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Corporation vs LLC annual reports: where the two filings diverge

Most guidance treats "the state annual report" as one filing. For a lot of states that is fair — the corporation and the LLC file the same form on the same date. But in several states the two entity types are on genuinely different clocks, and a founder who converted from an LLC to a corporation, or who runs one of each, can miss a deadline by four months while believing they filed on time. This page shows four states worked through against their primary sources: two where the filings differ sharply, one where they differ by deadline only, and one where they are the same filing.

Reviewed September 17, 2026 · every rule below links to its primary source
On this page
  1. Why the two diverge at all
  2. Delaware — the largest gap: a report vs no report
  3. California — annual vs every other year
  4. Pennsylvania — same report, three different deadlines
  5. Texas — the same filing for both
  6. How to tell which case your state is

Why the two diverge at all

A state annual report is an informational filing: the state is keeping its register of who controls the entity and where process can be served. Corporations and LLCs carry different governance furniture — a corporation has officers and directors, an LLC has members or managers — so some states collect them on different forms, and once there are two forms there is nothing forcing them onto one schedule.

Separately, many states attach a franchise tax or privilege tax to the same moment. That tax is usually computed differently for corporations (shares, capital, or income) than for LLCs (often a flat fee), and where the tax drives the calendar, the entity types drift apart. This is the mechanism behind every divergence below, and it is why "when is my annual report due" has no answer until you say which entity type you are.

The difference between a franchise tax and an annual report

1. Delaware — a report for one, no report at all for the other

Applies to: entities formed in Delaware. This is the widest divergence of the four, because it is not a difference in date — it is a difference in whether a report exists.

A Delaware corporation files an Annual Report and pays franchise tax, both due no later than March 1 each year. The penalty for failing to file a completed Annual Report on or before March 1 is $200, plus interest on unpaid tax.

A Delaware LLC — along with limited partnerships and general partnerships formed in Delaware — does not file an Annual Report at all. It pays a flat annual tax of $300, due on or before June 1. Late payment carries a $200 penalty plus interest.

Corporation
Annual Report + franchise tax — due March 1
LLC / LP / GP
No annual report; $300 flat annual tax — due June 1
Gap between them
Three months, and two different obligations
Where this bites: a founder who incorporated in Delaware after years of running a Delaware LLC has a March 1 obligation they have never had before, and it arrives two and a half months earlier than the June 1 date they are used to. The reverse — converting a corporation to an LLC and continuing to file a report — is harmless but wastes the fee.

Sources: Delaware Division of Corporations — Annual Report and Tax Instructions ↗ · Annual Report and Tax Information ↗ · LLC/LP/GP Franchise Tax Instructions ↗

2. California — the corporation files every year, the LLC every other year

Applies to: entities registered with the California Secretary of State, including out-of-state entities qualified to do business there.

California's annual report is called a Statement of Information, and both entity types file one. The cadence is what differs. California stock corporations — and out-of-state corporations qualified in California — file a Statement of Information every year. California nonprofit corporations and all LLCs file every two years, in the anniversary month, in odd or even years depending on the year of initial registration.

For subsequent filings the state allows a six-month window that closes at the end of the entity's registration-anniversary month: an entity registered in March, for example, may file from October 1 through March 31. A first Statement of Information is separately due within 90 days of registering.

Stock corporation
Statement of Information — every year, by end of anniversary month
LLC and nonprofit corporation
Statement of Information — every two years, by end of anniversary month
Also separately owed
The $800 minimum franchise tax to the Franchise Tax Board is a distinct obligation from the Statement of Information and is not satisfied by filing one
Where this bites: the biennial habit is the dangerous one. An owner who runs a California LLC and then forms a corporation carries over a two-year rhythm into an entity that owes a filing annually — and the year they skip is a live delinquency. Failure to file can draw an FTB penalty and lead to suspension or forfeiture of the entity's powers.
New as of August 1, 2026: the Secretary of State now requires established User Access in the bizfile Online portal to file a Statement of Information online — the online filing option is only visible to users who have it. If you have not requested access for your entity, do that before the filing window closes rather than during it.

Sources: California Secretary of State — Statements of Information Filing Tips ↗ · Business Entities FAQs ↗

3. Pennsylvania — one report, three deadlines, sorted by entity type

Applies to: domestic and foreign filing entities registered in Pennsylvania. This regime is new — it replaced the old decennial report and began phasing in during 2025, so most entities have only filed under it once or twice.

