The United States has no single national company register. Each state keeps its own, so annual compliance combines state corporate filings, federal tax returns, state and local taxes, and payroll. For a foreign-owned company the picture adds international information reporting, which carries some of the highest penalties of any country in this series.

This guide covers the Delaware C corporation, the usual vehicle for venture-backed and foreign-owned subsidiaries, and notes where an LLC or a foreign corporation registered in another state differs. It is written for founders and for legal, finance and operations teams. The example state is Delaware, but the pattern applies to every state with different dates and fees.

Updated November 9, 2026. U.S. rules, particularly on beneficial ownership reporting, have changed more than once recently, so confirm current requirements with the IRS and the state.

Entity compliance United States: the quick answer

• File the Delaware annual report and pay the franchise tax by 1 March each year.

• File the federal corporate income tax return (Form 1120) by 15 April for a calendar-year corporation, or extend it with Form 7004.

• If a foreign person owns at least 25 percent and the company has reportable transactions with related parties, file Form 5472 with the return.

• Register and file in each state where the company operates, has employees or has sales tax nexus, and keep a registered agent in every state of registration.

• Run payroll filings, issue year-end forms and keep minutes and stock records.

What determines a U.S. company's compliance requirements?

The entity type, the state and the ownership decide the workload. A C corporation pays its own federal income tax, while an LLC can be taxed as a corporation, a partnership or a disregarded entity. The state of incorporation sets the annual report and franchise tax. The states where the company operates set the qualification, income tax, sales tax and payroll rules.

Foreign ownership brings extra rules. A U.S. corporation with a foreign shareholder of at least 25 percent has to report related-party transactions. A foreign-owned single-member LLC that is disregarded for tax purposes files the same information return with a pro forma corporate return. Check both.

Annual entity requirements in the United States: the core checklist

1. Delaware annual report and franchise tax

Delaware corporations file the annual report and pay franchise tax by 1 March for the prior calendar year. Professional guides give a filing fee of USD 50 for non-exempt corporations, a minimum franchise tax of USD 175 under the authorized shares method, and a late penalty of USD 200 plus 1.5 percent monthly interest. The authorized shares method can produce a very large number for startups with millions of authorized shares, so use the assumed par value capital method, which usually results in a much smaller amount. Missing the filing can affect good standing.

2. Federal corporate income tax return

A C corporation files Form 1120 even when it has no revenue or profit. The due date for a calendar-year corporation is 15 April, and Form 7004 gives an automatic six-month extension to file, though not to pay. The federal corporate rate is 21 percent. Corporations also pay estimated tax in quarterly installments. Foreign-owned companies often file late or file the wrong form, so confirm that the company uses Form 1120 and not the form for foreign corporations.

3. Form 5472 and related-party reporting

Form 5472 reports transactions between a U.S. corporation that is at least 25 percent foreign-owned, or a foreign-owned disregarded entity, and related foreign parties. It is filed with the corporate return. The penalty for failing to file is USD 25,000 per form, with additional penalties after notice, so this is the most expensive mistake foreign founders make. Reportable transactions include capital contributions, loans, service fees and payments to the foreign owner.

4. Beneficial ownership reporting

The federal Corporate Transparency Act regime has changed repeatedly. A March 2025 interim final rule removed the reporting requirement for U.S. companies and U.S. persons, and later rulemaking, reported as effective in August 2026, exempts entities created under state or tribal law, while certain foreign entities registered to do business in the United States may still be covered. Because the rule has moved, confirm the current position with counsel. Banks and counterparties will still ask for ownership information.

5. State qualification, taxes and registered agent

A company that does business in another state must register there as a foreign corporation, appoint a registered agent and file that state's annual report or statement of information. State income or franchise taxes, sales tax and local business licenses apply based on the activity. After the Supreme Court's Wayfair decision, many states tax remote sellers once they pass economic nexus thresholds, so review sales by state.

6. Minutes, stock records and annual meetings

Delaware corporations hold an annual stockholders' meeting or act by written consent to elect directors, keep minutes, and maintain a stock ledger. The board approves financial statements, stock issuances and option grants. For startups, keep the capitalization table, option plan and 409A valuation current.

