Key Takeaways

  • Most states require an S Corp annual report to maintain good standing.
  • Annual reports typically include updated business addresses, registered agent info, and a list of officers and directors.
  • Due dates, fees, and filing frequencies vary by state.
  • Missing a filing can result in late fees, penalties, or administrative dissolution.
  • In addition to state reports, some S Corps also issue financial reports for stakeholders.
  • Not all states require financial statements or profit disclosures in the annual report.
  • Online filings are often the default, but some states still offer mail-in options.
  • Professional assistance is recommended to avoid compliance risks.

An S-corp annual report details an S-corporation's activities during the previous year. S-corporations and other companies must file an annual report each year on the state level, typically through the Secretary of State's office in their state. 

These annual reports keep the state apprised of information such as a corporation's address, as well as the identity and addresses of its registered agent and directors or managing members. The exact requirements vary by state.

Understanding Business Annual Report & Franchise Tax Obligations 

If you are starting a business, you may not have considered annual reports or franchise taxes. These can come as a surprise to existing business owners as well. Whether you are an S-corporation, a C-corporation, an LLC, a nonprofit corporation, or an LLP, these two ongoing costs will be paid yearly throughout the lifespan of your business. When you understand your annual report and tax obligations, you can plan more effectively and take informed action. 

State-by-State Variations in Filing Requirements

While the concept of the S Corp annual report is common across all states, each jurisdiction enforces its own rules regarding the due date, fees, and required disclosures. Some key differences include:

  • Filing Frequency: Most states require annual filings, but a few mandate biennial reports (e.g., Indiana, Iowa).
  • Filing Method: States typically offer online filing portals, though some still accept filings via mail or in-person delivery.
  • Fee Structure: Fees vary significantly, from no charge in some states (e.g., Arizona) to over $400 in others (e.g., Massachusetts).
  • Reporting Entities: Some states require foreign (out-of-state) S corporations to file an annual report in addition to their home state filings.

To ensure compliance, consult your Secretary of State’s website or work with a qualified attorney to verify your state’s requirements.

Understanding Annual Reports

Once you incorporate your business, you will need to file an annual report with your Secretary of State. If you have not prepared an annual report before, here is what you should know:

  • Your annual report will include all of your corporation's activities conducted during the previous year.
  • The information required will vary from state to state.
  • The most commonly requested information includes (but is not limited to) the principal business address; the names/addresses of directors, officers, members, and/or managers; and the number of shares the corporation has issued.  
  • Fees will also vary from state to state but generally range from $50 up to $400. In some cases, there are zero fees. 

Please note: If you are a sole proprietor or part of a partnership, you do not typically need to file an annual report. 

What Information Is Required in an S Corp Annual Report?

The specific information an S corporation must provide in its annual report varies by jurisdiction, but generally includes:

  • Legal name of the S corporation
  • Principal office address
  • Names and addresses of directors and officers
  • Registered agent’s name and contact information
  • Business purpose or NAICS code (in some states)
  • Statement of continued existence (attesting the business is still active)
  • Stock information, including authorized and issued shares (where applicable)

Keeping this information accurate and up to date is critical for maintaining good standing with the state and avoiding delays or penalties.

The Purpose of Annual Reports

Depending on where you are located, you may have to file a biennial report instead of an annual report. This means that certain states require corporations to file every other year. Regardless of which model your state follows, the purpose remains the same. Annual/biennial report fees are a consistent revenue stream for the state. 

This report is also submitted for data purposes. Within a year, a lot can change. A corporation may have moved locations or changed management. This is the type of information that is collected and stored by the state. 

Understanding Franchise Taxes

Although misleading, franchise taxes are not an extra tax that is applied to franchise businesses. Instead, it is a tax that that must be paid in order to be incorporated or registered within that specific state. Depending on the state, this tax will be calculated based on various factors, such as the following:

  • Business income
  • Business assets
  • The number of shares
  • A combination of the above variables 

In other cases, this tax is a flat fee. 

When Are They Due?

In terms of deadlines, both your annual report and franchise taxes will need to be submitted based on your state's guidelines. 

  • Some states will require you to file and pay by a predetermined date. In other cases, due dates are associated with the anniversary date of formation.
  • In some states, due dates will also differ based on the type of corporation. For example, an S-corporation may have a different due date than an LLC.
  • You can generally file an annual report through your state's website. If you fail to do so, the consequences can be severe.

What Happens If You Miss the Annual Report Deadline?

Failing to file your S Corp annual report on time can result in several consequences, depending on your state:

  • Late Fees: States typically impose penalties ranging from $25 to $400.
  • Administrative Dissolution: If too much time passes without filing, the state may involuntarily dissolve your corporation.
  • Loss of Good Standing: Your business may lose its “good standing” status, which can affect contracts, financing, and legal protections.
  • Reinstatement Costs: If your S corporation is dissolved, you'll need to file for reinstatement and possibly pay additional back fees or penalties.

Avoid these consequences by marking annual report deadlines on your calendar or using a compliance tracking tool.

Business and Financial Annual Reports

In addition to your annual report, you may need to produce business reports for investors, directors, or stakeholders. Although finances tend to be the core component of a business annual report, you may also need to include the following:

  • A balance sheet, including data on all liabilities, assets, etc.
  • Profit and loss, which includes all income, expenses, outgoings, revenue, and profits
  • Shares and stocks, including the volume and value of issued stocks
  • Financial forecasts, which are projected profits 

When you are filing a formal annual report, please be fully aware of what is required. Plan ahead to ensure that everything is filed and processed on time. If it is your first time filing, it is recommended that you seek a professional opinion prior to submission. 

How to File Your S Corp Annual Report

The majority of states allow or require businesses to file their annual reports online. Here’s how the process typically works:

  1. Log In to Your State’s Filing Portal: Navigate to the Secretary of State’s official website and locate the business services section.
  2. Enter Required Information: Update business addresses, officers, registered agent info, and other requested details.
  3. Pay the Filing Fee: Fees can often be paid by credit card or ACH bank transfer.
  4. Submit the Report: Once submitted, a confirmation receipt is usually provided. Retain this for your records.

Some states offer expedited processing or optional notifications to help businesses stay on track.

Frequently Asked Questions

  1. What is the purpose of an S Corp annual report?
    It updates the state on the company’s key details, such as address, directors, and registered agent, helping maintain compliance and good standing.
  2. Do all states require S Corps to file annual reports?
    Most states do, but requirements—including frequency and content—can vary. Some states require biennial filings or have no requirement at all.
  3. How much does it cost to file an annual report?
    Fees range from $0 to over $400 depending on the state. Some states charge a flat fee, while others base it on share value or income.
  4. What happens if I don’t file my annual report?
    You may face late fees, lose good standing, or have your S Corp administratively dissolved by the state.
  5. Can I file my S Corp annual report online?
    Yes, most states provide online filing options through their Secretary of State websites, though some still accept mail-in forms.

If you need help with your S-corporation annual report (or an annual report associated with other types of incorporation), you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.