I formed my LLC in Wyoming last year and just got a reminder about the annual report. I'm now realizing I might need to file in other states too if I'm doing business there. Is this a thing everywhere? Does every state require an annual report for an LLC? Trying to figure out if I'm missing something before I get hit with fees.
LLC Filing
Does every state require an LLC annual report?
No, not every state. Some don't require any annual report at all. Ohio doesn't have one for LLCs, for example. You only file in your formation state and any state where you're registered as a foreign entity.
I think it's called a biennial report in some places, like every two years. And a few states call it something else entirely.
Right, I know about foreign qualification if you have a physical presence or employees elsewhere. But if I'm just selling online to customers in other states, do I still need to file annual reports there? That's the part I'm fuzzy on.
Short answer: economic nexus for sales tax is different from corporate registration. You generally don't need to foreign qualify just because you have customers in a state. But check your specific situation, especially if you have inventory stored in a fulfillment center.
Wyoming's annual report is cheap and simple. Just file it online. But don't forget other states might require a registered agent and that costs money. So even if there's no annual report, there could be ongoing fees.
Thanks. I guess my main concern is accidentally missing a deadline in another state and getting penalties. How would I even know if I'm required to register somewhere?
Look up each state's secretary of state website. They usually have a 'doing business in [state]' test. But honestly, for an online business with no physical presence, you're probably fine. I'm not a lawyer though.
Some states have no annual report but do have a franchise tax. Texas is one. So you might not file a report but still owe money.
Delaware doesn't require an annual report for for LLCs, just a franchise tax. So yeah, varies widely.
I'd recommend checking with a CPA or a service like LegalZoom if you're unsure. The penalties for not filing in a state where you're required can add up fast.
Also, if you're the only member, some states requre an annual report even if you have no revenue. Don't assume you can skip it.
Appreciate all the info. I'll start by confirming my Wyoming filing and then check if I need to register eLsewhere. Seems like the consensus is not every state, but the ones that do can be strict.
One more thing: some states require an initial report shortly after formation, not just annual. So read the fine print when you register.