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Federal compliance for startups

The federal compliance calendar is short but unforgiving: Form 1120 and its extension, estimated tax once there is a profit, 83(b) elections, Form 3921 and Form D around equity events, and Form 5472 if the owners are foreign. BOI reporting no longer applies to US companies.

Jurisdiction
Federal
Reading time
3 min
Checked
October 13, 2026
Every state adds to this. Point at one to see its compliance page.

Key figures

Federal compliance

2026, with sources

Form 1120 due date
15th day of the 4th month after year endApril 15 for a calendar-year company. A June 30 year end keeps the 15th day of the 3rd month for tax years beginning before 2026.
Form 7004 extension
6 monthsExtends the time to file, not to pay.
Estimated tax required
Expected tax of $500 or moreInstallments paid electronically; underpayment penalty figured on Form 2220.
BOI reporting for U.S. companies
Not requiredFinCEN’s Aug 11, 2026 final rule made the March 2025 interim exemption permanent; foreign companies registered in a state still report.
Form 5472 penalty
$25,000Per form, per year, for a 25% foreign-owned corporation that fails to file; more after 90 days from IRS notice.
83(b) election window
30 daysFrom the date the property is transferred; Form 15620 is optional.
Form D filing window
15 calendar daysFrom the date the first investor is irrevocably committed; no SEC fee.

The corporate return and estimated tax

A C corporation files Form 1120 every year it exists, whether or not it has income — a loss year is when the return records the net operating loss you will use later. It is due the 15th day of the 4th month after year end; Form 7004 extends the filing date by six months but the tax is still due on the original date.

Once a company expects $500 or more of tax for the year, it pays estimated tax in four installments, on the 15th day of the 4th, 6th, 9th and 12th months of its tax year, by electronic funds transfer. Form 1120-W is the worksheet; Form 2220 computes the penalty for paying late or short.

Beneficial ownership (BOI): where it landed

The Corporate Transparency Act required most small companies to report their beneficial owners to FinCEN starting in 2024. After litigation and a March 2025 interim final rule, FinCEN issued a final rule on August 11, 2026 that permanently removes the requirement for U.S. companies and U.S. persons. A domestic startup does not file a BOI report.

The rule still applies to entities formed under a foreign country’s law that have registered to do business in a US state or tribal jurisdiction. If your structure includes one — a foreign parent registered here, for example — that entity reports.

Equity and fundraising filings

Three federal filings follow equity events rather than the calendar. Founders and early employees with restricted stock file 83(b) elections. Companies report ISO exercises on Form 3921. And each priced round or SAFE raise relying on Regulation D needs a Form D with the SEC within 15 calendar days of the first sale; missing it does not void the exemption, but the SEC has brought enforcement actions for late filings.

  • 83(b) election within 30 days of a restricted stock grant.
  • Form 3921 for every ISO exercise: Jan 31 to the employee, Feb 28 (paper) or Mar 31 (electronic) to the IRS.
  • Form D within 15 calendar days of the first sale in a Regulation D round, and an amendment annually while the offering is open.
  • State “blue sky” notice filings where investors live — a state matter with its own deadlines.

Foreign owners and foreign founders

A US corporation that is at least 25% foreign-owned, or a US disregarded entity wholly owned by a foreign person, attaches Form 5472 to its return to report transactions with related foreign parties. The penalty for not filing a complete and correct form is $25,000 per form per year, with continuation penalties after an IRS notice.

Everything else on this page applies the same way to a company with foreign founders. What changes is mostly on the founders’ side — visas and their own US tax status — and on the payables side, where payments to people outside the US use Form W-8BEN and, where withholding applies, Form 1042-S.

Deadlines

  1. 15th day of the 4th, 6th, 9th and 12th months of the tax yearCorporate estimated tax installments, if tax for the year is expected to be $500 or moreForm 1120-W / Form 2220
  2. 15th day of the 4th month after year endCorporate return; Form 5472 attached if the corporation is 25% foreign-owned or a foreign-owned disregarded entityForm 1120 + Form 5472
  3. By the original due dateSix-month extension of time to file Form 1120Form 7004
  4. Within 30 days of the transferElection to be taxed on restricted stock at grantSection 83(b) election (Form 15620 or written statement)
  5. Within 15 calendar days after the first saleSEC notice of a Regulation D offeringForm D
  6. Jan 31 to employees; Feb 28 to the IRS on paper, Mar 31 if e-filedISO exercises in the prior year — to employees, then to the IRSForm 3921

Compliance, state by state

Everything above applies everywhere. Each state then adds its own rules. Choose one to read its compliance page.

Shade the map by

Point at a state, or shade the map by one question.

Common questions

Does my Delaware C-corp have to file a BOI report?

No. FinCEN’s March 2025 interim final rule exempted companies created in the United States and their U.S. owners, and an August 11, 2026 final rule made that permanent. Only entities formed under foreign law and registered to do business in a US state still report. FinCEN also said it will delete information U.S. companies already filed.

What happens with my 83(b) election?

File it within 30 days of receiving the stock, with the IRS service center where you file your return, and give a copy to the company. You can use Form 15620 or a written statement. There is no fix for a missed window, and the election can’t be revoked without IRS consent.

Is the Delaware franchise tax a federal filing?

No — the Delaware franchise tax and annual report are state obligations, due March 1 for corporations, and they belong on Delaware’s page. The federal calendar is Form 1120, estimated tax, payroll returns, information returns and the SEC’s Form D.

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Sources

Checked against each agency’s own page on . Rates and thresholds change, usually on January 1.

General information for US companies, not tax, legal or accounting advice for yours. Rules and thresholds change; confirm the specifics with a CPA or the agency before you act on them.

All state guides