If you formed an LLC or S-corp in 2025, your first federal filing deadline is six days away — and the penalty structure is more punishing than most new business owners realize. Miss the March 16, 2026 deadline for Form 1065 or Form 1120-S without filing an extension, and the IRS starts the clock at $255 per partner or shareholder, per month, regardless of whether any tax is owed. For a two-member husband-wife LLC, that exposure crosses $6,000 before the year is out. What follows is a state-by-state breakdown of annual LLC fees and a plain-language explanation of the CP575 trap — the single most common way new entities unknowingly commit to filing obligations they didn't see coming.
IRS Late-Filing Penalties: $255 Per Person, Per Month for Both Partnerships and S-Corps
The IRS adjusts these penalties annually for inflation under IRC §§ 6698 and 6699. Rev. Proc. 2024-40 (published October 22, 2024) set the 2025 tax year amount at $255 — up from $245 for tax year 2024. The penalty applies even when no tax is due, because Forms 1065 and 1120-S are information returns.
Form 1065 (Partnership): $255 per partner per month (or partial month), for up to 12 months. The penalty is multiplied by the total number of persons who were partners during any part of the tax year. For a two-partner husband-wife LLC, that’s $255 × 2 = $510 per month, reaching a maximum of $6,120 after 12 months. Source: IRS Instructions for Form 1065 (2025).
Form 1120-S (S-Corp): Identically $255 per shareholder per month, up to 12 months. If tax is also due, a separate 5% per month failure-to-pay penalty (up to 25% of unpaid tax) stacks on top. The minimum penalty for an 1120-S filed more than 60 days late is the lesser of the tax due or $525. Source: IRS Instructions for Form 1120-S (2025).
An additional $330 per Schedule K-1 late-furnishing penalty may also apply for 2025 returns, a detail worth flagging in the article.
Filing Deadlines Shift to March 16 and Extension Runs to September 15
Because March 15, 2026 falls on a Sunday, the actual filing deadline for both Form 1065 and Form 1120-S is Monday, March 16, 2026. Filing Form 7004 by that date grants an automatic six-month extension to September 15, 2026 (a Tuesday). The extension avoids the late-filing penalty but does not extend time to pay any tax owed on Form 1120-S.
State-by-State LLC Fees and Requirements Verified
California — $800 Annual Tax, First-Year Exemption Expired
Every LLC organized or doing business in California owes an $800 annual franchise tax, payable to the Franchise Tax Board. The due date is the 15th day of the 4th month after the beginning of the tax year — April 15 for calendar-year LLCs. The first-year exemption under Assembly Bill 85 applied only to LLCs formed between January 1, 2021 and December 31, 2023 and has expired. LLCs formed in 2024 or 2025 owe the full $800 in their first year. LLCs with California-source income above $250,000 also owe an additional fee ranging from $900 to $11,790. Source: ftb.ca.gov.
Delaware — $300 Annual Tax, No Annual Report Required
Delaware charges a flat $300 annual tax for all domestic and foreign LLCs. Unlike Delaware corporations, LLCs are not required to file an annual report. The tax is due by June 1 each year. Late payment triggers a $200 penalty plus 1.5% monthly interest. Each registered series of a Delaware Series LLC must separately pay $75 per year. Source: corp.delaware.gov.
Tennessee — $300 Minimum Annual Report Fee Confirmed
Tennessee’s annual report fee for LLCs is $300 for entities with up to 6 members, plus $50 per additional member above 6, capped at $3,000. The due date is the 1st day of the 4th month after the close of the fiscal year — April 1 for calendar-year LLCs. Tennessee provides a 60-day grace period, but failure to file after that may result in administrative dissolution. Source: sos.tn.gov.
Nevada — $350 Total ($150 + $200), Due on Formation Anniversary
Nevada LLCs must file two items annually. The Annual List of Managers or Managing Members costs $150, and the State Business License renewal costs $200, for a combined $350 per year. Both are due by the last day of the anniversary month of the LLC’s formation. Late filing of the Annual List incurs a $100 penalty. Source: nvsos.gov.
New York — Publication Costs Vary Wildly, Biennial Statement Just $9
New York’s unique publication requirement (LLC Law §206) requires new LLCs to publish notice in two newspapers (one daily, one weekly) designated by the county clerk, for six consecutive weeks, within 120 days of formation. The Department of State filing fee for the Certificate of Publication is $50, but actual newspaper publication costs range from roughly $150 in Albany County to $1,000–$2,000+ in New York City (Manhattan, Brooklyn, Queens). This is a one-time requirement, not annual. The ongoing obligation is a biennial statement filed every two years for just $9. Non-compliance with the publication requirement suspends the LLC’s authority to conduct business. Source: dos.ny.gov.
