The word "annual report" makes it sound like every company files the same thing every year. It does not work that way. Delaware asks a corporation for one document and asks an LLC for none at all. Wyoming asks every LLC to confirm what it owns. California asks every LLC to name its managers, twice a decade. Same phrase, four different rules.
This page walks through what four common states actually require, so you know which one applies to your company and what happens if you skip it.
What the law actually asks for
The first thing to separate is the entity type. In Delaware, a corporation and an LLC are on completely different tracks.
A Delaware corporation must file an annual franchise tax report. 8 Del. C. § 502 requires the report to list the corporation's registered agent, its physical address, the names and addresses of all directors, and the name and address of the officer who signs it. The report is due by March 1 each year. File late, and the state adds a flat penalty on top of the tax owed, plus monthly interest. The statute also makes it a crime to put false information on the report, which is why it names an officer as the signer.
A Delaware LLC files nothing of the kind. 6 Del. C. § 18-1107 requires only a flat annual tax, due by June 1 each year, with no report attached. No officer names, no addresses, no ownership information goes to the state. Miss the deadline and the state adds a flat penalty plus interest at 1.5% a month, but there is no document to be late with, because there was never a document to file. Check the state's site for the current tax amount, since Delaware has been raising several of its fees.
That gap is the whole reason people get confused. "My LLC doesn't need an annual report" and "my corporation needs one" are both true, in Delaware, at the same time. The word "annual report" describes what a Delaware corporation files. It is the wrong word for what a Delaware LLC does.
Move to a different state and the rules change again. Wyoming requires every LLC, domestic or foreign, to file an annual report each year by the first day of the anniversary month of formation. W.S. § 17-29-209 ties the filing fee to what the LLC owns inside Wyoming: a license fee based on the value of assets located and employed in the state, with a fixed minimum floor if that value is small. The report itself is a sworn statement of the LLC's Wyoming assets and its principal office address. It does not ask for the names of the members or managers.
California runs on its own clock. Under Cal. Corp. Code § 17702.09, a new LLC must file its first Statement of Information within 90 days of formation. After that, it files again only every two years, not every year. The Statement of Information lists the names of managers or members, the registered agent, and the address of the principal office. There is a filing fee attached each time.
Four states, four different answers to "what do I file and when." The pattern to notice: how much the state asks for varies, and "more than Delaware" does not always mean "your name." Delaware LLCs are asked for money and nothing else. Wyoming wants a sworn statement of the LLC's in-state assets and a principal office address, but no owner names. California is the only one of the four that puts manager or member names on the record.
🇺🇸 If the IRS counts you as a U.S. person
None of this changes based on where you live or your tax status. A U.S. person who forms a Delaware LLC pays the same flat tax, with the same lack of a report, as anyone else who forms one. A U.S. person who forms a Wyoming LLC files the same annual report, with the same asset-based fee, as anyone else.
What does matter is which state you picked, and whether your registered agent forwards the notice to you. States mail these reminders to the registered agent on file, not to you directly. If your agent does not forward mail reliably, you can miss a filing you never knew existed.
🌏 If it does not
Same answer. Living outside the United States does not add a filing, remove one, or change a deadline. The state does not ask about your residency or citizenship on any of these forms.
The practical risk is larger for you, though, for a different reason. If your registered agent is your only point of contact with the state, and mail forwarding is slow or incomplete, a deadline can pass before you see the notice. Founders based overseas are the ones who most often discover a missed filing only after the state has already flagged the company.
The gap table
| Delaware corporation | Delaware LLC | Wyoming LLC | California LLC | |
|---|---|---|---|---|
| What you file | Annual franchise tax report | Nothing — tax only | Annual report | Statement of Information |
| How often | Every year | Every year (tax, no report) | Every year | Every 2 years (after the first filing) |
| Deadline | March 1 | June 1 | First day of formation anniversary month | Within 90 days of formation, then biennial |
| Discloses officers/managers | Yes, directors and signing officer | No | No — asset statement and principal office | Managers or members |
| Fee basis | Flat tax plus report | Flat tax | Based on in-state asset value, with a floor | Flat filing fee |
| Late penalty | Flat penalty plus monthly interest | Flat penalty plus monthly interest | Loss of good standing, possible dissolution | Loss of good standing, possible dissolution |
Common mistakes
🇺🇸 If the IRS counts you as a U.S. person
- Assuming a Delaware LLC needs the same "annual report" a Delaware corporation files. It does not. Confusing the two leads people to either file something unnecessary or, worse, assume the LLC has no annual obligation at all and miss the actual annual tax deadline.
- Missing the California biennial cycle because it does not repeat every calendar year like most reminders people are used to.
🌏 If it does not
- Relying entirely on a registered agent to forward a filing reminder, with no backup calendar of your own.
- Assuming that because a Delaware LLC's information stays private, every state keeps the same information private. California puts manager or member names on the record, and Wyoming requires a sworn statement of the LLC's in-state assets and a principal office address, regardless of who owns the company. Only California, of these four, discloses who runs the company.
FAQ
Does a Delaware LLC have to file an annual report?
No. A Delaware LLC pays a flat annual tax under 6 Del. C. § 18-1107, due June 1 each year. There is no report, and no officer, manager, or ownership information goes to the state as part of it.
Does a Delaware corporation have to file an annual report?
Yes. Under 8 Del. C. § 502, a Delaware corporation files a franchise tax report by March 1 each year, listing its registered agent, its directors, and the officer who signs the report.
How often does a California LLC file its Statement of Information?
The first one is due within 90 days of formation. After that, a California LLC files again every two years, not every year, under Cal. Corp. Code § 17702.09.
What does Wyoming's annual report ask for?
Under W.S. § 17-29-209, a Wyoming LLC files an annual report each year by the first day of its formation anniversary month. The filing fee is based on the value of assets the LLC owns and uses in Wyoming, with a minimum fee if that value is small.
What happens if I miss the deadline?
In Delaware, both the corporation and the LLC face a flat penalty plus interest at 1.5% a month for paying late. In Wyoming and California, missing the filing puts the LLC out of good standing, and the state can eventually dissolve it administratively.
Does living outside the United States change any of these deadlines?
No. None of these four filings ask about the owner's residency, citizenship, or tax status. The requirement is set entirely by the state where the company was formed.
Is a Delaware LLC's privacy about its annual tax, or about something else?
It is one part of a broader pattern. Delaware's LLC Act does not require an annual report, and separately does not require the LLC to disclose members' names on its formation documents either. The flat annual tax with no report is one piece of that privacy design, not the whole of it.