The state annual (or periodic) report is a compliance requirement in the United States that is often overlooked. However, it applies to almost every company operating in the country. 

Why does it matter? 

This obligation is separate from both federal and state tax returns, and failing to comply can have serious consequences. 

What is a state annual report? 

Every U.S. company is incorporated and registered under the laws of a specific state. To remain active, companies must periodically file a brief report with the Secretary of State (or the equivalent authority) confirming and updating key corporate information, including: 

• the company's principal business address;  

• the names and addresses of directors, officers, managers or members;  

• the registered agent (the individual or entity located in the state that receives legal and official notices on behalf of the company).  

The filing is known by different names depending on the state –Annual Report, Statement of Information (California), Biennial Statement (New York), Periodic Report (Colorado), or Annual Registration (Georgia). Regardless of its name, the purpose is the same: to keep the public record up to date so the entity maintains its good standing status. 

This is a corporate law filing, not a tax filing. In most cases, the requirement also applies to companies with no U.S. income, no employees and no business activity during the year. It is separate from federal obligations such as Form 5472, the BOI (Beneficial Ownership Information) Report, or income tax returns. 

Non-compliance and its consequences 

Non-compliance often escalates quickly and without the foreign owner's knowledge, as notices are generally sent to the registered agent rather than directly to the overseas owner.

For foreign-owned groups operating in the United States, this risk is amplified. A single company may be registered to do business in multiple states, with separate filing obligations in each one. Non-compliance in just one state can disrupt banking, financing or transactions affecting the entire group. 

How often must the report be filed? 

The general rule is annual filing. Unless your entity falls within one of the exceptions below, you should assume that an annual filing obligation applies. 

a) States requiring biennial filings 

b) States with no periodic report (for some or all entity types) 

Note: ‘No report’ does not mean no obligations. These entities must still maintain a registered agent and remain compliant with franchise taxes, licence fees and tax filings. 

Special notice: Pennsylvania 

Pennsylvania replaced its former decennial report with a new annual report, effective 1 January 2025. 

Standard filing deadlines are: 

• Corporations: 30 June  

• LLCs: 30 September  

• LPs and LLPs: 31 December  

The filing fee is USD 7 (USD 0 for non-profit organisations). 

A transition period applies to the 2025 and 2026 reports. Full enforcement -including administrative dissolution after six months of non-compliance- will begin with the 2027 filings. Any Pennsylvania entity within your group should establish a regular filing process as soon as possible. 

States worth highlighting 

• Delaware: corporations file an annual report together with the franchise tax (due 1 March). LLCs do not file an annual report but must pay a fixed annual LLC tax (due 1 June). Failure to pay results in the loss of good standing.  

• Florida: annual reports are due 1 May for all entities. Significant late penalties apply after that date.  

• Texas: no Secretary of State annual report is required, but entities must file an annual Franchise Tax Report and Public Information Report with the Comptroller.  

• Virginia: no narrative report is required, but an annual registration fee must be paid to keep the entity active.  

Comprehensive support across the United States 

At Auxadi, we manage the accounting and compliance obligations of multinational groups operating across multiple U.S. states. Efficiently administering branches and subsidiaries is essential for ensuring seamless operations throughout the country. 

Our team ensures that each entity maintains an up-to-date registered agent in every state and handles any notifications received from the Secretary of State or other state authorities. 

With our Miami hub, Auxadi connects the European, Latin American and U.S. markets, providing comprehensive accounting and compliance support for companies operating throughout the United States.

About Auxadi

With 26 subsidiaries across Europe, the United States, and Latin America, Auxadi is today the leading Spanish accounting firm serving multinational companies and real estate investment funds. Through its technology-driven approach and strong client-focused culture, Auxadi acts as an extension of its clients’ finance departments worldwide, providing accounting, tax, payroll, transfer pricing, and corporate legal services.

Its proprietary MySPV technology platform, more than 300 employees, and over 1,700 clients have positioned Auxadi as a benchmark in the tech-enabled services sector, not only in Spain but internationally.

Author:

Julieta Eidelstein

Tax Manager – AR