Top Annual Report Compliance Changes You May Have Missed

How States Are Using Reporting Requirements to Improve Transparency and Reduce Misuse

At-a-Glance: Annual Report Compliance Changes (2025–2026)

• Connecticut: Certain changes require an amended annual report when information changes (effective January 1, 2025).
• Delaware: Domestic corporations must disclose “nature of business” starting with the 2025 report year (due March 1, 2026)
• New York: Certain foreign-country LLCs authorized in NY must file initial and annual beneficial ownership reports starting January 1, 2026, in addition to NY’s biennial statement.
• Pennsylvania: Annual report verification begins in 2025, replacing the prior decennial confirmation system for most associations. 
• Washington: Email and electronic contact information becomes required in key sections, including Annual Reports (effective January 20, 2026).

Annual and periodic reports have long served a basic purpose. They confirm that a business entity continues to exist and identify who may act on its behalf. For decades, these filings functioned primarily as static checkpoints required to maintain good standing.

That framework has changed.

As state business registries modernize, Secretaries of State are updating annual report regimes to address a practical reality. Stale or incomplete registry records undermine transparency, impair notice delivery, and create opportunities for misuse. Recent changes reflect a shift away from passive confirmation toward active record maintenance.

This article highlights several state-level developments that demonstrate how annual report compliance is evolving beyond continued legal existence and toward supporting registry integrity for regulators, counterparties, and the public.

Connecticut: Now Requires Updates When Information Changes, Not Just Once a Year

Effective January 1, 2025, Connecticut updated its annual report framework so that key information must be corrected when it changes, rather than waiting until the next reporting year. Entities that have already filed their annual report and then experience changes to specified data must file an amended annual report.

Changes that can trigger an amended filing include updates to officers, directors, managers, members, principal office address, registered agent, NAICS code, and business email or other designated contact information. The amended annual report must reflect current information as of the amendment date and is subject to a filing fee.

Connecticut has moved away from treating the annual report as a static, once-a-year snapshot. The annual report establishes a baseline, and amendments are used to maintain accuracy throughout the year. For compliance teams, it is no longer sufficient to plan to correct changes with the next regular report. Material changes must be reflected in the public record on a more timely basis.

Delaware: Annual Reports Now Require Disclosure of the “Nature of Business”

Beginning with the 2025 report year, due March 1, 2026, Delaware requires domestic corporations to disclose the nature of their business as part of the annual franchise tax report. Filers must select from standardized activity categories or provide a limited descriptive entry. The filing system will not accept submission without this information.

Delaware also restricted the use of registered agent addresses as a corporation’s principal place of business, reinforcing the distinction between statutory service addresses and operational locations.

Delaware annual reports historically focused on identity and contact information. By requiring a business activity disclosure, the state expanded the report’s function from confirmation to classification. This increases the usefulness and consistency of registry data.

New York: Annual and Ongoing Transparency Obligations for Certain LLCs

Beginning January 1, 2026, New York requires certain limited liability companies formed under the laws of foreign countries and authorized to do business in the state to file initial and annual beneficial ownership reports with the Department of State.

These filings are in addition to, and do not replace, New York’s existing biennial statement requirement. Covered entities must maintain both obligations on separate schedules.

The current scope reflects statutory definitions aligned with federal beneficial ownership frameworks. While limited today, the structure supports ongoing reporting and may evolve alongside future policy developments.

New York has layered ownership-level transparency onto existing registry maintenance requirements, signaling that management information alone may not be sufficient for certain entity populations.

For more detail on the New York LLC Transparency Act and updates, see: New York’s LLC Transparency Act: Important Updates.

Pennsylvania: From Decennial Confirmation to Annual Verification

Pennsylvania implemented a new Annual Report requirement for most domestic and foreign filing associations beginning in 2025. The prior decennial reporting system has been eliminated. Corporations, limited liability companies, partnerships, nonprofits, and other associations must now affirm registry information on an annual basis.

Failure to file may result in administrative dissolution or revocation following statutory notice.

Moving from a ten-year verification cycle to an annual one significantly reduces the duration that outdated or abandoned records can remain on the registry. Continued presence now requires regular confirmation of accuracy.

Washington: Electronic Contact Information Becomes a Filing Requirement

Effective January 20, 2026, Washington requires email addresses in key contact sections of business filings, including Annual Reports. Filings that omit required electronic contact information may be rejected.

This requirement applies to both registered agent and principal office contact information and reflects a broader move toward electronic notice as a core registry function.

Annual Reports are only effective if the state can reliably reach the entity. By making electronic contact information a condition of filing acceptance, Washington reinforced the role of Annual Reports as operational communication records.

Federal Context: Why Transparency Expectations Have Increased

The Federal Corporate Transparency Act (CTA) introduced a national beneficial ownership reporting framework administered by FinCEN, separate from state filing systems and independent of Secretary of State annual report regimes. While the CTA does not impose obligations on state registries, its enactment, along with subsequent changes to its scope, has heightened expectations around the accuracy, consistency, and accountability of business entity records more broadly.

Looking Ahead: Delaware Trade Names and the End of “File-and-Forget” Registrations

Beginning February 2, 2026, Delaware will modernize trade name filings by moving from county-level records to a centralized, statewide registry tied to the Business License lifecycle. New trade name registrations must be filed through the state’s One Stop system and linked to an active licensed business.

While trade names historically required little ongoing interaction, their integration with licensing introduces a recurring validation layer that did not previously exist.

This change extends registry integrity principles beyond formal entities to the names used in commerce. It addresses a long-standing gap where public-facing identifiers could persist without centralized oversight.

Against that backdrop, states have continued to modernize their own annual report and registry maintenance requirements independently. These efforts focus on tightening what information must be reported, how quickly changes must be reflected, and how reliably entities can be contacted, so that public business records remain usable regardless of where ownership information is ultimately collected.

Key Takeaway: Annual Reports Are Becoming Active Registry Maintenance Tools 

Annual Report compliance is no longer limited to preserving legal existence. States are redesigning these filings to support accurate, current, and usable business registries through structured data requirements, timely updates, electronic reachability, and expanded scope.

For businesses and compliance professionals, the implication is practical. Annual Reports now function as active records relied upon by regulators and the public alike, and their accuracy increasingly matters beyond the filing deadline.

This article is provided for informational purposes only and does not constitute legal advice.