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Annual Report Filing

Keep your business entity in good standing by filing your annual report with the state. If you have a corporation, limited liability company, limited partnership, or other business entity, the state may require an updated filing on your business on an annual, or semi-annual basis.

An annual report documents any changes to your business operations and activities. For example, you may change a registered agent, registered office address, officers, directors, or members. Therefore, the annual report should reflect all current information about your business.

Although you may change some business information, you can't change your business name on your annual report. Instead, you'd need to change the name by filing articles of amendment with the Secretary of State.

Why File an Annual Report?

The main reason why you file an annual report is to avoid late fees or penalties. Failure to file a yearly report jeopardizes your company's "good standing" with the state.

If you do not have proof of good standing, it may harm your business. For example, you may not get business licenses or be allowed to do business in another state. Furthermore, you risk losing the right to your business name in that state.

Not filing required annual reports may also result in involuntary or administrative dissolutions. In an administrative dissolution, the state effectively erases the legal business entity. So, therefore, you can no longer operate your business entity in that state.

What Information Goes On the Annual Report?

If you are not a publicly owned company, you provide only basic updated information about your company.

  • Name of your business entity
  • Business registration number or business identification number
  • The current name of the registered agent
  • The current registered business address (not a P.O. box)
  • The names of the current officers, directors, or members of the business
  • Description of business activities

An authorized officer such as an officer or director signs and dates the annual report. The report is then filed with the annual report filing fee if required.

What Is the Difference Between Annual Report Filing Fees and Franchise Tax Fees?

An annual report filing fee is the payment for filing the report with the state. Annual report filing fees vary by state. The franchise tax fee is a fee the state charges to allow the business to organize and register in that state. Franchise tax fees are a flat fee or a fee calculated on the number of stock shares or business assets. Each state calculates and labels fees differently, so check with your state.

How Do You File an Annual Report?

Generally, the state sends notices of annual report filings due to your registered agent. Each state also posts deadlines of when the reports and franchise tax fees are due.

Fill out the form and mail it with payment to the Secretary of State Division of Corporations. Most states offer online annual report services. You can complete the online filing and pay the fees with a credit card such as a Visa or Mastercard.

Make sure to file your annual report before the due date to avoid late fees or penalties.

Do You Have to File an Annual Report?

Not all business entities file annual reports. Check with your state first for their rules. Some states do not require annual filings or only require filings every 2 or 10 years, depending on your business type.

For example, Delaware business corporations must file a report every year and pay a filing fee of $50 for non-exempt corporations. An example of a non-exempt corporation is a nonprofit corporation.

Additionally, Delaware corporations must also pay a franchise tax based on the number of corporate stock shares. The minimum franchise tax in Delaware is $175.

However, limited liability companies, limited partnerships, and general partnerships in Delaware do not have to file annual reports. Instead, they must pay a yearly tax of $300.

Therefore, check your state's requirements for business filings.

What if You Miss the Filing Deadline?

Know your business filing requirements and tax due dates to avoid late payment fees or penalties. If you do not file on time, the state charges late fees and penalties and may dissolve your company.

If you realize you missed the due date, contact the Secretary of State Division of Corporations right away to file and pay any late fees and penalties. If the state dissolves your company, you can apply for reinstatement and pay applicable fees.

In Conclusion

Don't jeopardize your business by ignoring annual filing requirements. Protect the status of your business entity by filing necessary reports with the state. Consider paying for a business compliance service from a reputable provider to stay on top of dues and deadlines.

If you have questions or run into trouble with the state, contact a local business attorney to help get your corporate status reinstated.

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