An annual report (also called a periodic report, statement of information, biennial statement, or similar) is a recurring state filing that updates key business record information so the state can maintain current public records and determine whether an entity remains active and compliant.

These reports verify essential details: your legal name, business addresses, registered agent, and key personnel. States use this information to track who can sign contracts, accept legal documents, and represent your business. Your company's "good standing" status depends on filing these reports on time, which affects everything from bank loans to business licenses.

State terminology variations

Managing entities across multiple states means discovering that "annual report" is just one name among many. Each state labels essentially the same compliance filing differently, creating needless confusion.

The core information requested is similar in many respects (legal name, addresses, registered agent, principals) across states; however, the vocabulary and some content requirements shift from state to state. Here are a few examples of how terminology varies:

Note that the Texas PIR is filed with the Texas Comptroller of Public Accounts, not the Secretary of State. This distinction matters when tracking where each filing goes. Pennsylvania's shift from a decennial (10-year) report to a true annual report is also a significant change; any compliance calendar referencing a "10-year filing" for Pennsylvania is now outdated.

What information do annual reports typically request?

Every state designs its form differently, but they all ask for the same core information. Here's a quick breakdown:

Basic entity information starts every filing. You'll provide:

• Your legal business name

• Your state file number or entity ID

• Principal and mailing addresses

• Some states request a business purpose, NAICS code, or industry description. Connecticut now requires a NAICS code as a mandatory field effective January 1, 2025 under CT Public Act No. 24-111, per business.ct.gov.

• Formation date and state

Management and ownership details come next. Corporations list officers and directors, while LLCs list members or managers. Some states require full residential addresses, while others only require business addresses. Virtually all states require the registered agent's name and street address in the state. Oregon is a notable exception in how updates are handled: its annual report system permits only address information to be updated, and changes to officers, members, or other data require separate amendment filings, per sos.oregon.gov.

States also run a quick operational health check. They'll ask:

• If the company is active

• How many shares are authorized and outstanding for corporations

• What specific business you conduct

More states now require a reliable email address for compliance notices. Wisconsin requires the email address of the registered agent on its annual report form (Form 5), per dfi.wi.gov. Washington began requiring a valid email address on business filings in 2026, and filings that omit it may be rejected, per the Washington SOS. Connecticut also mandates a valid email address in annual report filings under CT Public Act No. 24-111.

Financial information appears only in certain states, but it can catch you off guard. Maryland combines its personal property tax return with the filing through its "Form 1 Annual Report and Business Personal Property Return," administered by the SDAT. If your business assets inside the state have a total original cost under $20,000, you are exempt from the personal property tax portion (but not from filing the annual report itself), per dat.maryland.gov. Other states might ask for revenue brackets or gross assets to calculate franchise taxes for your entities. Payroll questions occasionally appear when employment taxes are connected to the filing.

Watch for state-specific variations that can trip you up. For example:

• Professional corporations often list license numbers for each shareholder

• Financial services entities may need extra disclosures (though Pennsylvania explicitly exempts financial institutions and credit unions from its annual report)

• Healthcare practices sometimes attach board certifications, though healthcare licensing board requirements are a separate obligation from SOS annual reports

• Foreign entities may need a certificate of good standing from their home state before filing

Recent changes to annual report requirements (2024 to 2026)

Several states have made meaningful changes to their annual report requirements in the past two years.

Pennsylvania's annual report. Pennsylvania's Act 122 of 2022 replaced the former decennial (10-year) report with a true annual report effective January 1, 2025. The filing fee is $7 for business corporations, LLCs, LPs, and LLPs, and $0 for nonprofits, per pa.gov. Due dates vary by entity type: June 30 for corporations, September 30 for LLCs, and December 31 for LPs and LLPs. Per current DOS guidance, administrative dissolution for failure to file is not scheduled to begin until 2027, but the filings are required and accumulating.

New York's LLC Transparency Act. Effective January 1, 2026, non-exempt reporting LLCs registered in New York must file an annual beneficial ownership disclosure under the NYLLCTA, with a $25 fee per filing, per the NY DOS compliance guide. This is separate from the existing $9 biennial statement. NYLLCTA exemptions follow the categories of "exempt company" defined in state law and implementing rules, so any LLC's status should be confirmed against the DOS guide rather than assumed.

Connecticut's amended annual report. CT Public Act No. 24-111 (effective January 1, 2025) requires entities to file an amended annual report when specified information changes mid-cycle, including officers, directors, registered agent, NAICS code, or business email. This creates a rolling monitoring obligation that did not previously exist.

Texas PIR update. For report year 2024 and later, taxable entities below the No Tax Due threshold no longer file a No Tax Due Report, but they are still required to file the PIR or Ownership Information Report, per the Texas Comptroller.

Federal CTA status. Federal beneficial ownership reporting under the CTA is a separate obligation from state annual report filings, and changes to federal BOI rules do not themselves change any state annual report requirement, per the Congressional Research Service. State annual report obligations remain fully operative.

