As we move into the first quarter of the year, it is an ideal time to review your entity’s status and prepare for your upcoming annual filing and compliance requirements.
As a reminder, annual reporting requirements and franchise tax filings for several states come due in the first half of the year. Your registered agent will typically send reminders as deadlines approach, but in case they don’t, or if you need assistance reviewing your obligations or updating your registered agent, our corporate attorneys at Aegis Space Law are here to help.
The following overview highlights annual filing and reporting requirements for several states that commonly affect our clients.
All entities incorporated in Delaware must file an Annual Report and pay a franchise tax no later than March 1st of each year.
Delaware LLCs are not required to file an Annual Report. However, they must pay an annual tax of $300 by June 1st of each year. Depending on your activities, additional obligations may apply. Please consult your attorney and tax advisor for guidance specific to your entity.
Delaware corporations may calculate franchise tax using one of two methods: (1) Authorized Shares and (2) Assumed Par Value
The default method used, and typically reflected in notices from Delaware (or your registered agent) is based on your Authorized Shares. Depending on your entity structure, capitalization and growth plans, this approach may result in a substantially higher tax than expected. In such cases, Delaware law allows corporations to calculate franchise tax based on the Assumed Par Value. Additional details can be found on the Delaware Division of Corporations website.
If your tax burden exceeds $5,000, quarterly tax payments are required. Failure to make timely payments will result in your entity falling out of good standing with the state.
California
Corporations and LLCs formed in California are required to file a Statement of Information with the California Secretary of State. The initial Statement of Information is due within 90 days of formation. Thereafter, corporations must file annually, and LLCs must file biennially (every two years), in each case by the last day of the month of incorporation.
Failure to file may result in late fees, loss of good standing, and potential suspension of the entity. Statements of Information can be filed online through the California Secretary of State’s website.
Colorado requires both corporations and LLCs to file periodic reports with the Secretary of State. Reports are typically due in the month in which your entity was formed. The specific due date can be found on your entity’s Summary Page on the Secretary of State’s website. The report can be filed up to two months prior to the due date, and up to three months after.
Corporations incorporated in New Mexico must file an annual report every two years (biennially). The report is due on the 15th day of the fourth month following the company’s fiscal year end. Failure to file may result in late fees and eventual administrative dissolution. If more than two years have passed since formation and no report has been filed, you should contact your New Mexico corporate attorney for additional guidance.
New Mexico LLCs are not required to file an annual or biennial report. However, state-specific tax obligations may apply, including pass-through income tax at the entity level and/or gross receipts tax. Please consult your attorney and tax advisor regarding your specific obligations.
Texas corporations and LLCs must file both a Public Information Report and a Franchise Tax Report (if applicable) annually with the Texas Comptroller’s Office by May 15th. Even if no franchise tax is due, entities are still required to file a No Tax Due Report in order to remain in good standing.
All Corporations and LLCs formed in Washington, D.C. must file a biennial report (every two years) following the first anniversary of formation. Reports are due by April 1st of the applicable year. Filings may be completed online through the D.C. Department of Licensing’s website or by mail using Form BRA-25 with original signatures.
Failure to file timely may result in late fees, loss of good standing, and potential administrative dissolution.
If you have questions about your entity’s compliance obligations or need assistance with filings, updates, or registered agent services, please do not hesitate to reach out. Our team is happy to help you stay in good standing throughout the year.
