Stay compliant · 4 min read
US business compliance: filings, deadlines and staying in good standing
Compliance failures are quiet. Nobody calls. The company simply stops being in good standing, and you find out when a bank asks for a certificate you cannot get.
The short answer
A US company must maintain a registered agent, file an annual or biennial report with its state, pay any franchise tax, keep required licences current, and meet federal filing obligations. Missing state filings leads to loss of good standing and eventually administrative dissolution, which is reversible but costs more than staying current.
Tax has deadlines everyone knows about and penalties everyone fears. Compliance has deadlines nobody mentions and consequences that arrive silently, usually eighteen months later, usually at the moment you need the company to look respectable to a bank.
The recurring obligations
| Obligation | Who | Frequency | Miss it and… |
|---|---|---|---|
| Registered agent | Every entity | Continuous | State can't serve you; dissolution follows |
| State annual/biennial report | Most states | Annual or biennial | Late fee, then loss of good standing |
| Franchise tax | Delaware, Texas, California and others | Annual | Penalties and interest; good standing lost |
| Federal return | Per entity type | Annual | Penalties; interest on unpaid tax |
| Form 5472 | Foreign-owned single-member LLCs | Annual | $25,000, even with no revenue |
| Beneficial ownership report | Scope changed in 2025 — verify | As required | Statutory penalties; check current rules |
| Business licences | Activity-dependent | Varies | Fines; forced closure in licensed trades |
| Sales tax registration | Where you have nexus | Monthly to annual | Back tax, penalties, interest |
Annual reports
Most states require a periodic filing confirming who runs the company and where it can be reached, with a fee attached. It is administrative rather than financial — the state is not asking about your revenue, it is confirming you still exist and can be contacted.
| State | Fee | Timing |
|---|---|---|
| Wyoming | $60 minimum | Anniversary month |
| Delaware (LLC) | $300 franchise tax | Due 1 June |
| Florida | $138.75 | Due 1 May |
| New Mexico | None for LLCs | No report required |
| California | $20 statement + $800 minimum franchise tax | Statement biennial; tax annual |
Beneficial ownership reporting
The Corporate Transparency Act introduced a requirement to report beneficial owners to FinCEN. The scope of that requirement was narrowed during 2025, and the position has shifted more than once since the rules first took effect.
Losing good standing
Good standing means the state considers the company current on its obligations. Losing it is a gradual process, and it is genuinely quiet — there is no phone call.
- A deadline passes. A notice may go to the registered agent, who may or may not reach you.
- Late fees accrue.
- Good standing is lost. You can no longer obtain a certificate — which banks, payment processors, landlords and acquirers all ask for.
- Administrative dissolution. Months to a couple of years later, depending on the state, the entity ceases to exist.
- Reinstatement is usually available: all outstanding reports, all fees, plus a reinstatement fee. Sometimes the name has gone.
Building a calendar that works
Every recurring obligation, dated, with a reminder well ahead of the deadline, owned by a named person.
- State annual report — anniversary or fixed date, per your state.
- Franchise tax, if your state charges one.
- Federal return for your entity type.
- Form 5472, if foreign-owned. Same date every year.
- Registered agent renewal.
- Licence and permit renewals.
- Sales tax filings in each state where you are registered.
- An annual review of whether new nexus has been created — new state, new employee, new warehouse.
Total compliance
Registered agent, state filings and federal deadlines tracked in one place, with reminders that reach you rather than an agent's mailbox.
See what's includedWhere to go next
Taxes covers the federal side in detail. If you are winding a company down rather than keeping it alive, dissolving properly is covered in formation — and it is almost always cheaper than letting a company lapse.
Frequently asked questions
- What happens if I miss my annual report?
- The state typically applies a late fee, then moves the company out of good standing. If it stays unfiled, the state administratively dissolves the entity. During that period you may be unable to get a certificate of good standing, open accounts, or in some states enforce a contract in that state's courts. Reinstatement is usually possible but costs more than filing on time.
- Do I still have to file if the company made no money?
- Yes. State annual reports and franchise taxes are obligations of existence, not of activity. Delaware charges its $300 LLC franchise tax regardless of revenue. Foreign-owned single-member LLCs must file Form 5472 federally even when completely dormant.
- Do I need to file a beneficial ownership report?
- The Corporate Transparency Act's reporting scope changed materially during 2025, narrowing which companies must report to FinCEN. Because this has moved more than once, do not rely on any article — including this one — for your current obligation. Check FinCEN's own guidance for your entity type and formation jurisdiction.
- What if my registered agent resigns?
- You normally have a limited window to appoint a replacement before the state treats the company as having no agent, which starts the path to administrative dissolution. Agents typically resign for non-payment or because the company has become uncontactable, so both causes are worth fixing at the same time.
Topics in this guide
- You missed your annual report deadline: what happens nowNothing dramatic happens immediately, which is the problem. The consequences arrive later, usually when you need the company to look respectable.
- Your registered agent resigned: immediate stepsAn agent resignation starts a clock. It is usually short, and the consequence at the end of it is administrative dissolution.
- Beneficial ownership reporting: what the position is nowThis is the one obligation where most published guidance is out of date, including guidance that sounds authoritative. Here is how to establish your actual position.
- Business licences: finding what actually applies to youForming a company gives you an entity, not permission to operate. Those are different things, and licensed trades get fined for confusing them.
Sources
- FinCEN — Beneficial Ownership Information
- Delaware Division of Corporations — annual reports and taxes
- Wyoming Secretary of State — annual report
- SBA — Business licences and permits
Last reviewed . Fees, deadlines and government processing times change — verify against the primary source before acting.
Founders 8 tracks obligations and deadlines for your reference. It does not provide legal or tax advice — filings are prepared and reviewed by qualified partners.