Various Business entities, including corporations, nonprofit corporations, limited liability companies (LLCs), limited partnerships (LPs) and limited liability partnerships (LLPs), are generally required to file an informational report with the business entity filing office of their formation state (e.g. Secretary of State) and of every foreign state in which they are qualified to do business in.
Typically, this is referred to as an annual report. In most states, the information update has to be provided every year and the document filed is called an annual report. However, there are a few states where the filing is due biennially or even every five years and a few states where the document is called something other than an “annual report” even when it is due annually. For example, some states have called it a Statement of Information, a Periodic Report, or an Annual Registration. Bottom line, this report – no matter what it is called – must be filed.
The information required to be set forth in an annual report varies from state to state. It can also differ within a state from business entity type to business entity type. The business entity statutes prescribe the minimum required content. Typically, however, the report must set forth, at a minimum:
- The company’s legal name
- In the case of a foreign company, the fictitious name it qualified under, if any
- The principal office address in the state, if any
- The registered agent’s name
- The registered office address
- The names and business addresses of directors and officers
Failure to file
States impose penalties on companies that fail to comply with the annual report requirement. If the report is not filed by the due date a late fee will be assessed. Continued non-compliance will result in the company falling out of good standing and even having its corporate status revoked. This means the state will not issue a certificate of good standing or file documents for the company. Continued non-compliance can result in the administrative dissolution of a domestic company and the administrative revocation of the authority to do business of a foreign company, which means losing the many benefits and protections of operating as a corporation or LLC.
Properly filing timely annual reports helps maintain a company’s good standing status in a state and keep it on track for success.
Note that annual report requirements continue even if you stopped doing business in a state. If a company stops doing business in a state where it previously registered, it still has to continue to file there until it properly withdraws from the state. Otherwise, there could be penalties for failure to file the annual report.
Filing your state income tax return does not take care of your annual report requirement. State annual reports and state income tax returns are different things. Even if one has already been filed, the other still needs to be filed.
You still need to file, even if you’ve never received a notice. Although some states send reminder notices, not all do. Either way, you still have to file any required annual reports. The burden is on you to keep up with your deadlines and file on time. Having a business license does not do away with your annual report filing requirements. Obtaining or renewing a business license is not the same thing as filing an annual report. Even if a company has all necessary business licenses, it still needs to file its annual reports.
States’ business laws generally require the filing of a report with the state’s filing office. In order to avoid serious penalties, the individuals responsible for compliance for every company subject to this requirement should take all steps necessary to ensure that these reports are filed in a timely and complete manner.
For more information on annual reports or to outsource your annual report filings, Contact Patrick Hogan at Manley Burke Compliance, LLC today.