If your company has gone quiet or you've already decided to wind down, it might feel like the administrative side of business should stop too. Unfortunately, states don't see it that way. Annual reports, franchise taxes, and business registrations keep coming due until your entity is formally dissolved.
Many founders learn this the hard way. They assume that because revenue stopped flowing, obligations stopped too. Then a penalty notice arrives, or they discover they owe another full year of franchise tax for a company that hasn't operated in months. These surprises drain limited remaining funds and add stress to an already difficult situation.
This post walks through key upcoming state filing deadlines and explains why they matter, especially if you're considering winding down or sitting on a business that's no longer moving forward.
Why These Deadlines Matter Even If You Are Inactive
States treat businesses as active until they receive formal notice otherwise. That means filing requirements and tax obligations continue regardless of whether revenue has stopped, employees have moved on, or the product is no longer live.
Consider a founder who ran a B2B SaaS company for three years before deciding to move on. She stopped operations in September but never filed dissolution paperwork. The following March, Delaware sent a franchise tax bill with penalties for late payment. Then Georgia followed up about a missing annual registration. Within six months, what should have been a clean ending turned into a tangled mess of fees, interest, and paperwork across multiple states.
This scenario plays out regularly because many founders don't realize that "stopping" a business and "closing" a business are legally different things. Until you formally dissolve or withdraw from each state where you're registered, you remain on the hook for ongoing compliance.
The consequences of missed deadlines can include late filing penalties, interest charges that accrue monthly, administrative dissolution that still leaves tax obligations open, additional reporting requirements to restore good standing, and significantly more work and expense to clean things up later.
For founders who know they aren't continuing, handling these deadlines proactively can save meaningful time, money, and stress.
Key State Filing Deadlines at a Glance
State / Entity Type | Deadline | Filing Fee | Late Fee / Penalty | Why It Matters |
Delaware Corp | March 1 | $50 annual report + franchise tax | $200 late fee + 1.5% interest per month | Missing this triggers immediate penalties and interest |
Georgia Corp / LLC | April 1 | $50 annual registration | Late fees and risk of administrative dissolution | Another year of filings for inactive entities |
Maryland Corp | April 15 | $300 annual report | Late fees and potential loss of good standing | Required even if no property is owned |
Texas LLC | May 15 | Varies by revenue (No Tax Due still requires filing) | Penalties, interest, and loss of good standing | Filing is required even if no tax is owed |
California Corp / LLC | Ongoing | $800 minimum franchise tax | Continued annual tax and enforcement notices | CA continues to pursue inactive entities |
Delaware LLC | June 1 | $300 annual tax | Late fees and interest | Applies until entity is formally closed |
Delaware Corporations: March 1 Franchise Tax and Annual Report
Delaware is the most popular state of incorporation for startups. According to the Delaware Division of Corporations 2024 Annual Report, more than 2.1 million active business entities are registered there, and 81.4% of U.S.-based IPOs in 2024 chose Delaware as their corporate home. If you incorporate a Delaware C-Corp, you're required to file an annual report and pay franchise taxes by March 1 each year.
The franchise tax calculation can catch founders off guard. Delaware offers two methods: the Authorized Shares Method and the Assumed Par Value Capital Method. According to the Delaware Division of Corporations, the minimum tax is $175 using the Authorized Shares Method and $400 using the Assumed Par Value Capital Method. Many startups with large numbers of authorized shares see shockingly high bills under the default method, sometimes tens of thousands of dollars, even though the Assumed Par Value method often results in a much lower figure. If you're still active, make sure you're calculating using the appropriate method.
Missing the March 1 deadline triggers immediate consequences. The Delaware Division of Corporations imposes a $200 penalty plus 1.5% interest per month on the unpaid tax balance. The company falls out of good standing, which can create problems if you're trying to close vendor relationships, transfer assets, or complete any final transactions that require certificates of good standing.
If you know you will not be continuing operations, dissolving your Delaware corporation before January 1 can help you avoid another full year of franchise tax and reporting obligations. If you plan to keep the company active, paying your franchise taxes and filing your annual report before March 1 can help you avoid unnecessary penalties and interest.
Georgia Corporations and LLCs: April 1 Annual Registration
Georgia requires corporations and LLCs to file an annual registration by April 1. According to the Georgia Secretary of State, entity annual registrations are due by April 1st of each year and may be filed as early as January 1st. The state takes this requirement seriously, and failing to file can lead to a $25 late fee and eventually administrative dissolution.
Administrative dissolution might sound like a solution. The state closes your business for you, but it's not the clean ending it appears to be. You remain responsible for any taxes and fees that accrued before dissolution, and cleaning up an administratively dissolved entity often requires more paperwork than closing proactively does.
For startups with remote teams, Georgia registration sometimes surprises founders. If you had employees working from Georgia or established nexus there through other activities, you may have registered your Delaware entity in Georgia without fully realizing the ongoing obligations this created.
Maryland Corporations: April 15 Annual Report and Property Return
Maryland businesses face an April 15 deadline for filing an annual report and, if applicable, a personal property return. According to the Maryland Department of Assessments and Taxation, all domestic and foreign business entities should file their reports online or by mail on or before April 15. This deadline coincides with federal tax day, which means it's easy to overlook when attention is focused on IRS obligations.
The personal property return requirement catches some founders off guard. Maryland's Form 1 is a combined document that serves as both an annual report and a business personal property tax return. Even if your business owns no physical property, you may still need to file a return indicating this. The annual report requirement also applies regardless of whether the business had any revenue during the year.
