After forming a U.S. corporation or LLC, surprisingly few owners have a clear picture of what needs to be filed, where, and by when each year. Federal (IRS) and state deadlines differ, and missing even one can mean penalties or losing your good standing. This article lays out the recurring annual compliance deadlines that apply to most Japanese-owned U.S. corporations and LLCs, in calendar form.
Federal (IRS) Annual Schedule
The following assumes a calendar-year taxpayer (as of 2026; when a deadline falls on a weekend or holiday, it moves to the next business day).
| Deadline | Filing | Who |
|---|---|---|
| January 31 | Forms W-2/W-3, Form 1099-NEC, Form 940 (FUTA), Form 941 (Q4) | Companies that paid employees or contractors |
| March 15 | Form 1065 (partnerships), Form 1120-S (S-Corps), Forms 1042/1042-S (payments to foreign persons) | Pass-through entities; companies paying a Japanese parent, etc. |
| April 15 | Form 1120 (C-Corp) with Form 5472; Q1 estimated tax | C-Corps, 25%+ foreign-owned corporations, foreign-owned single-member LLCs |
| April 30 / July 31 / October 31 | Form 941 (quarterly payroll tax return) | Companies with employees |
| June 15 / September 15 / December 15 | Q2-Q4 corporate estimated tax | C-Corps expecting $500 or more in tax for the year |
| October 15 | Extended Form 1120 deadline (if Form 7004 was filed) | Corporations that requested an extension by April 15 |
An extension (Form 7004) only extends the time to file, not the time to pay. Estimated tax due must still be paid by April 15.
State of Formation: Delaware
For the Delaware entities common among Japanese founders, the annual obligations are as follows (2026 figures published by the Delaware Division of Corporations):
- Corporations: by March 1, file the Annual Report ($50 filing fee) and pay Franchise Tax. The minimum tax is $175 under the Authorized Shares method or $400 under the Assumed Par Value Capital method. Late filings incur a $200 penalty plus 1.5% interest per month.
- LLCs: by June 1, pay the $300 annual tax (no annual report required). Non-payment triggers a $200 penalty plus 1.5% monthly interest.
- Both require maintaining a Registered Agent; Delaware sends the annual notices to Registered Agents each December.
States Where You Operate: California and New York Examples
Separate from your state of formation, any state where you’re registered to do business (foreign qualification) has its own annual requirements. California charges an $800 minimum franchise tax to corporations and LLCs alike (due on the 15th day of the 4th month of the tax year) and requires a Statement of Information (annually for corporations, every two years for LLCs). New York requires a Biennial Statement every two years. Because each state differs, confirm the deadlines for every state where you’re qualified.
What’s No Longer Required as of 2026
BOI reporting under the Corporate Transparency Act, which began in 2024, was eliminated for U.S.-formed corporations and LLCs by a 2025 rule change. See our separate article on the BOI reporting rollback for details.
Frequently Asked Questions
Q: Do these filings still apply if the company is dormant with zero revenue?
A: Yes. Form 1120, Form 5472, and state annual reports and franchise taxes apply every year the entity remains registered, regardless of activity. A company that has stopped operating keeps accruing these obligations until it is formally dissolved.
Q: Any practical tips for not missing deadlines?
A: Keep your contact details current with your Registered Agent so their notices reach you, add the deadlines above to your calendar with reminders one month ahead, and consider having your accounting firm manage annual compliance for you.
This article is provided for general informational purposes only and is not a substitute for individualized tax or legal advice. Deadlines and amounts change, so please confirm the latest official information and consult a professional before acting.
Summary
Annual compliance for a U.S. corporation or LLC runs on two tracks: federal (W-2s and 1099s at the end of January, returns in March and April) and state (Delaware’s March 1 and June 1 deadlines, plus minimum taxes and reports in the states where you operate). These obligations arrive every year whether or not you have revenue, so building an annual calendar at formation, and making sure your Registered Agent’s notices reach you, is the surest way to avoid penalties and loss of good standing.
Related Articles
- Winding Down a US Business Before Returning to Japan: A Dissolution and Final Tax Filing Checklist
- Taxes Even with Losses? Understanding California’s Franchise Tax and Minimum Tax
- [Updated Aug 2026] BOI Reporting Eliminated: What Japanese-Owned U.S. Companies Need to Know Now
- Foreign-Owned Single-Member LLCs and Form 5472: Filing Requirements and Penalties Explained