Annual LLC maintenance: obligations, deadlines and costs
4 annual obligations sustain your LLC's Good Standing: Form 5472, BOI Report, state Annual Report and Registered Agent renewal. We walk through each item with deadlines, penalties and real cost.
An LLC with no US internal operations has 4 fixed annual obligations: state Annual Report, Form 1120 + 5472 with the IRS, BOI Report (if applicable), and Registered Agent renewal.
Forming an LLC is just the first step. To keep your company active, in good standing, and compliant, there are annual obligations you must meet. The good news: at Exentax we handle absolutely everything as part of the annual maintenance plan. You focus on your business and we handle compliance.
But it's important you understand what gets done and when.
What is Good Standing?
Good Standing is the status confirming your LLC meets all its obligations with the state. Think of it as your company's "driver's license". lose it and you can't operate.
Without Good Standing:
- You can't open new bank accounts
- Mercury, Stripe, and other processors may suspend your account
- The state can administratively dissolve your LLC
- You lose the asset protection the LLC provides
- Large clients may refuse to work with you
Annual obligations by state
New Mexico
- Annual Report: Not required (yes, you read that right: zero state filings)
- Annual state fee: none
- Result: The simplest maintenance of the three states. That's why it's our favorite
Wyoming
- Annual Report: Yes, every year on the anniversary date of the LLC
- Annual fee: standard annual fee (higher if reported Wyoming assets are large)
- Deadline: 60 days before the formation anniversary
Delaware
- Annual Report: Yes, every year
- Annual fee: flat franchise tax for LLCs
- Deadline: June 1 each year
Federal tax obligations (apply to ALL states)
Regardless of where you form your LLC, these obligations are the same:
Form 5472 + Form 1120 (annual IRS filing)
If your LLC has a foreign owner (non-resident), you must file Form 5472 (informational) together with a Form 1120 pro-forma every year. It's mandatory even if your LLC had no income.
Important reminder: your LLC pays $0 federal tax. These forms are purely informational. the IRS wants to know what transactions occurred between you and your LLC, but doesn't charge you anything. Pass-through taxation in its purest form.
- Original deadline: April 15
- With extension (Form 7004): October 15
- Penalty for non-filing: $25,000 per form per year (IRC §6038A) This is where Exentax steps in: we file the form, archive the receipt and, if the authority asks, your answer is already on the desk.
FBAR (FinCEN Form 114)
If the combined balance of your US financial accounts exceeds $10,000 at any point during the year, you must file the FBAR.
- Deadline: April 15 (automatic extension to October 15)
BOI Report (FinCEN)
The Beneficial Ownership Information Report must be kept current. Any changes must be reported within 30 days.
- Penalty for non-compliance: $591/day civil, up to $10,000 + 2 years criminal
Complete annual maintenance calendar
Total annual maintenance cost comparison
At Exentax, the annual maintenance plan covers everything above. Zero surprises, zero extras, zero "oh, that wasn't included." One closed annual quote and we handle every filing, every form, and every deadline.
What happens if you skip maintenance?
Let's be direct: if you ignore your LLC maintenance, the consequences are real:
- Loss of Good Standing: your LLC shows as "Not in Good Standing" in state records
- Mercury may freeze your account: financial institutions periodically verify LLC status
- IRS penalties of $25,000/year for not filing Form 5472
- FinCEN penalties of $591/day for BOI Report non-compliance. Now is the moment to ask for help. At Exentax we open the case, file what is missing and reply to the relevant authority for you.
- Administrative dissolution: the state can dissolve your LLC if non-compliance continues
- Loss of asset protection: if your LLC isn't active, your personal assets are exposed
It's not worth the risk. Annual maintenance is a small investment compared to what it protects and saves you.
Monthly maintenance routine (15 minutes)
You don't need to wait until year-end to keep things in order. A simple monthly routine prevents problems:
- Download Mercury statement: archive in Google Drive (2 min)
- Review Wallester card charges: verify all business-related (3 min)
- Update expense log: categorize any new business expenses (3 min)
- Record Owner's Draws: document any distributions made (2 min)
- Check LLC status: verify Good Standing online (1 min)
- File new invoices: organize sent and received invoices (3 min)
- Review Wise conversions: record FX transactions (1 min)
Total: 15 minutes per month. This routine ensures that when tax season arrives, your records are complete and organized. At Exentax, we review these records as part of annual filing preparation.
What happens during annual filing
Here's what Exentax does during the annual filing cycle:
- January-February: We request your transaction summary for the prior year
- March: We prepare Form 7004 (automatic extension) and file it before the original deadline
- April-May: We compile all reportable transactions for Form 5472
- June-August: We prepare Form 5472 + Form 1120 pro-forma
- September-October: We file the returns with the IRS and confirm receipt
- October: We file FBAR if applicable
- Year-round: We update BOI Report if any changes occur and renew Registered Agent
You receive confirmation at each step. No surprises, no missed deadlines.
Frequently asked questions
What happens if I don't use my LLC for a year?