For a SaaS company that's been dormant but technically still registered in Maryland, this means another round of filings and potential fees just to maintain a legal status you no longer need. The Maryland SDAT notes that businesses that fail to file may lose their good standing status and risk losing the limited liability protection that comes with being a registered entity. Dissolving before January 1 avoids triggering another year of Maryland obligations and filing the Annual Report before April 15 may avoid potential fees and interest.
Texas LLCs: May 15 Franchise Tax Reports
Texas requires LLCs and other taxable entities to file franchise tax reports by May 15. According to the Texas Comptroller, the annual franchise tax report is due May 15, and if that date falls on a weekend or holiday, the due date moves to the next business day. What surprises many founders is that this filing requirement exists even if the business owes no actual tax. The report itself is mandatory regardless of the tax calculation.
Texas franchise tax applies to businesses with revenue above certain thresholds, but the reporting obligation applies more broadly. The Texas Comptroller notes that there is a $50 penalty for a franchise tax report filed after the due date, even if no tax is due with that report. Additional penalties of 5% apply if tax is paid 1-30 days late, increasing to 10% if paid more than 30 days after the due date.
For founders winding down a Texas LLC or an out-of-state company registered to do business in Texas, completing dissolution or withdrawal before January 1 eliminates the need for another round of franchise tax reporting. Submitting franchise tax reports before May 15 may avoid fees and interest.
California Corporations and LLCs: Ongoing Filing and Tax Obligations
California presents some of the most persistent compliance requirements for inactive businesses. The state requires annual filings and minimum franchise tax payments for corporations and LLCs until the entity is formally closed. According to the California Franchise Tax Board, every LLC that is doing business or organized in California must pay an annual tax of $800, and this yearly tax will be due even if you are not conducting business until you cancel your LLC.
Many founders are surprised to learn that California continues to pursue filings and fees even years after operations stopped. The California FTB confirms that every corporation that is incorporated, registered, or doing business in California must pay the $800 minimum franchise tax. And informal shutdowns (just walking away without filing dissolution paperwork) often lead to escalating notices, fees, and eventually franchise tax board collections activity.
A clean, formal shutdown is the best way to stop California from continuing to assess fees and send notices for a business you've already moved on from.
Delaware LLCs: June 1 Annual Tax
Delaware LLCs have a different deadline than corporations. According to the Delaware Division of Corporations, LLCs, LPs, and GPs are not required to file Annual Franchise Tax reports, but they must pay a $300 yearly tax on or before June 1st.
While this fee is relatively modest, it still represents an ongoing obligation for entities that remain active on state records. The Delaware Division of Corporations notes that failure to pay results in a $200 penalty plus 1.5% interest per month on the tax and penalty. Additionally, an LLC that doesn't pay by June 1 will no longer be in good standing in Delaware.
For founders who formed a Delaware LLC for a project that never launched, or for a business that operated briefly before winding down, this annual fee can feel like paying rent on an empty apartment. If you're no longer operating and don't plan to resume, handling dissolution before January 1 eliminates one more recurring obligation, and paying required taxes before June 1 may limit fees or interest from accruing.
What to Do If You Are Unsure About Continuing
The hardest part of dealing with these deadlines is often the decision itself. When you're unsure whether the business will continue, it's tempting to delay and see what happens. Unfortunately, states don't pause their calendars while founders figure out next steps.
This uncertainty creates a real cost. Every deadline that passes while you're undecided is another filing you have to make, another fee you have to pay, or another penalty you risk incurring. And the longer a business sits in limbo, the more tangled its compliance situation tends to become.
Many founders in this position find it helpful to get clear on a few questions. Is there a realistic path to resuming meaningful operations? What would need to happen for that path to open up, and how likely is that? What is the ongoing cost—in money, time, and mental energy—of keeping the entity active while you decide?
If the honest answers point toward closure being more likely than continuation, acting sooner usually saves money and hassle compared to waiting. You can always form a new entity later if circumstances change, but you cannot recover the fees and penalties you paid to maintain an entity you weren't using.
How SimpleClosure Can Help
Tracking multi-state deadlines while managing a shutdown feels overwhelming, because it is. Each state has its own forms, fees, deadlines, and processes. Coordinating across Delaware, California, Texas, and other states where you might be registered requires keeping track of details that are easy to miss when you're already dealing with the emotional weight of closing a company.
SimpleClosure helps founders work through exactly this kind of complexity. We help you identify all relevant state filing and tax deadlines across every jurisdiction where your business is registered. We help you understand what's required to stay in good standing during the wind-down process, or how to time dissolution to avoid unnecessary fees. We coordinate filings across multiple states in the correct sequence, so you're not accidentally creating new problems while solving old ones.
Our goal is to help founders close responsibly without spending another year paying for obligations that no longer serve any purpose. When you're ready to move on, you deserve a clear path to actually doing that.
Moving Forward
These deadlines are easy to overlook, but they carry real consequences when ignored. If your business is inactive or winding down, now is the time to look at what's coming due in the next few months to avoid falling out of good standing, incurring additional fees or being charged interest on late payments.
The worst outcome is paying for another year of fees, then paying again to fix the complications that arise from letting things drag on. Being proactive about closure—even when it's emotionally difficult—protects your remaining resources and lets you move forward with a clean slate.
If you're unsure what applies to your situation, SimpleClosure can help you assess your options and take the right next steps with clarity and confidence.