The distinction almost every guide gets wrong
There are three different situations behind the phrase no annual report, and the difference decides whether your company survives the year. In the first, the state has no recurring entity filing for your entity type. Nothing is due, nothing accrues, and you need no calendar entry. In the second, a filing is required every year. The state charges nothing for it, but missing it leads to administrative dissolution, exactly as a missed paid filing would. In the third, there is no report at all and the state still bills you every year, so nothing ever looks overdue until the invoice does.
The second group is the dangerous one, because people remember the fee. An owner who reads that a state charges $0 concludes there is nothing to do. Minnesota dissolves companies on that misunderstanding every year.
File.Business keeps the three apart in its own data, with a files_report flag per entity type. So a page can never say one when it means the other. What follows is that data, read straight from each agency's schedule. If you are new to the filing itself, start with what an LLC is and the annual report guide.
The distinction also decides what you do when you buy or inherit an entity. A company acquired in Alabama needs no back reports, because none were ever due. A company acquired in Minnesota may be three renewals behind, and administratively dissolved, without a single dollar of unpaid fees on the record. That makes it a far easier problem to miss during diligence, precisely because no invoice was ever generated.
States where an LLC files nothing at all
Six jurisdictions ask nothing at all of an LLC, no report and no recurring charge. In four of them a corporation still files, which is why the entity type matters more than the state.
| State | What an LLC files | Fee | What a corporation files |
|---|---|---|---|
| Alabama | Nothing | n/a | Nothing. The Corporation Annual Report was repealed by Act 2024-213 effective October 1, 2024 |
| Arizona | Nothing | n/a | Annual report, $45, to the Corporation Commission |
| Missouri | Nothing | n/a | Annual registration report, $20 online or $45 on paper, in the anniversary month |
| New Mexico | Nothing | n/a | Biennial report, $25 |
| Ohio | Nothing | n/a | Nothing. Only nonprofits file, every five years |
| South Carolina | Nothing | n/a | Annual report as Schedule D of the corporate income tax return, to the Department of Revenue |
Alabama is the one that changed most recently. For taxable years beginning after December 31, 2023, the business privilege tax is fully exempt where the calculated tax is $100 or less, and no return is required at that level. So a typical Alabama LLC now has neither a report nor a return. Most competitor pages still describe the old $50 minimum.
Arizona is the cleanest case of the entity split. The Corporation Commission's LLC fee schedule contains no annual report line at all. Its corporation schedule, though, lists the report at $45 for a for-profit and $10 for a nonprofit. Nothing about the state's name tells you which applies, only the entity type does. New Mexico works the same way, with LLCs exempt and corporations on a biennial cycle.
Ohio is the outlier in this group, because neither an LLC nor a for-profit corporation files. The Statement of Continued Existence that people find when they search is a nonprofit filing, due every five years. An Ohio for-profit owner who dockets it is tracking a filing that will never be due. And one who concludes from it that Ohio has recurring obligations may go looking for a report that does not exist.
File your annual report
We prepare it, file it with the agency, and confirm it came back accepted. Or keep reading and file it yourself; this guide covers both.
States that charge nothing but still require the filing
Here the fee is zero and the obligation is real. Each of these states will administratively dissolve an entity that skips the filing, and reinstatement costs money even though the report itself never did.
| State | Filing | Fee | Deadline and what a miss costs |
|---|---|---|---|
| Idaho | Annual report | $0 | End of the anniversary month. Administrative dissolution follows. |
| Minnesota | Annual renewal | $0 | December 31. Reinstatement is $65 by mail or $85 online. |
| Mississippi | Annual report | $0 | April 15. A corporation pays $25 for the same filing. |
| Montana | Annual report | $0 | April 15. The $20 fee has been waived every year since 2024 and is waived through 2027. Filing after April 15 costs $35. |
| Texas | Franchise tax report, to the Comptroller | $0 | May 15. No tax is due below $2,650,000 of annualized revenue for 2026 and 2027, but the report is still required and forfeiture follows a miss. |
Minnesota is the clearest illustration. The renewal costs nothing, takes about four minutes, and is the only thing standing between an active entity and administrative dissolution. The reinstatement that follows a missed renewal costs more than a decade of renewals would have, even had they carried a fee. The same pattern shows up in Idaho, where the report is free and the reinstatement is not.
Mississippi splits the difference in a way worth noticing: the LLC annual report is free, and the corporation pays $25 for the same filing on the same deadline. It is the clearest single illustration that the fee and the obligation are independent. Reading one off the other is how companies get dissolved.
Why a state charges nothing for a filing it still demands
A recurring report exists so the state can keep the public record current: who the registered agent is, where process can be served, who the officers are. That record has value to the state whether or not a fee attaches to it. Several legislatures decided the administrative cost was better absorbed than passed on. Idaho and Minnesota both took that route.
