Three January deadlines for your LLC, and hardly anyone knows two of them

If your American company paid independent contractors last year, it has to report it. The form is the 1099-NEC, and the IRS puts the deadline plainly: you must furnish the recipient copies and file with the agency by January 31.

Note the double duty. The contractor gets a copy, and so does the IRS. Both by the same date.

Who counts? Self-employed people who are not employees and were paid above a small threshold during the calendar year. The web designer who built your site. The freelance bookkeeper. The contractor who fitted out your warehouse. The photographer. The consultant.

As a rule, payments to corporations are not included, nor are payments made by credit card or through a payment platform, because the platform operator reports those.

And here is the trap European founders keep falling into: they pay contractors by bank transfer, assume it flies under the radar, and report nothing. Those are exactly the payments that must be reported.

If your company has employees, and that includes you if you pay yourself a salary from a corporation, the wage statements are due. They too are due by January 31, and they too go twice: to the employee and to the IRS.

On top of that come the fourth-quarter payroll tax returns, also in January. If you have a payroll service, this happens automatically. If you pay yourself a salary and think it is a private matter between you and your company, you have a problem.

This point deserves its own paragraph. In the United States, the separation between company and owner is formally strict, even for single-member companies. When you take money out, you have to say what it is: salary, distribution, draw or loan. Each has its own reporting duties and its own tax consequences. How to do it properly is explained in Payroll.

The third deadline is not in any federal law but in the rules of your state of formation, and it varies considerably from state to state.

Some states want the annual report in January, others in March, others on the anniversary of formation. Some charge a fee, some a tax, some both. And almost all require your Registered Agent to be confirmed, meaning the person or company that accepts official mail on your behalf.

The Registered Agent, by the way, is the most common silent disaster in European owners' portfolios. It is paid annually, often by a credit card that eventually expires. The charge fails, the provider cancels, the state loses the service address, and the company slides into a status you end up fixing with back payments and reinstatement fees.

This is where the American system differs fundamentally from what you know at home. No reminder, no phone call, no warning letter with a grace period. There is a penalty, and it runs automatically.

For contractor and employee filings, the penalty is charged per form. Not a flat fee for being late, but for every single form not filed or filed late, tiered by how late you are. Twelve contractors and twelve forgotten forms means you pay twelve times.

With your state's company obligations, the consequence is more unpleasant than expensive. The company loses its good standing. That means no more Certificate of Good Standing, which banks want to see to keep your account open, in some states you cannot sue, and business partners who check will find an entry you have to explain.

January 31: contractor and employee filings, to the recipients and to the IRS.

Spring: annual report and state franchise tax. In Delaware, March 1 for corporations and June 1 for LLCs and LPs. In Texas, May 15.

March 15: tax returns for partnerships and for corporations with a special tax election. This year the deadline moves to March 16, 2026, because the 15th falls on a Sunday.

April 15: individual income tax returns, returns for regular C Corporations, the FBAR for foreign accounts and, most important for many European owners, the form reporting transactions between the company and its foreign owner.

Throughout the year: estimated payments, sales tax returns in the states where you have nexus, and renewing your Registered Agent.

It deserves its own section because it is the most expensive one. If you are a non-American who owns a single-member American company, you must report every year which transactions took place between you and that company. Contributions, withdrawals, loans, services, everything.

This applies even if the company had no income at all. It applies even if it is dormant. And the penalty for a missed filing starts at an amount that regularly makes European founders go pale.

We have covered this in detail because it is the most common serious oversight we see. Read more under US taxes and in Tax support for foreign-owned companies. How a US LLC without a US permanent establishment works as a complete model is shown by our sister site zerotax.llc.

After all these deadlines, you might think an American company is bureaucratic. It is not, it is just different.

What notaries, company registries, public filings and auditors handle in much of Europe, you handle here yourself or through a provider, at a fraction of the cost. Forming a company takes days, not weeks. Amending the operating agreement is a resolution, not an appointment with a notary. A list of members is a file.

The price of this freedom is that nobody reminds you of your obligations. The system trusts you to know what you are doing and penalizes you if you do not. For entrepreneurs who understand that, it is a remarkably good deal.

A great many European owners hold an American company that is doing nothing at the moment. A project that never got going. A shop that closed. A structure kept for later.

A dormant company is perfectly legal under American law. What does not exist is dormant obligations. The state wants its annual report and its fee even if not a single dollar moved. The IRS wants its return, even if it is a zero return. And the filing on transactions with the foreign owner is due too, even if there were none.

This is the most common nasty surprise we see. Someone gets in touch after four years because they need the company again, and discovers it is no longer in good standing, that fees plus interest have piled up, and that several years of zero returns have to be filed, each with its own penalty risk.

If you do not need a company, dissolve it properly instead of letting it drift off. That costs money once and ends the obligations. If you want to keep it, run it like an active company, just with fewer transactions.

American authorities and banks do not expect much, but they expect it reliably. One folder, digital is fine, with six things in it.

The certificate of formation and a current Certificate of Good Standing. Banks regularly ask for a fresh one, often annually.

The company agreement. For an LLC, the Operating Agreement. Many founders do not have one because no agency asks for it. Sooner or later the bank, an investor or a dispute will, and by then it is too late to write one.

The EIN and the IRS confirmation letter.

Resolutions. Even a sole member passes resolutions, and writes them down. It sounds bureaucratic for a one-person company, and it is the most important building block of your liability protection.

Bank statements, kept strictly separate from personal accounts. Mix business and personal payments and you risk the very thing you formed the company for: keeping the assets separate. More in Liability protection of the US LLC.

And the deadline list. With reminders. It is not a formality, it is the difference between a company that runs and one that needs fixing.

One last tip that saves money: if you have already missed a deadline, file right away anyway. Penalties are tiered, they rise the later you are, and the tiers do not stop. Two weeks late is a completely different order of magnitude from six months late.

Make a list of every payment last year to individuals and sole proprietors. Check who needs a form. Get each one's taxpayer identification number if you do not have it yet, because you cannot file without it.

Check that your company is in good standing in its state of formation. It takes two minutes and you can do it online.

And put the calendar above into your own system, with reminders two weeks before every deadline. It's the cheapest insurance your American company will ever get.

If you'd rather not handle this yourself, talk to Mount Bonnell Advisors in Austin, Texas. You'll find what ongoing support looks like in Ongoing management of US companies.

Update: What happens next is covered in From September 16, your partnership pays $255 per partner for every month or part of a month the return is missing.

Consultation & implementation

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