What annual filings do I need to keep track of?

Takeaway: Maintaining your startup's good standing requires a disciplined approach to a handful of critical annual filings, primarily the Delaware Annual Report and franchise tax payment, and state-level foreign qualification renewals.

Once your company is incorporated, it becomes a legal entity with a set of recurring obligations to the state(s) in which it operates. While your focus is on building your business, failing to meet these basic annual filing deadlines can have serious consequences, including financial penalties and the potential loss of your company's "good standing," which can block your ability to close a financing round.

Tracking these annual filings is a fundamental part of good corporate hygiene. While your law firm and accounting firm will handle the mechanics of these filings, you as a founder are ultimately responsible for ensuring they are completed on time.

Here are the key annual filings every startup needs to keep on its radar:

1. Delaware Annual Report and Franchise Tax

This is the most important annual state filing for nearly every venture-backed startup.

  • What It Is: A required annual report filed with the Delaware Secretary of State. The report updates basic information about your company (like the address and the names of your directors and officers) and, most critically, includes the payment of your annual Delaware franchise tax.

  • The Deadline: The deadline is absolute and unforgiving: March 1st of every year.

  • The Tax Calculation: As we've discussed, you must remember to use the "Assumed Par Value Capital Method" when filing your report to calculate your tax. This will almost always result in the minimum possible tax (currently $450), saving you from the shockingly high bill generated by the default calculation method.

2. Foreign Qualification Annual Reports

If your Delaware corporation has a physical presence (an office or employees) in another state, such as California or New York, you will have registered to do business there as a "foreign corporation."

  • What It Is: Most states require foreign-qualified companies to file their own annual report and pay a fee to maintain their good standing in that state.

  • The Deadline: These deadlines vary by state and are different from the Delaware deadline. It is critical to track the specific filing date for each state in which you are registered.

3. Annual Corporate Tax Returns

  • What They Are: Your company must file federal and state income tax returns every year, even if it has no revenue and is operating at a loss. These returns are prepared by your accounting firm.

  • The Deadline: For C-Corporations, the standard deadline is typically April 15th, though this can be extended.

4. Annual 409A Valuation

  • What It Is: While not a government filing, this is a critical annual compliance task. It is the independent appraisal of your common stock's fair market value that is required to set the exercise price for your stock options.

  • The Deadline: A 409A valuation is generally considered valid for a maximum of 12 months, so you must have it refreshed at least once a year, or immediately following any material event like a new financing round.

Staying on top of these few key filings is a straightforward but essential part of running a professional and compliant business.

Disclaimer: This post is for general informational purposes only and does not constitute legal, tax, or financial advice. Reading or relying on this content does not create an attorney–client relationship. Every startup’s situation is unique, and you should consult qualified legal or tax professionals before making decisions that may affect your business.