Forming a US LLC is a moment in time. Maintaining it is an ongoing responsibility. Many UK and European founders invest significant effort in getting their US company set up — navigating formation, EIN applications, banking, and payment processors — and then underestimate the importance of keeping it compliant year after year. A US LLC that falls out of good standing can lose its legal protections, face penalties, have its bank accounts restricted, and in serious cases be involuntarily dissolved by the state.
Good standing is not complex to maintain, but it requires awareness of the relevant deadlines and a systematic approach to annual compliance. This guide covers every key obligation non-resident LLC owners need to track.
What "Good Standing" Means
A company in good standing has satisfied all of its state-level obligations — filed required reports, paid required fees, and maintained a registered agent — and is therefore recognised by its state of formation as an active, compliant entity. A Certificate of Good Standing, issued by the Secretary of State on request, is formal confirmation of this status. Banks, payment processors, and contract counterparties may request this certificate as part of their due diligence.
Loss of good standing — sometimes called "administrative dissolution" depending on the state — occurs when a company fails to meet its state obligations. Consequences typically include losing the right to bring legal action in state courts, loss of liability protection, and eventually involuntary dissolution if non-compliance continues. Reinstating a dissolved company is possible in most states, but it is more expensive and complicated than simply keeping up with annual filings.
Annual Report Requirements by State
Wyoming: LLCs must file an annual report with the Secretary of State and pay an annual licence tax. The minimum fee is $60 for LLCs with Wyoming-based assets below $300,000, increasing for larger asset values. The report is due on the first day of the anniversary month of formation. Full details in our Wyoming annual report guide.
Delaware: Delaware LLCs pay a flat annual tax of $300 due on 1 June each year. No annual report is required for LLCs — just the fee. Delaware C-Corporations have a more complex franchise tax calculation and annual report that typically costs more.
New Mexico: New Mexico requires no annual report and charges no annual fee for LLCs — the lowest-maintenance state for ongoing compliance. The only recurring state-level obligation is maintaining a registered agent.
Nevada and Texas: Both have annual obligations somewhat higher than Wyoming or Delaware. Nevada requires a $200 annual list of officers and managers. Texas requires an annual franchise tax report — most small LLCs hit the no-tax-due threshold and pay nothing, but the report must still be filed.
Registered Agent: The Non-Negotiable Ongoing Requirement
Every US LLC must maintain a registered agent with a physical street address in the state of formation at all times. The registered agent receives official government and legal correspondence on behalf of the LLC. Registered agent services are typically renewed annually, costing $50–$150 per year depending on the provider and state.
Allowing registered agent service to lapse — by failing to renew, or by failing to update the agent's address after a change — is a common cause of good standing issues. When an LLC has no valid registered agent on file, the state typically places it in delinquent status and may eventually dissolve it. For non-resident founders, maintaining a reliable registered agent service is particularly important because it is the only formal point of contact between your LLC and the state government.
Federal Tax Compliance: Form 5472 and Annual Filings
Beyond state-level obligations, foreign-owned US LLCs have annual federal compliance requirements regardless of whether any US tax is owed. The primary filing obligation for most single-member non-resident owned LLCs is Form 5472 attached to a pro-forma Form 1120, due annually by 15 April, with a six-month extension available to 15 October.
Failure to file Form 5472 carries a $25,000 penalty per form per year — assessed regardless of whether any income was earned. This is the single most financially dangerous compliance gap for non-resident LLC owners, and it is entirely avoidable. See our Form 5472 guide for full details on what must be reported and how to file.
FinCEN Beneficial Ownership Reporting
Under the Corporate Transparency Act, your LLC must maintain an accurate Beneficial Ownership Information (BOI) report with FinCEN. For entities formed from 1 January 2025, the initial report must be filed within thirty days of formation. After the initial filing, any change in beneficial ownership information — including a change of address, name, or ownership percentage — must be reported within thirty days of the change. There is no annual renewal requirement; updates are only triggered by changes. See our CTA and BOI reporting guide for the full requirements.
A Practical Compliance Calendar
For a typical Wyoming LLC owned by a UK or European founder, annual compliance looks like this:
- January–April: Prepare and file Form 5472 and pro-forma Form 1120 for the prior tax year (deadline 15 April; extension to 15 October available via Form 7004)
- Anniversary month of formation: File Wyoming annual report and pay $60 annual licence tax
- Registered agent renewal: Renew annually — typically aligned with your formation anniversary or a fixed calendar date depending on your provider
- Within 30 days of any change: Update FinCEN BOI report if any beneficial ownership information changes
This is a manageable schedule that takes a few hours per year for most non-resident LLCs with straightforward operations. The key is not letting any item slip — particularly the Form 5472 filing with its substantial automatic penalty.
Ongoing Support for Non-Resident LLC Owners
Our annual compliance packages for UK and European founders cover registered agent renewal, annual state report filing, and Form 5472 preparation through our licensed Enrolled Agent Richard Williams. We track your deadlines, handle filings on your behalf, and ensure your LLC remains in good standing year after year.
Form 5472 — Annual Federal Filing for Foreign-Owned LLCs
Wyoming LLC Annual Report Guide
Corporate Transparency Act & BOI Reporting
View Pricing