What this is: This guide explains key changes and less common requirements related to annual report filings across various US jurisdictions. It focuses on state-specific complexities such as ownership disclosures, labor code certifications, property interests, and foreign beneficial ownership reporting that go beyond standard entity filings.
What this means: While most businesses are familiar with basic annual report obligations, like confirming addresses and listing officers, some states now require significantly more detailed disclosures. These additional requirements, if overlooked, can lead to costly penalties, delayed processing, or even administrative dissolution. By understanding what’s required and when, you can better manage compliance across all jurisdictions where your entities operate.
Annual reports are required filings that provide updated business entity information, such as principal office address, officers, directors, and ownership structure,—to the Secretary of State or equivalent filing office. These reports are essential for maintaining an entity’s good standing, which is crucial for conducting business, entering into contracts, and obtaining financing.
Staying ahead of annual report filing requirements is essential to keeping your business in good standing and ensuring smooth retrieval of good standing certificates when needed. As state agencies continue to refine their compliance systems and add transparency mandates, understanding the nuances can be overwhelming. Below, we highlight recent and upcoming changes across several states where even “standard” filings can require close attention. Whether you manage filings in-house or through a trusted provider, being informed is the first step toward avoiding costly penalties.
Alaska: Percentage Ownership and No Mid-Form Updates
In Alaska, biennial reports require percentage of ownership to be listed for all members in member-managed LLCs, a requirement that promotes transparency and can support due diligence and equity recordkeeping efforts to be listed for all members in member-managed LLCs, a longstanding requirement that continues to distinguish Alaska from other jurisdictions. Additionally, corporate shareholders holding 5% or more of issued shares must be identified. Unlike in many states, you cannot use the biennial report to update stock information or NAICS codes; these must be filed separately, adding an extra administrative layer.
Arizona: Uncommon Disclosure and Attestation Requirements
Arizona’s annual report process is marked by unusual and detail-intensive disclosure requirements, designed to help combat fraudulent business filings:
- All corporations must submit a Certificate of Disclosure, which includes questions about officers, directors, and significant shareholders (≥10%) regarding involvement in legal matters, including: securities violations, consumer fraud, antitrust, bankruptcy or fraud-related convictions within the last five years.
- If any “yes” responses are provided, filers must attach supporting documentation using designated state forms.
These added disclosure steps distinguish Arizona from states with more routine filing requirements, reinforcing a strong anti-fraud and verification framework embedded directly into the annual report process.
Arizona: New Compliance Obligation for Inactive LLCs
New in 2026: LLCs that haven’t filed with the state in two years will receive an Attestation of Existence notice. Failure to respond could result in dissolution. While not part of the annual report, this is a critical LLC compliance step.
California: Online Filing and Labor Code Compliance
California continues to require Statements of Information on an annual basis for most corporations and on a biennial basis for LLCs, all of which must be filed online.
In addition to disclosing basic officer and address information, California corporations should also be aware of Labor Code Section 2810.6, which is administered by the Division of Labor Standards Enforcement (DLSE).
Delaware: Plan Early, File Smart
Delaware corporations must file an Annual Report and pay their franchise tax by March 1 each year, regardless of income or activity. The filing fee is $50, and tax is calculated using either the Authorized Shares method (minimum $175) or the Assumed Par Value Capital method (minimum $400). Many corporations collaborate internally to gather cap table and asset information necessary for the Assumed Par method, which is a process that can take time so planning ahead of the deadline is essential. Late filing triggers a $200 penalty, and Delaware applies 1.5% monthly interest to any unpaid balance.
Corporations with a tax liability of $5,000 or more must make estimated payments throughout the year.
Hawaii: Digital Filing, Human Review
Hawaii supports online filing, and the annual report form is relatively straightforward. Even with online filing capabilities, Hawaii still requires manual review, making automated status monitoring critical, especially for internal compliance workflows. Entities should file early within the window, monitor filing status regularly, and consider expedited processing if timing is tight.
Illinois: Capital Disclosures and Ownership Reporting
Illinois annual report filings can be complex due to franchise tax rules:
- If issued shares or paid-in capital have changed since the last filing, corporations must file Form BCA 14.30 (Cumulative Report of Changes in Issued Shares and Paid-In Capital).
- This form requires paper filing, even when the associated annual report is submitted electronically, and includes financial data to calculate franchise tax.
- Additionally, Illinois asks corporations to affirm whether the entity is female- or minority-owned (defined as 51% ownership). Public companies headquartered in Illinois must also file a Female and Minority Directors Report.
Stay compliant. Let us handle your annual report filings.
Massachusetts: Officer Term Dates and Annual Report Specifics
Massachusetts sets specific deadlines for annual reports based on entity type, requiring corporations to file within 2.5 months after the end of their fiscal year and LLCs by their anniversary date. A noteworthy detail is that corporations must disclose the term expiration dates of officers, an uncommon requirement not seen in most states. Additionally, corporations must answer whether they are a cemetery corporation that does not hold perpetual care funds in trust. If the corporation does hold perpetual care funds in trust, it must attach a copy of the written instrument establishing the trust and any amendments. In such cases, the annual report must be filed by facsimile, mail, or in person.
Michigan: Online-Only Filing Mandate
As of June 23, 2025, Michigan’s new state registry portal mandates that all annual reports and statements must be filed online. Paper submissions are no longer accepted. This modernization aligns Michigan with digital-first states like Florida and Delaware.
New Jersey: Annual Reports with Insurance Disclosure
The annual report must confirm the name and address of at least one managing member or corporate officer. Additionally, businesses must attest to compliance with workers’ compensation insurance requirements, as mandated by state law. This ensures that active employers have secured appropriate insurance coverage or qualify for an exemption.
South Dakota: Simpler on the Surface, but Watch the Disclosure Requirements
Entities must report whether they own or lease agricultural land in South Dakota and whether they have any foreign owners or beneficial interests. If the answer to either question is yes, then the report must be filed online or the paper form must be prepared online.
A foreign beneficial owner is defined as a “foreign entity” registered outside of the United States or its territories or having more than ten percent ownership by a foreign government, foreign person, or any combination thereof. A “foreign government” means a government or state-controlled enterprise of a government, other than the United States, its states, its territories, or its federally recognized Indian Tribes. A “foreign person” is a natural person who is not a United States citizen or resident.
Additionally, late filing fees escalate quickly and administrative dissolution occurs after just one year of delinquency.
Washington: Initial and Annual Reports with Expanded Disclosures
Washington LLCs and corporations must file an initial report within 120 days of formation, followed by annual reports due by the end of their anniversary month. The report must list all governing persons and maintain a valid registered agent.
Washington’s annual report also includes expanded disclosure questions, including whether the entity owns land, buildings, or other real property in the state, and whether there has been any transfer of stock, financial interest, or exercised option agreements in the past 12 months that resulted in a change in controlling interest. These disclosures go beyond typical entity data and reflect the state’s heightened interest in ownership transparency and property accountability.
Key to Success: Keeping Good Records and Having a Tracking System in Place
Although many states have different requirements to remain in good standing within their jurisdictions, compliance can generally be maintained by keeping good records and tracking when annual reports (in addition to taxes and required business licenses) are due. Think of it like brushing your teeth; skip it a few times and things can get messy fast. Even with the best adherence to these rules, however, remaining in good standing can still be a challenge, especially for organizations with multiple entities operating in different states or business models that trigger multiple report filings.
If your organization is spending significant time and resources managing these requirements internally, consider outsourcing annual compliance to an experienced registered agent service provider. Doing so can help reduce risk, save time, and ensure your entities stay in good standing year-round.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
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