own a US LLC remotely. It covers the recurring items, when they fall due, what happens if they are missed, and how the beneficial ownership reporting position now stands. It is educational material and not legal or tax advice.
State late fees are usually modest. Federal information-return penalties for foreign-owned LLCs are substantially larger and can accrue, which is why the federal layer belongs at the top of your calendar, not the bottom.
Layer 1: State annual reports and fees
Most states require an LLC to confirm its details once a year and pay a fee to remain in good standing. The report itself is usually short — company name, principal address, registered agent, and sometimes members or managers. The fee and the due date depend entirely on the state.
- Due dates vary: some states use the formation anniversary, others a fixed calendar date for all entities.
- Fee structures vary: a flat annual report fee in some states, a franchise tax or asset-based calculation in others.
- A few states do not require an annual report for LLCs at all, but still require an agent and may impose other filings.
- Missing the report typically triggers a late penalty, then delinquent status, then administrative dissolution.
- Reinstatement after dissolution costs more than the report ever would and can interrupt banking.
State fees and deadlines change. Confirm the current amount and due date on your Secretary of State website each year rather than assuming last year's figure still applies.
Layer 2: Registered agent and good standing
- Renew your registered agent before it expires — an agent lapse can silently break your notice chain.
- Confirm the state registry still lists the correct agent and address after any change.
- Pull a good standing check once a year; banks and processors sometimes verify it during reviews.
- Update the state if your principal business address changes.
Layer 3: Federal filings for foreign-owned LLCs
A single-member LLC owned by a non-US person is generally treated as a disregarded entity for US federal tax purposes, but it is treated as a corporation for specific reporting rules. In practice, that means the LLC is generally required to file a pro forma Form 1120 with a Form 5472 attached, reporting reportable transactions between the LLC and its foreign owner or related parties.
- The obligation is generally driven by reportable transactions, not by profit — capital contributions and owner distributions can be reportable.
- The EIN must be in place before the filing can be made.
- Penalties for failing to file Form 5472 are significant per form and can increase if the failure continues after notice.
- Multi-member LLCs are generally treated as partnerships and follow a different filing path, typically a partnership return with schedules for each partner.
- An LLC that has elected corporate treatment files as a corporation instead.
- Separate obligations can apply for foreign financial account and information reporting depending on your circumstances.
Whether US income tax is owed, and which forms apply, depends on facts specific to you — where work is performed, whether there is a US trade or business, and any treaty position. Have a qualified US tax professional confirm your filing set before your first deadline.
Layer 4: Beneficial ownership (BOI) — current position
Under FinCEN's final rule effective August 14, 2026, all entities created by filing with a US state — including US-formed LLCs and corporations — are permanently exempt from beneficial ownership information reporting. Only foreign-formed entities that register to do business in the United States remain subject to the reporting requirement.
- Every US-formed LLC or corporation is permanently exempt from BOI reporting, regardless of its owners' nationality.
- A company formed outside the US that registers as a foreign entity in a US state is the population the rule now targets.
- The permanent BOI exemption does not affect applicable state annual reports, franchise taxes, or federal tax filings.
FinCEN's final rule effective August 14, 2026 permanently exempts all US-formed LLCs and corporations. Foreign reporting companies remain responsible for filing and updating BOI reports.
Layer 5: Situational obligations
Not every LLC has these, but they catch founders by surprise when they apply.
| Trigger | Obligation | Notes |
|---|---|---|
| Selling taxable goods into a state | Sales tax registration and returns | Thresholds and rules differ by state |
| Paying US contractors | Contractor information reporting | Collect tax forms before the first payment |
| Hiring US employees | Payroll registration and withholding | Adds state-level employer accounts |
| Operating physically in a second state | Foreign qualification in that state | Requires an agent in that state too |
| Holding inventory in the US | Potential state nexus | Common with fulfilment warehouses |
| Corporate tax election | Corporate return instead of disregarded treatment | Changes the entire filing set |
Your annual compliance calendar
- Confirm the state annual report due date and file it on time
- Pay the state annual report or franchise fee
- Renew the registered agent and verify the state record is correct
- Confirm the entity shows as in good standing in the state registry
- Close the books for the year and reconcile every business account
- Compile owner contributions and distributions for reportable-transaction reporting
- File the federal information return and Form 5472 if your LLC is foreign-owned and single-member
- Confirm whether any foreign-formed entity registered in the US has a BOI filing or update due
- Review whether any state sales tax or payroll registration was triggered during the year
- Confirm registered addresses, emails, and authorised signers are still accurate everywhere
The practical habit that prevents most problems is simple: put every recurring date into a calendar with a reminder set at least thirty days before, and keep one folder containing the formation document, EIN letter, operating agreement, and each year's filed returns. Almost every compliance emergency traces back to a deadline nobody was watching or a document nobody could find.
- Registered agent responsibilitiesKeeping the notice chain intact.
- Forming a US LLC as a non-residentThe formation steps that create these obligations.
- EIN application guideThe number you need before any federal filing.
- Scaling a US LLC remotelyHow compliance grows with revenue.
Frequently asked questions
What are the annual compliance requirements for a US LLC?
Typically a state annual report and fee, continuous appointment of a registered agent, and federal filings appropriate to how the LLC is owned and taxed. Foreign-owned single-member LLCs generally have federal information reporting obligations even in years with no income.
Does my US LLC still need to file a BOI report?
Under FinCEN's final rule effective August 14, 2026, all US-formed LLCs and corporations are permanently exempt from BOI reporting. Only foreign reporting companies must file.
What is Form 5472 and does my LLC need it?
Form 5472 reports transactions between a US entity and its foreign owner or related parties. A single-member LLC owned by a non-US person is generally required to file it attached to a pro forma Form 1120, and the obligation is driven by reportable transactions rather than by profit.
What happens if I miss a state annual report?
States typically apply a late penalty first, then mark the entity delinquent, and eventually administratively dissolve it. Reinstatement usually costs more than the report and can disrupt banking, so calendar the deadline with a reminder well in advance.
Do I need to file anything if the LLC had no revenue?
Usually yes. State annual reports are generally due regardless of activity, and federal information reporting for foreign-owned single-member LLCs can be triggered by transactions such as owner contributions even when there is no income.
Want compliance handled on a schedule?
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Related guides
Continue learning with recommended next steps in Compliance.