Pennsylvania asks every filing entity for the same Annual Report, then gives each type its own deadline. All corporations — business and nonprofit, domestic and foreign — are due by June 30. Limited liability companies are due by September 30. Every other domestic filing entity or foreign filing association, including LPs and LLPs, is due by December 31. In each case the filing window opens January 1.

Pennsylvania Annual Report deadlines by entity type, per the Department of State.
Entity typeFiling windowDeadlineFee
Corporations (business and nonprofit, domestic and foreign)Jan 1 – Jun 30June 30$7 business corporations; $0 nonprofit
Limited liability companiesJan 1 – Sep 30September 30$7; $0 if not-for-profit purpose
All other filing entities (LP, LLP, and others)Jan 1 – Dec 31December 31$7; $0 if not-for-profit purpose
Where this bites: this is the three-month gap that catches holding structures. An operator with a Pennsylvania corporation and a Pennsylvania LLC has two Annual Reports a year on two dates, and the corporation's is the earlier one — so the intuition "I'll do the state filings in the autumn" misses June 30 every year.

Sources: Pennsylvania Department of State — Annual Reports ↗ · DOS notice on the new annual report requirement ↗

4. Texas — the same filing for both, and a different one for everyone else

Applies to: entities organized in Texas or with nexus in Texas. Included here as the counter-example — the divergence is real but it is not universal, and assuming a difference where there is none causes its own errors.

In Texas the split does not run between corporations and LLCs. Each taxable entity formed as a corporation, LLC, limited partnership, professional association or financial institution files the same Form 05-102, Public Information Report (PIR), annually, due on the annual franchise tax report due date. Every other taxable entity files Form 05-167, Ownership Information Report (OIR) instead, on the same date.

So for a Texas corporation and a Texas LLC, the answer is genuinely identical — same form, same date, same consequences. The line Texas draws is between named entity types and everything else, not between corporations and LLCs.

Two details do the damage here rather than the calendar. First, the PIR or OIR is due even if the entity owes no franchise tax because its annualized revenue is at or below the no-tax-due threshold — a very common situation for small operators, and the most frequent reason a Texas entity quietly falls out of good standing. Second, the information is different: officer and director data on a PIR is forwarded to the Secretary of State and displayed publicly in the Comptroller's Taxable Entity Search, whereas ownership information on an OIR is confidential and is not displayed.

If you miss it: the entity may forfeit its right to transact business. The effects include the denial of its right to sue or defend in a Texas court, and each officer, director, partner, member or owner becoming personally liable for certain debts of the entity, under Texas Tax Code §§171.251, 171.2515, 171.252 and 171.255. Forfeiture provisions do not apply to financial institutions.

Sources: Texas Comptroller — Public Information Report and Ownership Information Report ↗ · Texas Franchise Tax ↗

How to tell which case your state is

There is no shortcut that works nationally, because the divergence is created by each state's own tax and filing architecture. What does work is a short sequence of checks, in this order:

  1. Find the form, not the deadline. Search your Secretary of State for the annual report form and see whether one form covers all entity types or the site offers a separate corporate form. Two forms is the tell — where a state maintains separate forms, separate schedules usually follow.
  2. Check whether the deadline is anchored to a date or to your entity. A fixed statewide date (Delaware's March 1, Pennsylvania's June 30) is usually set per entity type. An anniversary-based date is usually the same rule for everyone, applied to your own registration month.
  3. Check the tax separately. In several states the report and the tax are two filings with two deadlines — California's Statement of Information and the FTB's $800 minimum franchise tax are the clearest example. Satisfying one does not satisfy the other.
  4. Re-check after any conversion. Converting between entity types is the single most reliable way to inherit the wrong deadline, because the calendar reminder survives the conversion and the obligation does not.

A note on what our free lookup currently covers

The free deadline lookup and the 50-state table hold LLC records for all 50 states and the District of Columbia. They do not yet hold a separate corporate record for each state. Given everything above, that matters: for a state like Texas the LLC answer is also the corporate answer, but for Delaware, California or Pennsylvania it is not, and reading an LLC record as a corporate one would put you months out. Where your entity is a corporation, treat the lookup as a pointer to the right state page and official source rather than as your date, and confirm on the state's own site. We would rather say that plainly than let the gap go unmentioned.

This is general information, not legal, tax or compliance advice. Annual report rules change, and they vary by state, entity type, registration date and whether the entity is domestic or foreign to the state. Verify anything here against the primary source linked in the relevant section, and talk to a lawyer or CPA before relying on it for your own filings. Dates, fees and penalties on this page were reviewed against the linked primary sources on September 17, 2026; where a state revises a form or fee after that date, the state's own page governs.