Multi-State Compliance: A CFO's Checklist
A practical checklist for CFOs managing corporate filings across multiple US states. What to track, when to worry, and how to stay ahead.
The multi-state problem
If your organisation operates entities in more than one US state, and most businesses of any scale do, you already know the compliance burden is not linear. It is multiplicative. Each state has its own filing deadlines, its own fee structure, its own penalties for lateness, and its own quirks.
Delaware wants its franchise tax by 1 March. Florida wants an annual report by 1 May. Texas needs a franchise tax report by 15 May. California charges an $800 minimum tax regardless of revenue. And so on, across every jurisdiction where you are registered.
For a CFO managing five to fifty entities, the challenge is not understanding any single state's rules. It is keeping track of all of them simultaneously, without letting anything slip through.
The checklist
This is not exhaustive, every business is different, but it covers the filings that trip up most multi-state operations.
| State | Annual Report | Franchise Tax | BOI Report | Registered Agent |
|---|---|---|---|---|
| Delaware | 1 March | 1 March (corps) / 1 June (LLCs) | Federal (FinCEN) | Required |
| California | Varies by entity type | 15th of 4th month after FY end | Federal (FinCEN) | Required |
| Florida | 1 May | N/A | Federal (FinCEN) | Required |
| Texas | 15 May | 15 May | Federal (FinCEN) | Required |
| New York | Biennial | N/A | Federal (FinCEN) | Required |
| Wyoming | Anniversary of formation | N/A | Federal (FinCEN) | Required |
| Nevada | Anniversary + 1 month | N/A | Federal (FinCEN) | Required |
1. Annual reports and statements of information
Nearly every state requires some form of annual (or biennial) report. The filing updates the state on your entity's officers, directors, registered agent, and principal address.
What to track for each entity:
- Filing deadline (fixed date vs. anniversary-based)
- Filing fee
- Whether it is annual or biennial
- Whether it can be filed online
- Late penalty amount and grace period (if any)
Common pitfall: Anniversary-based deadlines are harder to track than fixed-date deadlines. If you have ten entities formed in different months across eight states, that is potentially ten different deadlines scattered throughout the year.
2. Franchise taxes
Several states impose franchise taxes that are separate from (or combined with) the annual report. The major ones:
- Delaware: Due 1 March. Calculated by authorised shares or assumed par value capital.
- California: $800 minimum franchise tax. Due on the 15th day of the 4th month after fiscal year end.
- Texas: Due 15 May. Based on taxable margin (0.375% retail/wholesale, 0.75% other).
- Illinois: Being phased out, but check your specific situation.
- North Carolina: $200 minimum, based on capital stock.
Common pitfall: Assuming "no income tax" means "no state tax." Wyoming and Nevada have no income tax, but they still have annual report fees. Texas has no income tax but has a margin-based franchise tax that catches many by surprise.
3. Registered agent maintenance
Every state where you have a registered entity requires a registered agent with a physical address in that state. If your agent resigns or their address changes, you need to update the state promptly.
What to track:
- Agent name and address for each entity in each state
- Agent renewal dates (if using a commercial agent service)
- Whether any agents have sent resignation notices
4. Foreign qualifications
If your entity is incorporated in one state but does business in another, you likely need a foreign qualification (also called a certificate of authority) in the state where you operate. This comes with its own annual filing requirements.
Common pitfall: Forgetting to withdraw a foreign qualification when you stop doing business in a state. You will continue accruing fees and filing obligations until you formally withdraw.
5. Good standing certificates
Lenders, investors, and counterparties periodically ask for certificates of good standing. If you are behind on filings, you cannot get one.
Best practice: Maintain a rolling schedule so you are always within 30 days of being current in every jurisdiction. That way, a good standing request never triggers a scramble.
Building the system
The most common approach, and the one that eventually breaks, is a spreadsheet. It works when you have three entities in two states. It does not work when you have fifteen entities across eight states, each with different deadline types, fee structures, and filing methods.
The better approach is purpose-built software that:
- Automatically populates deadlines based on your entity data
- Sends alerts with enough lead time to act (not the day before)
- Provides a single view across all entities and jurisdictions
- Maintains an audit trail of what was filed and when
That is what CompCal does. Upload your formation documents, and the system handles the rest, extracting entity details, mapping obligations, and sending smart alerts at 90, 60, 30, 14, 7, and 1 day before each deadline.
The cost of getting it wrong
The direct costs of missed filings are usually modest, a few hundred dollars in late fees per entity. But the indirect costs are where the real damage happens:
- Administrative dissolution. If an entity is dissolved for non-filing, reinstating it can cost thousands and take weeks.
- Loss of liability protection. A dissolved entity may not provide the legal protections you rely on.
- Deal delays. Due diligence for any transaction will surface compliance gaps, potentially delaying or killing deals.
- Reputational risk. Sophisticated counterparties notice when your entities are not in good standing.
For a few hundred dollars a year per entity in filing fees, the cost of staying current is trivially small compared to the cost of falling behind.