Maintain Business Compliance to End the Year in Good Standing

As we move into the winter months it’s time to begin thinking of year-end business compliance responsibilities and business activities. Business compliance matters to businesses regardless of industry or size and it is something that needs attention every year.

Compliance regulations vary by state, so it is important for you to know the rules and due dates for each state you operate within. For companies that operate across many states or are expanding into new states, there are many variables to consider when selecting which state to incorporate. Things to consider include annual fees and filings, franchise taxes, and state corporate tax.

Before we jump into our year-end checklist, I’d like to remind readers that there are significant consequences for non-compliance. What happens if your Corporation or LLC falls out of good standing or compliance?  A lot can happen! When your company falls out of compliance you open yourself up to piercing the corporate veil, late fees and interest on payments that are owed, delays in business expansion into other states, or even the closing of your LLC or Corporation.

We’d like to help you prepare for the year-end and we want to help you get all your legal ducks in a row. To assist in these efforts, we’ve put together a year-end compliance checklist to set you on the right path. And to make the entire year-end compliance process as easy as possible, we’ve also created an annual compliance checklist you can download in a PDF (see below).

File Your Annual Corporate Documentation

Most states require registered C Corporations and Limited Liability Companies (LLCs) to file a Statement of Information, also called an Annual Report, with the Secretary of State’s office in your state to keep the business in good standing. You’ll need to update the names and addresses of LLC members and managers, a corporation’s directors and officers, registered agent information, and the number of shares issued. For significant changes, the state may require your business to file an Articles of Amendment.

Here are some examples of significant changes an Articles of Amendment would include:

• Changes to the company name
• Changes to the business address
• Changes to the members of the Board of Directors
• Changes in a company’s business activities (i.e., the purpose of the business)
• Changes in ownership
• Changes to the board of directors
• Change in management format (e.g., member-managed to manager-managed or vice versa) of an LLC
• Change in the type of stock offered by a corporation
• Changes in the number of shares authorized by a corporation

Corporations are also required to hold an annual board meeting with corporate minutes taken. Corporate annual meeting minutes serve as a record of a business’s annual meeting. With the exception of Delaware, Kansas, Nevada, North Dakota, and Oklahoma, state governments require corporations to keep meeting minutes.

Examples of the information that might appear in a corporation’s annual meeting minutes include:

• Date, time, and location of the meeting
• Who attended and who was absent from the meeting
• Meeting agenda items with a brief description of each
• Details about what was discussed during the meeting
• Results of any voting actions taken
• The time when the meeting adjourned

After annual meeting minutes have been approved (as determined by the company’s bylaws), a business should keep the original executed copy in a safe place. A business should keep its minutes for at least seven years, and make them available to members of the corporation (e.g., shareholders, directors, and officers) who make a “reasonable request” to review them.

Modify a Business Structure

The past year created some challenges for business owners, and changing your business structure may be a good idea. Issues such as access to relief funding, tax breaks, and liability protections might be reason enough for Sole Proprietorships to incorporate or elect S Corporation status.

A structure conversion is not to be taken lightly, so be sure and discuss the options with your business attorney and accountant. Not all states allow conversions, so you’d need to dissolve your current entity and form an entirely new company under a different structure in those states.

If you decide this is the way you want to go, CorpNet can easily file your conversion documents on your behalf for a minimal service fee.

Renew Sales Tax Licenses and Permits

If your business sells products and services subject to sales taxes, you will need to register for a sales tax license from the state tax authority office. If you operate as a wholesaler, you don’t need to collect sales taxes, but you must get a reseller license (resale certificate). How often seller licenses and permits need to be renewed varies by state.

For example, in California and Texas, your permits are good for as long as you own your business (if you sell your business, the new owner will need to apply for new permits). Other states, such as Connecticut and Pennsylvania, require permit renewals every few years. Also, if you’re conducting business in more than one state, you must obtain a license in each state in which you do business.

Renew Business Licenses and Permits

Depending on your business’s industry, you may be obligated to obtain specific business licenses and permits from the state or local governments to legally run your business. Make sure you know when the licenses and permits are due for renewal and if there are any fees involved.

Check with your city, county, and state business development offices to determine which licenses and permits are required. Your business license, which must be renewed annually (for a fee), comes from your city. The fees vary depending on the type of business, the number of employees, and your location.

Other local business license and permit renewals include:

• Security alarm permit
• Parking lot permit
• Zoning permit
• Health department license
• Daycare license
• Entertainment license
• Accounting license
• Barber Shop license
• Environmental permits
• Sidewalk café permit

You may also be required to renew specialty licenses and permits. In general, these types of licenses and permits are needed for professional businesses such as contractors, plumbers, accountants, hair and nail salons, attorneys, and daycare operators. Typically, you will likely be required to have an inspection or take a test before your licenses and permits are renewed for these types of businesses.

Businesses selling services or products regulated by a federal agency require federal licenses, permits, and certifications. The following are the industries this pertains to:

• Agriculture
• Alcoholic beverages (Also regulated by your state’s Alcohol Beverage Control department)
• Aviation
• Firearms, ammunition, and explosives
• Fish and wildlife
• Commercial fisheries
• Maritime transportation
• Mining and drilling
• Nuclear energy
• Radio and television broadcasting
• Transportation and logistics

Close a Business

Closing a company you helped create is never an easy decision. However, if you decide it’s time to close up shop, make sure you’re in compliance, or you could still be responsible for the business’s actions and financial obligations.

Sole proprietorships are the easiest to close down as long as you pay off any debts and notify customers and vendors. Partnerships, corporations, and LLCs should have a structured dissolution process outlined in their operating agreements. Usually, it begins with a formal vote and requires signatures from all partners and board members. Corporations must have consent from two-thirds of the voting shares. The rules for LLCs vary by state.

Corporations and LLCs must also file Articles of Dissolution or a Certificate of Termination or Certificate of Dissolution with the state. If you have business locations in other states and have filed for foreign qualification, you do not need to file documentation in the other states, but you need to cancel any out-of-state registrations. Don’t forget to cancel all registrations, permits, licenses, and business names acquired in all the states in which you conduct business.

Finally, you must settle all the company’s financial obligations (vendor invoices, employee payroll taxes, and sales taxes). Then inform the IRS about your business’s closure, pay your final taxes and check the box labeled “final return” on your tax returns. Corporations are required to file Form 966 for Corporate Dissolution or Liquidation.