US LLC Annual Compliance for Non-Residents (2026 Checklist)

Forming your LLC is a one-time event. Keeping it alive and penalty-free is an annual habit. The upkeep is light — but skipping it can put your company out of "good standing" or trigger steep federal penalties. Here's the full checklist for a non-resident owner.

General information, not tax or legal advice. Rules change — confirm your specific obligations with a qualified professional and the official sources linked below.

1. State annual report / franchise tax

Every state makes you file an annual report (and pay a fee) to stay active:

• Wyoming: an annual report with a license tax of a minimum $60, due on the first day of your formation anniversary month (WY Secretary of State).
• Delaware: a flat $300 annual LLC tax, due June 1 every year, regardless of income (DE Division of Corporations).

Miss it and late fees and loss of good standing follow.

2. Registered agent renewal

Your registered agent must be maintained every year — it's a condition of keeping the LLC active. With UpToNova the first year is included; after that it renews annually.

3. Federal filings (this is where the real penalties live)

• Single-member LLC (foreign-owned): Form 5472 + a pro-forma Form 1120 each year — even with no US tax due. The penalty for missing it is $25,000. Full detail in our Form 5472 guide.
• Multi-member LLC: Form 1065 (partnership return) with a Schedule K-1 for each owner; withholding may apply on income effectively connected to the US.
• Personal returns: if you have US-source income or ECI, you may need to file Form 1040-NR. See do US LLCs pay tax?

4. BOI reporting (FinCEN) — current status

The Corporate Transparency Act originally required most LLCs to report their beneficial owners to FinCEN. That changed: under FinCEN's interim final rule of March 2025, entities formed in the United States — including foreign-owned US LLCs — are exempt from BOI reporting. Only entities formed outside the US and registered to do business in a US state remain reporting companies. So a Wyoming or Delaware LLC generally has no BOI filing today.

BOI rules have changed several times — verify the current requirement at fincen.gov/boi before relying on this.

5. Keep clean records

Keep your operating agreement, EIN letter, formation documents, and a simple record of money in and out of the LLC (contributions and distributions matter for Form 5472). Good records make every filing above trivial.

The short version

Annually: file your state report, keep your registered agent, and handle your federal 5472/1065 filing. That's it for most non-resident owners. UpToNova keeps your registered agent and compliance calendar in one place — start your LLC or see how founders rate us.