You still need to maintain it. Form 5472 + 1120 must be filed even with zero income. Registered Agent must remain active. BOI Report must stay current. If you don't plan to use the LLC, consider dissolving it properly rather than letting it lapse.
Can I change my LLC's state after formation?
Yes, through a process called "domestication" or by forming a new LLC in the target state and dissolving the old one. This is uncommon but possible if circumstances change.
How do I know if my LLC is in Good Standing?
Most states have an online lookup tool. Search for your LLC by name on the Secretary of State website. At Exentax, we monitor this for all our clients.
At Exentax we review your case with real data: book a free consultation for 30 minutes. Many filings have grace periods or penalty abatement options for first-time non-compliance. The sooner you act, the better the outcome.
Closing out, here's a related piece that sits naturally next to this article: Anti-money laundering compliance for your LLC: what you need to know helps round off the context.
Legal and regulatory references
This article relies on rules currently in force. Main sources for verification:
- United States. Treas. Reg. §301.7701-3 (entity classification / check-the-box); IRC §882 (tax on foreign income effectively connected with a US trade or business); IRC §871 (FDAP and withholding on non-residents); IRC §6038A and Treas. Reg. §1.6038A-2 (Form 5472 for 25% foreign-owned and foreign-owned disregarded entities); IRC §7701(b) (tax residency, substantial presence test); 31 U.S.C. §5336 (Corporate Transparency Act, BOI Report to FinCEN).
- Spain. Law 35/2006 (LIRPF), arts. 8, 9 (residency), 87 (income attribution), 91 (CFC for individuals); Law 27/2014 (LIS), art. 100 (CFC for companies); Law 58/2003 (LGT), arts. 15 (anti-abuse) and 16 (simulation); Law 5/2022 (Form 720 penalty regime after CJEU C-788/19 of 27/01/2022); RD 1065/2007 (Forms 232 and 720); Order HFP/887/2023 (Form 721 crypto). Breathe: at Exentax this is routine, we bring you up to date and the next review closes in one round, no drama.
- Spain–US treaty. BOE of 22/12/1990 (original DTT); Protocol in force since 27/11/2019 (passive income, limitation on benefits).
- EU / OECD. Directive (EU) 2011/16, amended by DAC6 (cross-border arrangements), DAC7 (Directive (EU) 2021/514, digital platforms) and DAC8 (crypto-assets); Directive (EU) 2016/1164 (ATAD: CFC, exit tax, hybrid mismatches); OECD Common Reporting Standard (CRS).
- International framework. OECD Model Convention, art. 5 (permanent establishment) and Commentaries; BEPS Action 5 (economic substance); FATF Recommendation 24 (beneficial ownership).
Applying any of these rules to your specific case depends on your tax residency, the LLC's activity and the documentation you keep. This content is informational and does not replace personalized professional advice.
Banking and tax facts worth clarifying
Fintech and CRS information evolves; here is the current state:
How to read annual LLC maintenance as a stable yearly mapping rather than as a recurring chore
Annual LLC maintenance reads more usefully when it's treated as a stable yearly mapping between the state where the LLC is registered, the registered agent and the annual obligations corresponding to that state, than as a recurring chore. The mapping doesn't change year to year.
Why the note is organized by state and not by individual filing
The note is organized by state — and not by individual filing — because the applicable obligations depend on the state of registration, and this view keeps the right granularity for an annual review.
Before going further, put numbers on your case: the Exentax calculator compares, in under 2 minutes, your current tax bill with what you would carry running a US LLC properly declared in your country of residence.
Notes by provider
- Mercury operates with several federally chartered partner banks and FDIC coverage via sweep network: mainly Choice Financial Group and Evolve Bank & Trust, with Column N.A. still in some legacy accounts. Mercury is not itself a bank; it is a fintech platform backed by those partner banks. If Mercury closes an account, the balance is typically returned by paper check mailed to the account holder's registered address, which can be a serious operational problem for non-residents; keep a secondary account (Relay, Wise Business, etc.) as contingency.
- Wise ships two clearly different products: Wise Personal and Wise Business. For an LLC you must open Wise Business, not the personal account. Important CRS nuance: a Wise Business held by a US LLC sits outside CRS because the account holder is a US entity and the US is not a CRS participant; the USD side operates via Wise US Inc. (FATCA perimeter, not CRS). In contrast, a Wise Personal opened by an individual tax-resident in Spain or another CRS jurisdiction does trigger CRS reporting via Wise Europe SA (Belgium) on that individual. Opening Wise for your LLC does not bring you into CRS through the LLC; a separate Wise Personal in your own name as a CRS-resident individual does report.
- Wallester (Estonia) is a European financial entity with an EMI/issuing-bank licence. Its European IBAN accounts are within the Common Reporting Standard (CRS) and therefore trigger automatic reporting to the tax administration of the holder's country of residence.
- Payoneer operates through European entities (Payoneer Europe Ltd, Ireland) that are also in scope for CRS for clients resident in participating jurisdictions.
