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What is the purpose of annual reports?Not all states have annual reports. Some have biennial reports (due every other year) instead. Whether annual or biennial, the primary purpose of a company’s annual report remains the same. An Annual Report provides updated information on the business. Many details for a business can change in the course of a year. The business may have moved locations. Management of the business might have changed. The annual report provides states with a means for keeping updated information on businesses.
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Does my business really need to file an annual report?
Chances are, yes. Nearly every state requires an annual information report from every corporation and LLC that operates under its jurisdiction. Your company is required to file in the state where you first formed as well as in every other state where you’re registered to do business.
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What happens if I don’t file a required report?
If you file late or fail to file altogether, you’ll probably incur a few serious fines and penalties. Your business may lose its good standing in that state. Worse, you could face administrative dissolution or a revocation of authority to do business in the state—jeopardizing your protection from business debts.
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What information is required in an annual report?
A state annual report is not the same as the more comprehensive report you may prepare for investors. Most states require only basic contact information: company name and place of business, Registered Agent name and address, as well as names of directors, officers, or managers.
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Why do states require annual reports?
The primary purpose is ensure that government officials have current contact information for each company. Secondly, the compulsory fees constitute an important source of state revenue. Some states, like Delaware, also use the reports to assess a franchise tax—a fee for the privilege of legal recognition within the state.
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Annual Reports - When are they due?
Due dates for a company’s annual report and franchise tax vary by state. Many states have due dates tied to the anniversary date, making them due in the same month in which the business was incorporated or foreign qualified. For example, if an LLC was formed February 15th, the due date for that LLC’s annual report and franchise tax would be February of each year. Other states choose one date that the annual report and/or franchise tax is due. This may be consistent for all business types or it may vary by business type. One example is Delaware: annual reports and franchise taxes for corporations are due March 1st and the due date for LLCs is June 1st. Keep in mind that some states also have initial reports that corporations and/or LLCs must file shortly after incorporation. The initial list collects the data that businesses are not required to include in their incorporation documents (such as names and addresses of company management). Initial reports also typically have a state filing fee.
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What are the franchise taxes?
Despite what the name suggests, this is not a tax imposed on franchises. Rather, a franchise tax is imposed on businesses basically for the mere privilege of being incorporated or registered to transact business in that state. The method for calculating franchise tax varies by state. Common methods include:
- Business income
- Business assets
- Number of outstanding shares of corporate stock and the par value of those shares
- Combination of above
- Flat fee
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What happens when regulations change, how will I know my filing is correct?Our in-house legal team tracks legislative and regulatory changes, so you can be sure that every filing is accurate.
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What are the consequences of filing mistakes?This can vary greatly depending on factors such as jurisdiction and the severity of the mistake. The consequences range from fines and penalties, to loss of access to courts, loss of name rights—even personal liability for company officers.
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