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An annual corporate compliance checklist lists the recurring filings and records a US company must keep up to stay in good standing: state annual reports and entity taxes, a registered agent in each state of formation or registration, board and owner minutes or written consents, and federal items such as Form 5472 for foreign-owned entities. Most of these tasks are routine and deadline driven, so they are the easiest part of corporate secretarial work to hand to an outside team.
This guide sets out the annual corporate compliance checklist as of October 2026, explains the current federal position on beneficial ownership reporting after FinCEN's 2025 and 2026 rules, and shows which tasks can be delegated and which decisions stay with the company's officers. For provider models, service scope and choosing a provider, see our guide to outsourced company secretarial services.
US corporate law has no single "company secretary" post that every company must fill, yet the work still has to be done. It sits with whichever officer the bylaws or operating agreement name, often a corporate secretary, the CFO or an outside law or accounting firm. The core functions are:
The choice of entity drives much of this list. A corporation carries more formal governance duties than an LLC, which our business entity selection guide compares in detail.
The table below covers the items that recur every year for most US companies. State rules differ, so the Delaware and California rows illustrate the pattern; a company registered in other states repeats the same exercise for each one.
| Task | Who it applies to | Timing | Source |
|---|---|---|---|
| Delaware annual report and franchise tax | Delaware corporations | On or before March 1 | Delaware Division of Corporations |
| Delaware annual LLC/LP tax ($400) | Delaware LLCs, LPs and GPs | On or before June 1 | Delaware Division of Corporations |
| California Statement of Information | California stock corporations (yearly); LLCs (every two years) | In the month of original registration (LLCs in alternating years) | California Secretary of State |
| Registered agent | Every corporation formed or registered in a state | Ongoing | State corporate statute (8 Del. C. § 132 in Delaware) |
| Minutes of board and stockholder meetings | Corporations | After each meeting | 8 Del. C. § 142(a) |
| Written consents filed with minutes | Corporations acting without a meeting | After each action | 8 Del. C. § 141(f) |
| Form 5472 with pro forma Form 1120 | 25% foreign-owned US corporations, including foreign-owned US disregarded entities, with reportable transactions | Due date of the Form 1120, including extensions | IRS |
| BOI report | Foreign reporting companies registered to do business in the US | 30 calendar days after notice that registration is effective (interim rule) | FinCEN |
Delaware's Division of Corporations says that annual reports and franchise taxes for corporations "are due annually on or before March 1st" (Delaware Division of Corporations). Delaware LLCs, LPs and GPs file no annual report. They pay "an annual tax of $400.00" due "on or before June 1st," and the state adds "a penalty of $200.00 plus 1.5% interest per month on tax and penalty" for late payment (Delaware Division of Corporations, LLC/LP/GP tax). Our Delaware franchise tax requirements guide covers the corporate calculation methods.
California uses a Statement of Information. The Secretary of State says "CA Stock Corporations and Qualified Out-of-State Corporations are required to file their Statement of Information yearly," while "all Limited Liability Companies are required to file every two years," and the filing fee is "$20 or $25" (California Secretary of State). Texas entities face a separate annual franchise tax filing, which our Texas franchise tax guide explains.
A Delaware LLC misses the June 1 deadline for its $400 annual tax and pays three months late. The penalty is $200, and interest runs at 1.5% per month on the combined $600 of tax and penalty.
| Item | Amount |
|---|---|
| Annual LLC tax | $400 |
| Late penalty | $200 |
| Tax plus penalty | $600 |
| Interest at 1.5% per month for 3 months (simple) | $27 |
| Total paid | $627 |
The interest figure assumes simple monthly interest on $600. The state's own invoice is the final figure, and a long-unpaid balance can also lead to loss of good standing, which can hold up financing and registrations in other states.
Every state requires a registered agent to receive legal process and official mail. Delaware's statute reads: "Every corporation shall have and maintain in this State a registered agent" (8 Del. C. § 132). The same section requires the agent to forward each corporation's annual report notice and bars an agent from operating only as a virtual office. A company registered in several states needs an agent in each, and an outsourced secretarial team usually tracks agent renewals and forwards notices to the right person.
Delaware requires that "One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors" in "a book to be kept for that purpose" (8 Del. C. § 142(a)). Section 141(f) lets the board act without a meeting where "all members of the board or committee, as the case may be, consent thereto in writing," and the consent is then filed with the minutes.