The enforcement, though, is the same machinery a paid state uses. Miss the filing, and the entity moves to delinquent, then to administratively dissolved. At that point, the company cannot get a certificate of good standing, which is what a bank, a landlord, or an acquirer asks for first.
So the fee tells you nothing about the consequence. It tells you only what the legislature decided to charge for the clerical work.
There is a second reason states keep the filing while dropping the fee. The report is where the state learns that an agent has changed, that an address is stale, or that the entity has quietly stopped operating. Without it, the register fills with companies nobody can serve. That is why the enforcement is real even where the revenue is not, and why dropping the fee never came with dropping the dissolution.
The states people wrongly add to this list
Four states get grouped with the ones above and do not belong there, and each mistake has a different shape.
Delaware. A Delaware LLC files no annual report, true, and where most summaries stop. What it does owe is a flat $400 annual tax by June 1, with a $200 penalty and 1.5% monthly interest behind it. The absence of a report is not the absence of an obligation, and this obligation is larger than most states' reports. The Delaware guide sets out both halves.
Virginia. The same shape as Delaware and less well known. A Virginia LLC files no annual report and still owes a $50 annual registration fee on the last day of its anniversary month. A corporation files a report and pays the fee; an LLC only pays. Nothing is ever overdue on the filing side, which is exactly why the fee gets missed.
Texas. There is no Secretary of State annual report, so Texas reads as exempt. It belongs in the free-but-required table above rather than in the exempt one. The franchise report goes to the Comptroller instead, on a separate calendar. Most small companies file it showing no tax due, rather than not filing at all. Two agencies, and people never learn about one of them until a certificate of account status is refused.
Ohio. Genuinely files nothing at the Secretary of State, but the commercial activity tax is a separate registration with its own receipts threshold. Owners who conclude from the missing report that Ohio wants nothing are the ones who find the tax later.
The pattern in all three is the same: the report and the tax are different obligations at different agencies, and only one of them is what a summary is usually describing.
How to tell which situation you are in
Check the entity type before the state. Alabama, Arizona, and New Mexico all exempt LLCs while still billing corporations. So a founder who reads a state-level summary, but owns the other entity type, draws the wrong conclusion. Our deadline table is split by entity for exactly this reason.
Then check whether a filing exists at zero cost. If it does, put it in the compliance calendar with the same weight as a paid one. The state does not distinguish between a report you did not pay for and a report you did not file.
If you are registered in more than one state, the answer differs per registration, and a foreign qualification usually brings the host state's recurring filing with it, sometimes at a higher rate than a domestic entity pays.
When the entity type changes, the obligation changes with it. A conversion from LLC to corporation in Alabama, Arizona, or New Mexico moves a company from filing nothing to filing something, and the new obligation starts quietly. Nobody sends a notice explaining that the rules you learned last year no longer apply to your company.
What to do instead of memorizing a state list
State lists go stale. Alabama's rule changed for taxable years beginning after December 31, 2023. Georgia replaced its entire schedule on September 6, 2025. Louisiana raises its whole Commercial Division schedule on October 1, 2026. A page that memorizes 2024's answer is wrong by the time somebody reads it.
Three habits survive the churn. First, record the obligation per registration, not per company, because a foreign qualification brings the host state's calendar with it. Second, record it per entity type, because Alabama, Arizona, and New Mexico all split on that line, and a conversion from single-member LLC to corporation changes the answer. Third, check the agency's own current schedule rather than a summary, and note the revision date when you do.
If you want the mechanics of the filing itself rather than the map, the annual report guide covers what goes on the form, and franchise tax by state covers the separate tax that several states run alongside it. Neither is a substitute for the other, which is the confusion that puts Ohio owners on the wrong side of the commercial activity tax.
The last habit matters most for anyone holding more than one entity: keep the calendar keyed to the entity record, not to a mental model of the state. Owners who remember rules rather than records are the ones who convert an entity, register in a second state, or acquire a company, and carry an assumption that stopped being true the moment the paperwork changed.
If any of the entities you hold sits in a state where the report is free, treat that as the highest-priority line on the calendar, not the lowest. It is the cheapest obligation you have, and the one most likely to be skipped, a combination that reliably produces an administrative dissolution nobody saw coming.
Five ways this goes wrong
Mistake 1: Reading a $0 fee as no obligation
What it is. A state publishes a zero fee and the owner concludes there is nothing to file. What it costs. Administrative dissolution, then reinstatement plus the loss of the liability shield for the period the company was dissolved. How to avoid it. Treat a free filing as a filing. Docket it exactly as you would a paid one.
