2026 Compliance Guide: Annual Reports, Foreign-Owned LLCs, and New York's Transparency Act

As we begin 2026, it is essential for business owners to be aware of key compliance obligations that may affect their entities. This guide covers three critical areas: entity annual reports and franchise taxes, requirements for foreign-owned single member LLCs, and New York's new LLC Transparency Act.

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Entity Annual Reports & Franchise Taxes

All companies organized or qualified to do business in Delaware and/or Florida must file an annual report with the applicable Secretary of State and pay a fee that varies depending on the type of entity.

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Key Deadlines for 2026:

Entity Type

Deadline

Delaware Corporations

March 1, 2026

Florida Corporations and LLCs

May 1, 2026

Delaware LLCs

June 1, 2026

Late fees will apply for missed deadlines.

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Important Considerations:

These fees maintain "active status" with the applicable Department of State and are independent from any other federal or state taxes your entity may need to pay. U.S. legal entities typically must file annual tax returns. We encourage you to consult with your CPA to ensure compliance with all United States tax obligations.

Additionally, all companies are required to have a registered agent in their state of organization (and in each state where they are qualified to transact business) authorized to receive legal notices on behalf of the company. Service companies acting as registered agents typically charge an annual fee of approximately $150.

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Annual Shareholder Meetings

A U.S. corporation is generally required to hold an annual meeting of shareholders each year under the laws of its state of incorporation, applicable stock exchange listing standards (if a public company), and its own charter and bylaws. This meeting is necessary to elect the Board of Directors and conduct other regular business.

PAG Law can prepare a standard Unanimous Written Consent in Lieu of Annual Meeting of Stockholders for $200 (unless prohibited by applicable law). For non-unanimous consents or formal annual meetings, contact ines@pag.law for a quote.

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Requirements for Foreign-Owned Single Member LLCs

U.S. tax regulations treat single member LLCs as domestic corporations (rather than disregarded entities) for purposes of certain reporting requirements under the tax code.

Under these rules, many domestic disregarded entities with foreign owners that previously had no filing obligations are now required to:

1. Obtain an Employer Identification Number (EIN)

2. File Form 5472, Information Return of a 25% Foreign-Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business

Penalty Warning: The penalty for failure to file when due and in the manner prescribed by the IRS, or for failure to maintain required records, is $25,000.

Please contact your U.S. tax adviser to discuss these requirements and ensure compliance.

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New York LLC Transparency Act

What Foreign Companies and Investors Should Know

New York has adopted amendments to its Limited Liability Company Transparency Act (NY LLCTA) introducing new beneficial ownership reporting requirements for many LLCs formed or registered to do business in the state. These rules are in effect as of January 1, 2026.

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Who Is Affected

The law applies to most New York LLCs, including foreign LLCs registered to do business in New York, unless a specific exemption applies. Many structures commonly used by non-U.S. founders and holding companies may be covered.

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What Must Be Reported

Covered LLCs must disclose information about their beneficial owners (individuals who ultimately own or control the company) and, in some cases, company applicants. Required information generally includes full legal name, date of birth, address, and an identification number.

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Why This Matters for International Groups

Unlike some recent changes at the federal level that narrowed U.S. reporting obligations, New York's amendments are designed to preserve broader transparency requirements at the state level. As a result, foreign-owned entities may still face reporting obligations even if they are no longer required to report under federal rules.

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Exemptions Require Action

LLCs that qualify for an exemption will not be automatically excluded. They must file an attestation of exemption with the New York Department of State confirming their exempt status.

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Filing Deadlines

LLC Status

Filing Deadline

LLCs existing before January 1, 2026

December 31, 2026

LLCs formed/registered on or after January 1, 2026

Within 30 days of formation

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Consequences of Non-Compliance

Failure to comply may result in financial penalties, loss of good standing in New York, and potential downstream issues for financing, transactions, or exits.

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What You Should Do Now

International companies and investors with New York LLCs should begin reviewing their ownership structures, identifying beneficial owners, and assessing whether any exemptions apply. Early preparation can help avoid last-minute compliance issues and ensure continued good standing in New York.

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How PAG Law Can Help

PAG Law can coordinate your annual filings and renewals. Our fee is $250 plus applicable filing/renewal fees. We will request the exact amount in advance.

Please note that while PAG Law will try to remind you each year of your obligations with the Secretary of State, you are ultimately responsible for making the above-mentioned filings and payments.

Contact us: ines@pag.law or your PAG attorney

PAG Law | www.pag.law

This guide is for informational purposes only and does not constitute legal advice.

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