What must a new US company file in its first year?
Four things recur: the federal employer identification number, the state annual report and franchise fee, any local business licence, and the beneficial ownership determination. Each has its own authority and its own due date.
The answer differs between the federal level and the states, see the rows below.
The answer by level
Federal level
An employer identification number is required for an entity that has employees, files employment or excise tax returns, or is taxed as a corporation or partnership.
Employer Identification Number, 26 CFR § 301.6109-1State level
State and local licensing, annual reports and franchise fees are set by each jurisdiction; the entity's home state register states the annual filing and its due date.
8 Del. C. § 371, foreign corporations doing business in DelawareThreshold
A newly created entity also tests whether the beneficial ownership reporting rule applies, and files within the deadline in force if no exemption is available.
31 U.S.C. § 5336, 31 CFR 1010.380
Source lines
- The employer identification number is required where the entity has employees, files employment or excise returns, or is taxed as a corporation or partnership.
- State company registers set the annual report, the fee and the date on which the entity falls out of good standing.
- The beneficial ownership rule applies to entities created by a filing with a state office unless an exemption applies.
What it means for the company
Missing the annual report is the most common failure and the cheapest to avoid. Loss of good standing can block financing, contracts and court access.
| Level | Requirement | Source |
|---|---|---|
| Federal level | An employer identification number is required for an entity that has employees, files employment or excise tax returns, or is taxed as a corporation or partnership. | Employer Identification Number, 26 CFR § 301.6109-1 |
| State level | State and local licensing, annual reports and franchise fees are set by each jurisdiction; the entity's home state register states the annual filing and its due date. | 8 Del. C. § 371, foreign corporations doing business in Delaware |
| Threshold | A newly created entity also tests whether the beneficial ownership reporting rule applies, and files within the deadline in force if no exemption is available. | 31 U.S.C. § 5336, 31 CFR 1010.380 |
What it means for the individual
Personal guarantees signed while the entity is out of good standing are harder to defend, because the shield the lender relied on may not stand.
Source lines
- Corporate Transparency Act and the beneficial ownership reporting rule31 U.S.C. § 5336, 31 CFR 1010.380 · read 2026-08-25 · proof 08a3fbd5b6c9982f
- Internal Revenue ServiceEmployer Identification Number, 26 CFR § 301.6109-1 · read 2026-08-25 · proof 08a3fbd5b6c9982fOfficial source
- Delaware Code Online8 Del. C. § 371, foreign corporations doing business in Delaware · read 2026-08-25 · proof 08a3fbd5b6c9982fOfficial source
Next step
Build a first year calendar with four entries: identification number, annual report, licence renewal and ownership determination, each with its source link.
This page reports what the sources say, with the identifier and address of the publisher. It is not legal advice and does not decide an individual matter.
Next step
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