Mistake 2: Applying a state-level answer to the wrong entity type
What it is. Alabama, Arizona, and New Mexico exempt LLCs but still bill corporations. What it costs. A corporation skips a report it actually owes, plus a late penalty on top. How to avoid it. Look up the entity type, not the state. Our tables are split for this.
Mistake 3: Assuming no report means no tax
What it is. Ohio LLCs file no annual report, and owners conclude no state filing exists at all. What it costs. A missed commercial activity tax registration, which is a separate obligation with its own threshold. How to avoid it. Separate the entity filing from the tax filing. They live at different agencies.
Mistake 4: Carrying a home-state assumption into a foreign registration
What it is. An Ohio owner registers in a state that does require a report and never sets the reminder. What it costs. Loss of good standing in the host state, which blocks certificates and loans. How to avoid it. Set the calendar per registration, not per company.
Mistake 5: Trusting a figure published before the state changed it
What it is. Alabama's privilege tax changed for taxable years beginning after December 31, 2023, and Georgia replaced its whole schedule on September 6, 2025. What it costs. Budgeting a fee that no longer exists, or missing one that now does. How to avoid it. Read the agency's own current schedule, and note the revision date when you do.
Three companies and the filing they nearly missed
Example 1: A Birmingham design studio that owed nothing and did not believe it
A two-person Alabama LLC had been paying an accountant to prepare a business privilege tax return every April. After the 2024 exemption, the calculated tax was under $100, so no return was due, and the LLC had never owed an annual report. They had been paying for a filing the state no longer wanted.
Example 2: A Saint Paul consultancy dissolved by a free filing
A Minnesota single-member LLC skipped the December renewal two years running, on the theory that a $0 fee could not matter. The Secretary of State dissolved it. The owner discovered the problem when a client's procurement team ran a good-standing check mid-contract.
Example 3: A Phoenix agency that read the state answer, not the entity answer
An Arizona founder converted from an LLC to a corporation for an investor round, and carried forward the belief that Arizona asks for no annual report. That is true of the LLC, and false of the corporation, which owes $45 to the Corporation Commission.
What Happens When You Miss a Free Filing
The filing is free. The recovery is not. A dissolved Minnesota LLC pays $85 to reinstate online. An Idaho entity that lapses must be reinstated before it can get the certificate of good standing that most lenders and landlords ask for. The larger exposure is the gap itself: while the company is administratively dissolved, the liability shield it exists to provide is not reliably there, and a claim arising in that window is the expensive kind of problem.
A $0 filing that protects a $2,000,000 liability position is the best-value item on any compliance calendar. For a company that has been dissolved and reinstated, there's a further cost: every subsequent good-standing check shows the gap, and lenders ask about it. The filing that would have prevented all of it cost nothing.
How File.Business handles it
We track the filing whether or not it carries a fee, because the state's dissolution machinery does not care either way. Every entity gets its own calendar, keyed to its own anniversary or fixed date, and split by entity type where the state splits it. We file on your instruction. If you would rather do it yourself, the state-by-state guides above give you the form name, the deadline, and the current figure from each agency's own schedule.
Put the filing on a calendar that does not forget
Every entity, every state, split by entity type, with the figure read from the agency's own published schedule rather than a summary.
Frequently Asked Questions
Which states have no LLC annual report at all?
Alabama, Arizona, New Mexico, and Ohio ask an LLC for no recurring report. In Alabama, Arizona, and New Mexico, a corporation still files one. So the answer depends on the entity type, not the state.
Is a $0 annual report optional?
No. Idaho, Minnesota, and Mississippi charge nothing and still require the filing. Each will administratively dissolve an entity that skips it. A free filing is still a filing.
Does no annual report mean no state taxes?
No. The entity filing and the tax filing are separate, and usually sit at different agencies. Ohio LLCs file no annual report, but may still owe commercial activity tax. Alabama's privilege tax is a Department of Revenue matter, not a Secretary of State one.
What happened to Alabama's business privilege tax?
For taxable years beginning after December 31, 2023, the tax is fully exempt where the calculated amount is $100 or less, and no return is required at that level. Separately, since January 1, 2024, the Secretary of State annual report is filed on its own, rather than with the tax return, and only corporations file it.
If my LLC files nothing, do I still need a registered agent?
In most states, yes, the agent requirement is independent of any report. New York, West Virginia, and Minnesota are the exceptions, where an agent is permitted, not required.
How do I find the rule for a state not listed here?
Use the deadline table linked above, which is split by entity type and generated from the same fee data as this page. Where a state has been deep-verified against its own schedule, the note on the entry says so and gives the date.
For a specific entity: compliance monitoring tracks the filing whether or not it carries a fee. The state guides linked above give the form name, the deadline, and the current figure from each agency's own schedule.
Every figure and statutory statement above was read in the sources below. Confirm the current text with the agency or the legislature before acting on it.
Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.
