BOI Report, Annual Report, Franchise Tax —
The Filings That Can Dissolve Your LLC

When you formed your LLC, you filed articles of organization with your state and received a confirmation. You might have even gotten a congratulatory email from whatever formation service you used. What that service almost certainly didn't tell you is that your LLC now has ongoing, recurring filing obligations — and missing them can literally kill your company.

Your LLC is only alive as long as you keep it in good standing with your state. Good standing requires filing periodic reports, paying annual fees, maintaining a registered agent, and now — as of 2024 — filing a new federal report with FinCEN. Miss any of these, and your state can administratively dissolve your LLC. That means your liability shield disappears, you can't enforce contracts, and you may owe back fees to reinstate.

Here's every recurring filing your LLC needs to know about, when they're due, what they cost, and what happens if you miss them.

The BOI report is a new federal requirement under the Corporate Transparency Act (CTA), which became effective January 1, 2024. It requires most business entities to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.

The goal is to combat money laundering, terrorism financing, and other illicit activity that uses anonymous shell companies. But the requirement applies to nearly all small LLCs and corporations — not just the bad actors.

Who Must File

• Most LLCs, corporations, and similar entities created or registered in the U.S.
• Foreign companies registered to do business in any U.S. state
• There are 23 exemptions, but they mostly apply to large companies (500+ employees, $5M+ revenue) and entities already regulated by federal agencies (banks, insurance companies, etc.)

What You Report

• Full legal name of each beneficial owner (anyone with 25%+ ownership or substantial control)
• Date of birth of each beneficial owner
• Residential address (not a business address or P.O. box)
• Unique identifying number from a driver's license, state ID, or passport, plus an image of the document

Deadlines

• LLCs formed before January 1, 2024: had until January 1, 2025 (but see enforcement note below)
• LLCs formed in 2024 or later: within 90 days of formation
• Updates: required within 30 days of any change to beneficial ownership information

Penalties

• Civil penalties: up to $500 per day for each day the violation continues
• Criminal penalties: up to $10,000 fine and up to 2 years imprisonment for willful violations

Most states require LLCs to file an annual or biennial report (also called a Statement of Information in some states). This is not a financial report — it's a simple filing that confirms your LLC's current information: business address, registered agent, and the names of members or managers.

The purpose is straightforward: the state wants to make sure it has accurate, up-to-date information about your LLC and that you still intend to be an active business entity. Think of it as checking in with the state once a year (or every two years) to say "we're still here."

• Filing fees range from $0 (a few states) to $500+ (Massachusetts charges $500)
• Some states tie the deadline to your formation date, others have fixed dates for all businesses
• Late fees and penalties vary — some states charge flat fees, others charge per-day penalties
• Failure to file can result in loss of good standing and eventually administrative dissolution

Franchise taxes are one of the most misunderstood business taxes. They're not income taxes and they have nothing to do with franchising. A franchise tax is a tax charged by certain states simply for the privilege of having a business entity registered in that state. You owe it regardless of whether your LLC earned any revenue.

• California: $800 minimum annually, due on the 15th day of the 4th month after your LLC's tax year begins — regardless of income
• Delaware: $300 minimum for LLCs, due June 1 (filed with the annual report)
• Texas: franchise tax applies when total revenue exceeds $2.47M (threshold adjusts periodically), due May 15
• Tennessee: $300 minimum franchise tax based on net worth or tangible property in the state
• Illinois: abolished its franchise tax effective 2024 (one less thing to worry about)

Every LLC is required to maintain a registered agent — a person or service designated to receive legal and government documents on behalf of your company. This includes service of process (lawsuits), government correspondence, and compliance notices. If your registered agent lapses, you're in trouble.

• Cost: registered agent services typically cost $50–$300/year (you can also serve as your own registered agent in your home state, but you must be available during business hours)
• If your registered agent lapses: the state can't serve you legal documents, which may result in default judgments against your LLC in lawsuits you never knew about
• Administrative consequences: failing to maintain a registered agent can result in loss of good standing and eventual administrative dissolution
• Multi-state requirement: if you're foreign-qualified in other states, you need a registered agent in each state

The consequences of missed filings escalate over time. It starts with fees and ends with the state dissolving your LLC entirely.

