Do I Still Need to File an Annual Report If I Haven't Made Any Sales?
Yes — most LLCs and corporations must file an annual report even with no sales or profits. Learn which business types are required to file, which states have exceptions, and what happens if you miss the deadline.
Bizee Editorial Staff
Editorial Team
Introduction
Generally, yes. If your LLC or corporation is registered with the state, you're required to file an annual report — even if you had no sales, no revenue, and no activity that year. Annual report requirements are tied to your business's legal existence, not its income. There are a few exceptions by state and entity type, and this guide covers all of them.
Which business types must file an annual report
An annual report is a state-required filing that keeps your business's registration current. It's not a financial statement — it's a record update. Most states use it to confirm your registered agent, business address, and ownership information are still accurate. The filing requirement exists because your business is a separate legal entity registered with the state, and that registration has to be maintained regardless of whether the business earned anything.
Only businesses that are separate legal entities are required to file. Sole proprietors and general partnerships are not separate legal entities, so they don't have this requirement. The business types that do need to file include:
- Single-member LLCs
- Multi-member LLCs
- S Corporations
- C Corporations
- Nonprofit organizations
Does my state require an annual report?
Most states require LLCs and corporations to file annual reports, but a handful don't — and the exceptions are worth knowing. Annual report requirements are set at the state level, not the federal level. The IRS doesn't require annual reports; that's a state obligation tied to your business registration.
States that do not require LLCs to file annual reports include Arizona, Missouri, New Mexico, Ohio, and South Carolina — with one exception: LLCs in South Carolina that are classified as S Corporations do need to file. For corporations, Ohio, Oklahoma, and South Carolina do not require annual report filings. Every other state requires both LLCs and corporations to file.
One thing that catches people off guard: even a dormant or inactive business must meet annual report obligations in most states unless it has been formally dissolved. Letting a business sit idle without filing doesn't pause the requirement — it just means the filings pile up.
Do I need to file if I had no sales or profits?
Yes. If your LLC or corporation is registered in a state that requires annual reports, you need to file — even if you had zero sales, zero revenue, and zero activity during the year. The filing requirement is based on your business's legal status, not its financial performance. A business that made nothing is still a registered legal entity, and the state still needs to know it's active.
This applies to the full range of no-activity situations: a business you formed but haven't started using yet, a side business that had a slow year, or an LLC you're holding while you figure out next steps. In all of these cases, the annual report is still due.
How annual reports work: fees, names, and frequency
Most states charge a fee to file your annual report. The amount varies by state and entity type. Most states require filing every year, though some states use a biennial schedule — meaning you file every 2 years instead of every year. Check your state's Secretary of State website for your specific deadline and fee.
Annual reports go by different names depending on the state. You may see them called a statement of information, a franchise tax report, a business privilege tax return, or a periodic report. The name changes, but the obligation is the same: file on time to keep your business in good standing.
What happens if you don't file an annual report
Not filing has real consequences that escalate over time. Here's what typically happens if you miss your annual report deadline:
- The state sends a notice and may add a late filing penalty to your account
- Your business loses its good standing status, which can block you from opening bank accounts, signing contracts, or getting financing
- If you continue to miss filings, the state can administratively dissolve your business — meaning it no longer legally exists
Reinstating a dissolved business is possible in most states, but it takes time, costs more than the original filing, and may require filing all the missed reports at once. Filing on time is the easier path.
FAQ
Generally, yes. Most states require LLCs to file an annual report to stay in good standing. The main exceptions are Arizona, Missouri, New Mexico, Ohio, and South Carolina — though South Carolina LLCs taxed as S Corporations do need to file. If your LLC is registered in any other state, an annual report is due on a schedule set by that state.
If you don't file, your LLC loses its good standing with the state. That can mean late penalties, restrictions on doing business, and — if the filings stay missed long enough — administrative dissolution. A dissolved LLC no longer has legal protection, and reinstating it costs more and takes longer than filing on time would have.
No. Sole proprietors are not separate legal entities, so they don't have an annual report requirement. Annual reports apply only to registered business entities — LLCs, corporations, and nonprofits. If you're running a business as a sole proprietor without forming an LLC or corporation, you don't have this filing obligation.
Yes. The annual report requirement doesn't depend on whether anything changed in your business. It's a maintenance filing that keeps your registration current with the state. Even if your address, ownership, and registered agent are all the same as last year, the filing is still due on schedule.
It depends on your state and entity type. For most LLCs and corporations in most states, yes — it's mandatory. A few states don't require annual reports for LLCs or corporations at all. And sole proprietors and general partnerships are never required to file one. If you're not sure whether your business has a filing requirement, check with your state's Secretary of State office.
Any business registered as a separate legal entity in a state that requires annual reports needs to file. That includes single-member LLCs, multi-member LLCs, S Corporations, C Corporations, and nonprofits. Sole proprietors and general partnerships are not separate legal entities and don't have this requirement. Nonprofits have their own separate annual reporting rules that don't depend on sales.