Tax and indirect tax obligations

Beyond federal income tax, states impose income or franchise taxes, with rates and bases that differ. U.S. sales tax is imposed by states and localities, not federally, and companies register and file returns in each state where they have nexus. Property taxes apply to business assets in many places.

Payments from the U.S. company to foreign persons, such as dividends, interest and royalties, can be subject to 30 percent withholding unless a treaty reduces it. The payer files Form 1042 and Form 1042-S for these payments, and collects Form W-8BEN-E from the recipient. Transfer pricing rules require arm's-length pricing for intercompany transactions.

Foreign-owned subsidiaries

A foreign parent can own a U.S. corporation outright. The company needs an employer identification number from the IRS, a U.S. bank account, a registered agent and at least one director and officer, who need not be U.S. residents. The company's tax residence is the U.S., so it files returns even when most activity is abroad. Foreign groups should also model the effect on the parent's tax filings, and check CFIUS rules if the acquisition touches sensitive sectors.

Intercompany loans bring interest deductibility limits, and cross-border services bring withholding and permanent establishment questions. Keep written agreements and invoices.

First-year and event-triggered obligations

In the first year, the company is incorporated, obtains an EIN, adopts bylaws, issues founder stock, holds an organizational meeting, opens a bank account, registers for payroll and state taxes, and qualifies in the states where it operates. Founders who receive restricted stock may need to consider an 83(b) election within 30 days of the grant.

Events that trigger filings include stock issuances, option grants, a change of officers or registered agent, a move of headquarters, a merger and a dissolution. Each may need a Delaware filing, a state filing and a tax update.

Employment and local requirements

U.S. employment law is a mix of federal and state rules. Employers withhold federal and state income tax and payroll taxes, file quarterly payroll returns, issue Form W-2 to employees and Form 1099 to contractors by January 31, and complete Form I-9 for every hire. State unemployment insurance, workers' compensation and paid leave rules vary. Misclassifying employees as contractors is a frequent source of penalties. Many foreign-owned subsidiaries use a payroll provider and a professional employer organization.

Build a compliance calendar for the United States

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• January 31: issue W-2 and 1099 forms and file the annual payroll reconciliations.

• March 1: file the Delaware annual report and pay franchise tax.

• April 15: file Form 1120 and Form 5472, or file Form 7004 to extend.

• Quarterly: estimated federal and state taxes, payroll returns and sales tax where applicable.

• March 15: file Form 1042 if the company paid U.S.-source income to foreign persons.

• Throughout the year: state annual reports and registered agent renewals.

Common mistakes

• Filing Form 1120 without Form 5472 when a foreign shareholder has related-party transactions.

• Paying Delaware franchise tax on the authorized shares method with millions of shares.

• Forgetting that every state of registration has its own annual report.

• Ignoring sales tax nexus in states where the company has customers.

• Paying a foreign parent without checking withholding and Form 1042-S.

• Relying on an outdated view of beneficial ownership reporting.

Entity compliance United States: frequently asked questions

When is the Delaware annual report due?

1 March each year for domestic corporations, together with the franchise tax payment.

When is Form 1120 due for a calendar-year corporation?

15 April, with an automatic six-month extension to file available through Form 7004.

What is Form 5472?

An information return for U.S. corporations at least 25 percent foreign-owned and foreign-owned disregarded entities, reporting related-party transactions. The penalty for failure to file is USD 25,000 per form.

Does a foreign-owned Delaware corporation file Form 1120 or Form 1120-F?

A Delaware corporation is a domestic corporation and files Form 1120. Form 1120-F is for foreign corporations.

Do U.S. companies still file beneficial ownership reports?

Federal rules have changed repeatedly and now exempt entities formed under state law, with possible coverage of some foreign entities. Confirm the current rule.

Is there a single U.S. company register?

No. Each state keeps its own register and sets its own annual report, fees and taxes.

How CoverPin can help

CoverPin helps finance, legal and operations teams track entity obligations across countries. See our international entities overview, learn about compliance advisory, or browse more guides in our legal and compliance resources.

This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.