Lenders and buyers review this record in due diligence. Typical annual items are the election of directors and officers, approval of the annual budget, authorizing bank signatories and ratifying major contracts. An outside team can draft the agenda, minutes and consents; the directors still make and sign the decisions.
FinCEN's interim final rule, published on March 26, 2025, removed the reporting duty for domestic companies. FinCEN states that "U.S. companies are exempt from BOI reporting requirements and therefore, are no longer required to file BOI reports" (FinCEN BOI). FinCEN then issued a final rule on August 11, 2026, and "The final rule became effective on August 14, 2026." The duty now falls on foreign entities that registered to do business in a US state or tribal jurisdiction. Under the interim rule, those registering on or after March 26, 2025 have 30 calendar days from notice that their registration is effective to file an initial report. For who must still file and how, see our guide to BOI reporting in 2026.
Many US companies still hold BOI data from 2024 filings. A sensible annual step is to record the exemption in the compliance file and recheck FinCEN's page each year in case the rules change again.
A US LLC with a single foreign owner is usually disregarded for income tax, yet it still has a federal filing. The IRS says a foreign-owned US disregarded entity is required "to file a pro forma Form 1120" with "Form 5472 attached," due "by the due date (including extensions) of that Form 1120." The penalty is steep: "A penalty of $25,000 will be assessed on any reporting corporation that fails to file Form 5472 when due" (IRS Instructions for Form 5472). These entities cannot e-file the form and must fax or mail it to the address in the instructions. Our Form 5472 filing guide walks through the reportable transactions and record-keeping rules.
Foreign corporations with a US trade or business have a separate return, covered in our Form 1120-F guide.
Most of the checklist is administrative. Data gathering, deadline tracking, drafting and filing can sit with an outside team, while approvals and signatures stay with the company.
| Task | Suitable to outsource | Stays in-house |
|---|---|---|
| Compliance calendar across states | Building and monitoring it | Final sign-off on priorities |
| State annual reports and entity taxes | Preparing and filing | Approving payment |
| Registered agent tracking | Renewals and forwarding notices | Acting on legal process with counsel |
| Minutes and written consents | Drafting from director instructions | Board decisions and signatures |
| Officer, share and ownership changes | Updating ledgers and state filings | Authorizing the change |
| Form 5472 | Collecting transaction data and preparing the return | Owner review and signing |
| BOI | Confirming exemption or preparing the report for foreign entities | Certifying the information |
Corporate tax deadlines sit alongside these items. Our small business tax compliance calendar lists the federal tax dates, and companies working across many states can use the multi-state tax compliance guide for nexus and registration questions.
Before any checklist item is delegated, the company needs an entity inventory: every entity, its state of formation, each state where it is registered as a foreign entity, its registered agent, its fiscal year end and its ownership. Many missed filings come from a forgotten foreign registration or an entity set up for a single deal.
The provider then needs the charter or certificate of formation, the bylaws or operating agreement, the minute book, the stock or membership ledger and recent state filings, along with a note of unusual features such as preferred shares, voting agreements or past reinstatements. Name an internal owner with authority to approve filings, and add a review step for every document a director or officer signs. Our 30-point due diligence checklist covers how to assess a provider's data handling and controls.
What goes on an annual corporate compliance checklist? State annual reports and entity taxes for every state of formation and registration, registered agent renewals, minutes or written consents for the year's major decisions, updates to ownership records, and federal ownership filings such as Form 5472 where they apply. Tax returns sit on a separate tax calendar.
Do US LLCs still need to file a BOI report in 2026? No, for LLCs formed in the US. FinCEN's March 2025 interim final rule exempted US companies, and the final rule effective August 14, 2026 kept that exemption. Foreign entities registered to do business in a US state still report.
Does a Delaware LLC file an annual report? No. Delaware LLCs pay an annual tax of $400 by June 1 and file no annual report. Delaware corporations file an annual report and pay franchise tax by March 1.
Can a single-member LLC owned by a foreigner skip Form 5472 because it is disregarded? No. The IRS requires a foreign-owned US disregarded entity to file a pro forma Form 1120 with Form 5472 attached, and the penalty for not filing is $25,000.
Are board minutes required for an LLC? An LLC has members or managers instead of a board, and its operating agreement sets how decisions are made and recorded. Keeping signed written consents for major decisions gives lenders and buyers a clear record.
Madras Accountancy supports US businesses and CPA firms with outsourced accounting, bookkeeping, tax preparation and compliance work, including help keeping filing calendars and supporting records in order. To discuss your entities and filings, contact our team.
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