Consequences of non-compliance

Missing annual report deadlines triggers problems that multiply quickly and can threaten your business operations. These consequences include:

• Late fees and penalties. Florida imposes a $400 late fee on profit corporations and LLCs for annual reports filed after May 1, and current Sunbiz guidance treats the fee as mandatory rather than discretionary, per dos.fl.gov. Delaware assesses a $200 penalty plus 1.5% monthly interest when corporations miss the March 1 deadline, per corp.delaware.gov. Texas may assess a $50 late-filing penalty on franchise tax reports filed after May 15, plus a 5% penalty on tax owed (rising to 10% if more than 30 days late), per the Texas Comptroller. Entities below the No Tax Due threshold that file only a PIR or OIR should confirm penalty treatment directly with the Comptroller, as published guidance is less explicit for information-only filings.

• Loss of good standing status.

• Certificate restrictions. Delaware generally will not issue certificates of good standing while franchise taxes or annual reports are outstanding. New York entities are publicly marked "delinquent" in DOS records, per the NY DOS.

• Filing blocks. Once a Delaware entity is void or cancelled for non-payment, many subsequent filings (amendments, mergers, certificates) cannot be processed until the entity is revived or restored.

• Administrative dissolution. Florida dissolves entities that fail to file by the fourth Friday of September, roughly 4.5 months after the May 1 deadline, per Fla. Stat. § 605.0212. Delaware corporations become "Void" after one year of non-payment, while Delaware LLCs face cancellation after three years.

• Operational restrictions. In Florida, a non-compliant LLC may not maintain or defend any court action until reports are filed and fees paid, per Fla. Stat. § 605.0212. Texas forfeiture similarly denies the right to sue or defend in Texas courts under Texas Tax Code Chapter 171, Subchapter F.

• Personal liability exposure. Under Texas Tax Code § 171.255 and BOC § 11.254, forfeiture causes officers, directors, partners, members, and owners to become personally liable for certain entity debts incurred after forfeiture, and reinstatement does not extinguish that pre-reinstatement personal liability.

• Federal tax complications.

Reinstatement is possible but expensive. You'll pay every missed report, all accrued penalties, plus reinstatement fees. In Florida, reinstatement costs $100 for LLCs, $600 for corporations, and $175 for nonprofits, on top of all outstanding annual report fees. Missouri requires a $55 base fee plus all past-due reports, an application for rescission of dissolution, and a Certificate of Tax Clearance from the Department of Revenue that is valid for only 60 days, per sos.mo.gov.

Even entities that stop active operations must continue filing annual reports in the domestic state until formally dissolved, and in foreign states until the entity properly withdraws. Failure to withdraw before ceasing operations can result in accumulated penalties across multiple states simultaneously. One missed deadline can escalate from a minor penalty to a serious business threat. The most effective strategy is maintaining consistent compliance to avoid expensive and disruptive consequences that can jeopardize years of business development.

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Frequently asked questions about annual reports

Below are answers to common questions about state annual report filings for LLCs and corporations.

What is the difference between an annual report and a biennial report?

The filing itself is essentially the same; only the frequency differs. An annual report is due every year, while a biennial report is due every two years. States choose their own filing cycle. New York and Indiana require biennial filings, while most other states require annual filings. The information requested, including entity name, addresses, officers, and registered agent, is similar regardless of frequency.

How much does it cost to file an annual report?

Filing fees vary widely by state, ranging from $0 to $500 for standard flat-fee filings. Pennsylvania charges just $7, Kentucky charges $15, and Florida charges $138.75 for LLCs and $150 for corporations. Massachusetts charges $500 for LLCs. Some states have no filing fee at all for the report itself; Texas, for example, charges no SOS fee for the PIR. Delaware corporations pay a $50 report fee, but the accompanying franchise tax can range from $175 to over $250,000 depending on authorized share structure.

What happens if I miss my annual report deadline?

Consequences vary by state but typically begin with late fees and escalate to loss of good standing, inability to file certain documents, and eventually administrative dissolution or forfeiture. In Florida, a $400 late fee applies to profit entities after May 1. In Texas, forfeiture removes the entity's right to sue or defend in court and exposes officers and owners to personal liability for certain entity debts.

Do I still need to file annual reports if my business is inactive?

Yes. In most states, an entity must continue filing annual reports until it is formally dissolved or withdrawn. Simply stopping operations does not end the filing obligation. Accumulated penalties and delinquent filings will accrue until the entity is properly dissolved in its domestic state and withdrawn from every foreign state where it is registered.

Are annual report requirements changing?

Yes. Pennsylvania replaced its 10-year decennial report with a true annual report effective January 1, 2025. Connecticut now requires NAICS codes and email addresses on annual reports, and mandates amended filings when certain information changes mid-year. Washington began requiring email addresses on business filings in 2026. New York added a separate annual beneficial ownership disclosure for non-exempt reporting LLCs in 2026. These changes reflect a trend toward more frequent, more detailed reporting obligations.