Missed Your LLC Annual Report? Late Fees in 10 States

In most states, a missed annual report or fee costs a late charge first: a $200 penalty plus interest in Delaware, $400 in Florida, $50 in Colorado. Some states then dissolve the LLC; Wyoming does so if the report is still missing 60 days after the due date. None of this changes the federal Form 5472 duty.

Foreign owners miss state filings for ordinary reasons. The reminder went to an old email address, the registered agent's notice looked like marketing, or the owner assumed that paying the formation service once covered every year. The consequences are set by each state's own law, and they differ more than most owners expect.

This guide collects the late consequences for the ten states in our LLC annual fees by state comparison, where each figure links to the state's own source. The biggest single-cycle figure below is Delaware's: the $400 tax plus a $200 penalty. For comparison, the IRS Instructions for Form 5472 state a $25,000 penalty for failing to file Form 5472 when due. If your LLC's federal filings are behind as well as its state ones, you can start your Form 5472 filing while you sort out the state side.

What happens when an LLC misses its state annual report or fee?

In the ten states covered here, the consequence usually comes in two stages: money first, then status. In most of them a late charge or penalty follows the missed due date, although California's $250 applies only 60 days after its notice, and Wyoming's and New York's official pages state no late fee at all. If the filing stays missing, the state changes the LLC's standing, which can mean a "delinquent" label, an administrative dissolution or a cancelled certificate of formation.

The money stage is usually small. The status stage is the one that hurts, because banks, payment processors and marketplaces may ask for proof that the LLC is in good standing. Our certificate of good standing guide covers who asks for it and why.

State status and federal filings are separate systems. A state penalty never appears on an IRS notice, and an IRS filing never updates the state record.

How much is the late fee in each state?

The table lists each state's recurring item, its normal due date, the late charge and the status consequence where the state's own law or official page states one. A dash means we found no official statement of a status consequence to cite.

The Delaware figures come from the Division of Corporations' LLC tax instructions. The Wyoming rules come from the Wyoming Secretary of State's business FAQ. The Texas rules come from Comptroller publication 98-806, which says that, from reports due in 2024, entities at or below the no-tax-due threshold "are no longer required to file a Franchise Tax Report but must continue to file an information report each year".

What does missing one cycle actually cost?

For most states the arithmetic is short, which is why the status stage deserves more attention than the fee. The table compares the on-time cost of one cycle with the cost of filing late, before any status consequence.

Wyoming, New York, Texas and New Mexico are missing from the arithmetic for different reasons. Wyoming's official pages state the lateness consequence as a status change rather than a fee, New York states no late charge for the biennial statement, a Texas LLC below the no-tax-due threshold files only an information report, and New Mexico has no annual report to miss.

Does a delinquent or dissolved LLC still need to file Form 5472?

Yes. The federal Form 5472 duty depends on whether the LLC had a reportable transaction with its owner or another related party during the tax year, not on the LLC's state status. A delinquent or dissolved LLC that moved money to or from its owner in a year still owes that year's pro forma Form 1120 and Form 5472.

Dissolution itself can create reportable transactions. The Form 5472 instructions list "amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity" among the Part V transactions of a foreign-owned disregarded entity. Money returned to the owner when the LLC winds down belongs on the final return. Our final Form 5472 guide covers that last filing.

The reverse also holds. Paying Delaware's tax, filing Florida's report or reinstating a Wyoming LLC does not file anything with the IRS.

How do you fix a missed state filing?

The route back is the same shape in every state, even though the forms differ. Work through it in this order:

1. Check the LLC's current status. Search the entity on the state's official business search and note the status wording exactly.
2. List every missed item and year. A missed report often means a missed tax or fee for the same year.
3. File the missed report and pay the late charge. Use the state's official portal rather than a third-party reminder service.
4. Reinstate if the LLC was dissolved. Each state sets its own process. Wyoming's FAQ says an entity dissolved for failing to file annual reports within the past two years, with no other delinquencies, may file a reinstatement online, and that Wyoming statutes do not allow reinstatement after two years.
5. Confirm the registered agent is current. A lapsed agent can cause its own status problem, separate from the report.
6. Order a certificate of good standing if a bank or platform needs one. Only do this after the state record shows the fix.
7. Check the federal side separately. Review each tax year for owner transactions and file any missing Form 5472 packages.
8. Put next year's dates in a calendar. Our compliance calendar exports federal and state dates for your LLC.