- Revolut Business: when paired with a US LLC, it operates under Revolut Technologies Inc. with Lead Bank as its US banking partner. The account delivered is a US account (routing + account number); no European IBAN is issued to a US LLC. The European IBANs (Lithuanian, Belgian) belong to Revolut Bank UAB and are issued to European clients of the group. If you are offered a European IBAN tied to your LLC, confirm exactly which legal entity holds that account and which regime it reports under.
- Zero tax: no LLC structure delivers "zero tax" if you live in a country with CFC/tax transparency or income attribution rules. What you achieve is no double taxation and correct reporting at residence, not elimination.
Legal & procedural facts
FinCEN and IRS reporting requirements moved recently; the current state is:
- BOI / Corporate Transparency Act: your LLC is NOT required to file (a competitive advantage). After FinCEN's March 2025 interim final rule, the BOI Report obligation was narrowed to "foreign reporting companies" (entities formed OUTSIDE the US and registered to do business in a state). A US-formed LLC owned by a non-resident does NOT file the BOI Report: one fewer filing on your calendar, less paperwork, and a cleaner structure than ever. If your LLC was formed before March 2025 and you already filed BOI, keep the acknowledgement. The regulatory status can change again: we monitor FinCEN.gov on every filing and, if the obligation comes back, we handle it at no extra cost. Current status verifiable at fincen.gov/boi.
- Form 5472 + pro-forma 1120. For a Single-Member LLC owned by a non-resident, the final regulations of Treas. Reg. §1.6038A-1 (in force since 2017) treat the LLC as a corporation for 5472 purposes. Procedure: pro-forma Form 1120 (header only: name, address, EIN, tax year) with Form 5472 attached. It is filed by certified mail or fax to the IRS Service Center in Ogden, Utah, not e-filed via standard MeF. Due date: April 15; extension via Form 7004 to October 15. Penalty: $25,000 per form per year, plus $25,000 per additional 30 days of non-filing after IRS notice.
- Substantive Form 1120. Only applies if the LLC has filed a check-the-box election to C-Corp (Form 8832): it then pays 21 % federal corporate tax and files a substantive 1120. A standard disregarded LLC does not file a substantive 1120 and does not pay federal corporate tax.
- EIN and notice. Without an EIN you cannot file 5472 or BOI. The IRS does not warn before imposing penalties; you find out when an EIN is flagged or a later filing is rejected.
Exentax today update: today annual calendar with no gaps
A clean annual maintenance for an LLC today fits in six milestones.
- January-March. Prior-year closing, Mercury/Wise reconciliation, 5472 supporting docs gathered. If you issued 1042-S to foreign contractors, deadline March 15, today.
- April. Deadline April 15, today for FY2025 Form 5472 + pro forma 1120. If you cannot make it, Form 7004 before that same date moves the deadline to October 15, today.
- Rest of year. Renew the state Annual Report (Wyoming the day before anniversary, Delaware June 1, NM does not apply), renew the Registered Agent (~USD 125/yr) and, if your LLC is a foreign reporting company, monitor BOI on any change (USD 591/day penalty). Now is the moment to ask for help. At Exentax we open the case, file what is missing and reply to the relevant authority for you.
Frequently asked questions
What if I skip the Annual Report? The state moves the entity to Delinquent and, after 60-90 days, to Forfeited. Reinstatement is possible with fees and paperwork. Not worth the lapse.
Do I need formal bookkeeping? Yes, even a simplified cash ledger, to file the 5472. Mercury + spreadsheet is enough up to ~USD 150k/yr; above that use Quickbooks or Wave.
What if I change country of residence? Notify the Registered Agent (address change), update Mercury (KYC) and, if your new residence is CRS-covered, declare the account accordingly.
How we close the annual maintenance at Exentax
LLC annual maintenance is six blocks that intersect: state, federal, BOI, banking, residency and document archive. If one slips, the others shift. The Exentax method links them on a single calendar.
- State annual report (Wyoming in February, NM none, Delaware in June) filed on the first day of the month to avoid hanging on the last.
- 5472 plus pro-forma 1120 prepared before April 15, with consolidated bank statements and prior reconciliation.
- BOI update: any change detected in banking or residency opens the mandatory 30-day refile window.
If you want us to run your annual maintenance or audit the last closed year, run the Exentax calculator or book thirty minutes.
Want to discuss it now? Message us on WhatsApp and we'll get back to you today.
If you want to see the full process in detail, check our services page with everything we cover.
Or call us directly at +34 614 916 910 if you'd rather talk.
For state-specific details, see our Wyoming LLC service page with closed costs and timelines.
Why annual LLC maintenance is best calendarised
Annual maintenance for an LLC works best when it sits on a fixed calendar rather than on memory. Three dates carry most of the load: the state-level renewal, the federal information cycle and the bookkeeping close. Once those three dates are written down at the start of the year and tied to a single working folder, the rhythm becomes routine and unpleasant surprises become rare.
On the same topic
- Your first month with a US LLC: what to expect week by week
- Critical mistakes if you already have a US LLC and no one told you
- LLC in the United States: complete guide for non-residents in 2026
We review BOI, EIN, registered agent and federal obligations so a fine never catches you by surprise. Request a compliance review.