• Late fees: $50–$500+ depending on the state and filing type. Florida charges a $400 late fee on annual reports. California charges a $250 penalty for late franchise tax payments plus interest.
• Loss of good standing: your LLC is flagged as not in good standing, which means you can't get business loans, sign certain contracts, bid on government work, or open new bank accounts in some cases.
• Administrative dissolution: after a period of non-compliance (typically 1–3 years of missed filings), the state involuntarily dissolves your LLC. It ceases to exist as a legal entity.
• Reinstatement costs: you can usually reinstate a dissolved LLC, but you'll need to pay all missed filing fees, late penalties, back franchise taxes, and a reinstatement fee. This can total $1,000–$5,000+ depending on how many years you missed.
• Personal liability exposure: if your LLC is dissolved and you continue operating, you may lose the liability shield. You're now operating as a sole proprietorship with unlimited personal liability for business debts and lawsuits.

The biggest challenge with recurring filings isn't that they're complicated — most are simple forms. The challenge is remembering them. Every state has different deadlines, different filing periods, and different requirements. Here's how to build a system that prevents missed deadlines.

• Create a compliance calendar: list every filing with its due date, the entity it applies to, and the filing fee. Set reminders 60, 30, and 7 days before each deadline.
• Use your registered agent's reminders: most registered agent services send annual report reminders. Don't ignore them.
• Designate a compliance owner: someone in your organization (even if it's just you) should be explicitly responsible for tracking and completing every filing.
• Consider a compliance service: if you're in multiple states or manage multiple entities, a dedicated compliance tracking service pays for itself in avoided penalties and peace of mind.
• Keep your information current: if you move, change members, or update your registered agent, file the necessary updates immediately — don't wait for the next annual report.

If your LLC is registered in more than one state — which is common for Delaware LLCs that operate in another state — your filing obligations multiply. You have separate annual reports, separate franchise taxes, and separate registered agent requirements in each state.

Use this checklist every year to make sure you haven't missed anything. The exact requirements depend on your state(s) and entity type, but these are the categories every LLC owner should review annually.

• BOI report: filed or updated with FinCEN? Any ownership changes requiring an update within 30 days?
• State annual report(s): filed in every state where you're registered? Correct information on file?
• Franchise tax(es): paid in every state that charges one? California's $800 is the one most people forget.
• Registered agent: active and renewed in every state? Correct address on file?
• Business licenses: renewed at city, county, and state levels?
• Professional licenses: renewed and continuing education requirements met?
• Insurance certificates: current and distributed to clients/vendors who require them?
• Good standing certificate: can you obtain one if needed for a loan, contract, or foreign qualification?

Some business owners think, "I'll catch up on filings later." But the costs compound quickly, and the consequences go beyond money.

• Back fees and penalties: you'll owe every missed filing fee, every late penalty, and (in franchise tax states) every year of back taxes. For a California LLC that missed 3 years, that's $2,400+ in franchise tax alone plus penalties and interest.
• Reinstatement fees: most states charge an additional fee ($50–$500) to reinstate a dissolved LLC on top of all the back fees.
• Liability gap: during the period your LLC was dissolved, you may not have had liability protection. If a lawsuit arises from that period, you could be personally liable.
• Name loss: in some states, if your LLC is dissolved, another entity can register your business name. You'd need to choose a new name when reinstating.
• Credit impact: unpaid franchise taxes and state fees can be sent to collections, impacting your personal credit if you guaranteed them.

If you're no longer using your LLC, don't just let it lapse. Properly dissolving it stops the ongoing filing obligations and franchise tax bills.

• File Articles of Dissolution (or Certificate of Cancellation) with your state
• File final tax returns (state and federal) and pay any outstanding taxes
• Cancel your EIN with the IRS (send a letter to the IRS)
• Withdraw foreign qualifications in any state where you registered as a foreign LLC
• Close business bank accounts and settle all debts
• Cancel business licenses and permits to avoid renewal fees

A proper dissolution is clean and final. Letting your LLC lapse through non-filing is messy, expensive, and leaves loose ends that can come back to haunt you.

The irony of LLC compliance is that the filings themselves are usually simple. The hard part is remembering them, tracking deadlines across multiple states, and actually getting them done on time every single year. That's where a compliance tracking system — or a service that handles it for you — pays for itself many times over.

• One missed $138 annual report can cost $400+ in late fees and jeopardize your good standing
• One missed franchise tax payment can trigger penalties that compound year after year
• One lapsed registered agent can mean you miss a lawsuit and get a default judgment entered against you