Four scenarios, worked through

1. The Florida report filed in June. A Florida LLC misses the 1 May 2027 deadline and files on 20 June 2027. The cost is $138.75 plus the $400 late charge, $538.75 in total. Because the report arrives before the third Friday in September, the administrative-dissolution provision in § 605.0714 does not come into play for that year.

2. The Wyoming report nobody saw. A Wyoming LLC formed in March 2024 has its report due on 1 March 2027. Unfiled, it is deemed delinquent on 2 April 2027. If the report is still missing 60 days after the due date, the Secretary of State's FAQ says the LLC will be administratively dissolved. Reinstatement is available within two years under the same FAQ.

3. The Delaware tax that slipped. A Delaware LLC does not pay its 2026 tax by 1 June 2027. The bill becomes $600 plus 1.5% interest per month on tax and penalty. If the tax stays unpaid for three years from the due date, 6 Del. C. § 18-1108(a) cancels the certificate of formation, effective on the third anniversary of the due date.

4. The Texas LLC with no revenue. A Texas LLC below the $2,650,000 no-tax-due threshold assumes nothing is owed and files nothing. It owes no tax and no franchise tax report, but it must still file a Public Information Report each year. The Comptroller's franchise tax page tells an entity at or below the threshold that receives a notice of intent to forfeit its right to transact business to "simply file" that report. The owner's Form 5472 question is separate and turns on owner transactions, not Texas revenue.

These figures come straight from the sources cited above. They are not estimates of what any state will do in a particular case.

How does Form5472 Prep help when state and federal filings are both behind?

We handle the federal side. We prepare each year's pro forma Form 1120 and Form 5472 with the Part V statement, including missing past years, and fax the package to the IRS Ogden PIN Unit with a timestamped transmission receipt. State reports, taxes and reinstatements stay with you or your registered agent. Every filing is reviewed by a qualified accountant before it is submitted.

• Standard: $149, ready in 5–7 business days
• Express: $199, within 3 business days
• Each additional past tax year: +$99
• IRS fax delivery: included

We are not a CPA firm and do not give tax advice. See pricing, or start your filing once you know which tax years are open.

Frequently asked questions

What happens if I don't file my LLC's annual report?

Most states add a late charge first, then may change the LLC's status. In the states covered here, that ranges from a "delinquent" label in Colorado to administrative dissolution in Wyoming and Florida. The exact rule is set by each state's law.

What is the Florida LLC annual report late fee?

$400. Florida Statutes § 607.193 imposes a $400 late charge if the supplemental fee is paid after 1 May. With the $138.75 report fee, a late filing costs $538.75.

Can a dissolved Wyoming LLC be reinstated?

Yes, within limits. The Wyoming Secretary of State's FAQ says an entity dissolved for failing to file annual reports within the past two years may reinstate, and that Wyoming statutes do not allow reinstatement after two years of administrative dissolution.

Does Delaware cancel an LLC for unpaid annual tax?

Yes. Under 6 Del. C. § 18-1108(a), the certificate of formation is cancelled if the annual tax is not paid for three years from its due date, effective on the third anniversary of that date. Before then, the $200 penalty and 1.5% monthly interest apply.

Does a New Mexico LLC have annual report late fees?

No annual report fee applies, because the New Mexico LLC Act sets no annual report. There is no recurring state filing to miss, although the LLC still has federal filings in any year with owner transactions.

Does paying the state's late fee fix my IRS filing?

No. State reports and federal information returns are separate. Paying a state penalty or reinstating the LLC does not file Form 5472, and filing Form 5472 does not update the state record.

Does a Texas LLC with no tax due still have to file?

Yes. Comptroller publication 98-806 says that, from reports due in 2024, entities at or below the no-tax-due threshold no longer file a franchise tax report but must still file an information report each year. The threshold is $2,650,000 for 2026 and 2027 reports.

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A missed state filing is usually cheap to fix if you act before the status stage, and expensive to ignore. Check your LLC's state record, pay what is owed, and then confirm the federal side: start your Form 5472 filing for any open year. To compare states on cost rather than penalties, see our Wyoming vs New Mexico vs Delaware comparison.

Educational content only; not tax or legal advice.