End-of-year compliance checklist for corporations

Business licenses

Many licenses must be renewed annually. Plus, certain business activities may have triggered licensing changes. During the year, did you add or close a location, participate in a merger or acquisition, or add a new product or service? If so, you may have to obtain additional licenses or even cancel some. Now is the time to verify that you meet all licensing requirements.

Foreign qualification

If you’ve conducted activities outside your formation state that constitute “doing business” in those states, you may be subject to a number of foreign qualification requirements. These include registering to do business with the state's corporation filing office, appointing a Registered Agent, and maintaining a registered office in that state. Failure to foreign qualify can lead to fines, loss of access to state courts, and other penalties.

Corporate Transparency Act

The Corporate Transparency Act is intended to protect the United States financial system from being used for money laundering and other illicit activities. All corporations are required to file a Beneficial Ownership Information Report with the Financial Crimes Enforcement Network unless they qualify for an exemption. Use our fact sheet to help determine if your corporation is a reporting company, and if so, the information that you will have to report in your initial Beneficial Ownership Information report.

Domestic reporting companies created before January 1, 2024 and foreign (non-US) reporting companies that first registered to do business in the U.S. before January 1, 2024 have to file their initial beneficial ownership information (BOI) report by January 1, 2025. Once a corporation has filed its initial BOI report it will have to file an updated BOI report when any of the information previously reported changes.

For more information and to sign-up for updates, visit our Corporate Transparency Act resource page.

Dissolutions and withdrawals

Steps must be taken to properly dissolve a corporation in the state of formation and withdraw from all states where it has registered. Doing so before year-end will eliminate the need to file a partial-year tax return for next year and may reduce other tax liabilities as well.

Annual reports

To remain in good standing, it's important to fulfill all annual report requirements. This includes filing delinquent reports for corporations that were dissolved during the year.

Annual Meeting

Annual meetings are mandated for corporations to elect directors, engage with shareholders, and conduct other relevant business. They are also required to document the proceedings. Corporations that have not held their 2024 annual meeting yet should promptly schedule it before the year ends.

Amendments

Don’t forget that some changes to a corporation require the formation document (Articles of Incorporation) to be amended. For example, if a corporation underwent a name change, you will have to file articles of amendment for the change to be legally effective. And if the corporation is qualified in foreign states, an amendment to the certificate of authority will be required as well. Make sure all required amendments were filed and that the state’s records on your company are up to date. And if not, be sure to get those amendments filed.