Kentucky — $190 Minimum Between Annual Report and LLET
Kentucky’s annual report fee is just $15, due between January 1 and June 30. However, every LLC must also pay the Limited Liability Entity Tax (LLET) with a minimum of $175 per year (KRS 141.0401). The LLET is calculated as the lesser of 0.095% of Kentucky gross receipts or 0.75% of Kentucky gross profits, but it cannot drop below $175. Entities with gross receipts or gross profits of $3 million or less simply pay the $175 minimum. The LLET is due April 15 for calendar-year filers. LLET paid above the $175 floor can be credited against Kentucky individual income tax for pass-through entity owners. Combined minimum annual cost: $190. Sources: sos.ky.gov and revenue.ky.gov.
Texas — Franchise Tax With a High No-Tax-Due Threshold
Texas imposes a franchise (margin) tax on LLCs at 0.75% of taxable margin (0.375% for retail/wholesale, 0.331% under the EZ Computation for entities under $20M revenue). The critical detail for small LLCs: if annualized total revenue is at or below the no-tax-due threshold of $2,470,000 (for 2024–2025 reports) or $2,650,000 (for 2026 reports), no tax is owed. However, the entity must still file a Public Information Report annually. The franchise tax report is due May 15. There is no separate annual report fee. Source: comptroller.texas.gov.
Florida — $138.75 Annual Report With a Punishing $400 Late Fee
Florida’s LLC annual report costs $138.75, filed online at Sunbiz.org between January 1 and May 1 each year. Filing after May 1 triggers an automatic, non-waivable $400 late fee, bringing the total to $538.75. LLCs that fail to file by the third Friday in September face administrative dissolution by the fourth Friday of September. Reinstatement requires a $100 fee plus all delinquent annual report fees. Source: dos.fl.gov.
The CP575 Notice and How It Locks Husband-Wife LLCs Into Partnership Filing
The CP575 (formally “EIN Assignment Notice”) is a one-time IRS notice confirming that an Employer Identification Number has been assigned to a new entity. It is generated after submission of Form SS-4 and contains the entity’s legal name, assigned EIN, tax classification, required federal tax forms, and their due dates. The notice is issued only once — if lost, taxpayers must request a 147-C verification letter instead.
The CP575’s significance for husband-wife LLCs is substantial. When a married couple forms a multi-member LLC and applies for an EIN, Line 9a of Form SS-4 asks them to select an entity type. A two-member LLC defaults to partnership classification, so most applicants check “Partnership.” The resulting CP575 then records the entity as a partnership on the IRS Master File and explicitly lists Form 1065 as a required return with its filing deadline.
Although the CP575 itself contains a disclaimer stating the classification is “not a legal determination” and “not binding on the IRS,” the practical reality is that once the IRS Master File records a partnership, the agency expects an annual Form 1065 and will assess penalties under IRC § 6698 if one is not filed. This is the mechanism by which many husband-wife LLCs unknowingly trigger a Form 1065 obligation they didn’t anticipate.
The escape routes are narrow. A husband-wife LLC cannot elect Qualified Joint Venture (QJV) status to avoid Form 1065 unless they are in a community property state. The IRS is explicit: QJV treatment requires that the business is “not held in the name of a state law entity (including a limited liability company).” In community property states (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, Wisconsin), Rev. Proc. 2002-69 allows a husband-wife LLC wholly owned as community property to be treated as a disregarded entity, reporting income on Schedule C with no Form 1065 required. In all other states, the LLC must file as a partnership or elect corporate treatment via Form 8832 (which triggers a 60-month lock-in). Alternatively, the couple could dissolve the LLC, file a final Form 1065, and operate as a QJV going forward — but that sacrifices their liability protection. Source: irs.gov/businesses/small-businesses-self-employed/election-for-married-couples-unincorporated-businesses and irs.gov/businesses/small-businesses-self-employed/single-member-limited-liability-companies.
Conclusion
The $255 figure is verified and current for tax year 2025 filings. The most critical nuance is the March 16, 2026 deadline (not March 15, due to the Sunday shift) and the fact that penalties accrue per partner or shareholder — making even a two-member LLC’s exposure over $6,000 within a year. On the state side, California’s first-year exemption has expired, New York’s publication costs remain uniquely burdensome in metro counties, and Florida’s $400 late fee is among the most punitive for a routine compliance filing. The CP575 angle is particularly compelling for the article: many husband-wife LLCs check “partnership” on Form SS-4 without understanding they’ve committed to annual Form 1065 filings and the associated penalty exposure — a trap that community property state residents can avoid but others largely cannot without dissolving their LLC.
This article is for educational purposes only and does not constitute personalized tax, legal, or financial advice. For guidance specific to your situation, consult a qualified tax professional.
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