What are the annual report requirements by state for a foreign-owned LLC?

Most states require LLCs to file an annual report (some call it a biennial report or annual statement) to keep their entity in good standing. The annual report typically confirms the LLC's:

- Name and state file number - Registered agent name and address - Principal office address - Members or managers (in some states)

Failing to file the annual report can result in the LLC being administratively dissolved or having its authority to do business revoked. This is a separate obligation from any tax filings.

Here are the annual report costs and deadlines for the most popular LLC formation states:

New Mexico: $0 — No annual report required for domestic LLCs Wyoming: $60 — Due on the formation anniversary month Delaware: $400 (annual tax, raised from $300 for 2026; no separate annual report) — Due June 1 Texas: $0 franchise tax at or below the 2026–27 $2.65M threshold; required PIR/OIR due May 15 Florida: $138.75 — Due May 1 Nevada: $150 (Annual List) + $200 (Business License) = $350 — Due on formation anniversary California: $20 (Statement of Information) + $800 (franchise tax) = $820 — Due within 90 days of formation, then every 2 years (SOI) / annually (franchise tax) New York: $9 (biennial statement) + LLC fee (varies) — Due every 2 years (statement) Illinois: $75 — Due on formation anniversary Colorado: $10 — Due on formation anniversary

For foreign-owned LLCs seeking to minimize annual costs:

1. New Mexico: $0 state fees (just registered agent cost of $50-$200/year) 2. Colorado: $10 annual report + registered agent ($60-$210/year total) 3. Wyoming: $60 annual report + registered agent ($110-$260/year total) 4. Texas: $0 franchise tax at or below the no-tax-due threshold + registered agent ($50-$250/year total), but the applicable PIR/OIR is still due May 15

The total annual cost to maintain a U.S. LLC ranges from approximately $50/year (New Mexico with budget registered agent) to $1,100+/year (California with franchise tax and registered agent).

Beyond state fees, all foreign-owned LLCs must file the federal Form 5472 + pro forma 1120, which costs $200-$500 if using a paid preparer.

Missing annual report deadlines can have serious consequences:

- Wyoming: $50 late fee, administrative dissolution after 60 days - Delaware: $200 late penalty + 1.5% monthly interest on the $400 annual tax (2026) - Florida: $400 late fee, administrative dissolution after September (4+ months late) - Nevada: $150 penalty for late Annual List filing - California: $250 penalty for late Statement of Information + separate penalties for late franchise tax - Illinois: Administrative dissolution for 2+ years of non-filing

Most states provide a reinstatement process, but it requires filing all delinquent reports and paying all back fees, penalties, and interest. Reinstatement fees can be significant.

A practical note: most missed annual reports happen not because the fee is unaffordable but because nobody was watching the calendar — registered agents forward notices, they don't file for you. If you'd rather have the whole cadence handled, we partner with doola; their compliance service tracks each state's annual-report deadline and files on time, so the reinstatement math above never applies to you.

For most foreign-owned single-member LLCs that simply need a U.S. entity:

- Best for lowest cost: New Mexico ($0 state fees, registered agent only) - Best overall value: Wyoming ($60/year, strong LLC laws, good privacy) - Best for investor-facing businesses: Delaware ($400/year for 2026, but best legal framework) - Avoid for cost reasons: California ($800+ minimum), Nevada ($350 minimum)

Remember that your state of formation determines your annual state compliance obligations, but it does not affect your federal tax obligations. You must file the Form 5472 + pro forma 1120 regardless of which state you choose.

Also note that forming in one state does not protect you from tax obligations in other states where you have nexus. If you sell to California customers, you may owe California taxes regardless of where your LLC is formed.