CORPORATE TRANSACTIONS & COMPLIANCE BLOG

State Annual Report Deadlines: Why You Shouldn’t Miss Them

By: Nicholas Moscatiello, COGENCY GLOBAL INC. on Fri, May 10, 2019

[Image] Woman flipped to next calendar page. | Tracking Annual Report Compliance Is TrickyMaintaining annual report compliance for your entity in multiple states can often feel overwhelming. Many of the state requirements are unique and due dates can vary throughout the year.

Although it is challenging, staying on top of your entity’s compliance is a necessity. Missing deadlines may result in late fees, loss of good standing and administrative dissolution or revocation of your authority to business within a state.

How Do I Determine an Annual or Periodic Report Due Date?

Much like the annual report naming conventions, there is no set standard when it comes to each jurisdiction’s due dates. Reporting requirements vary depending on entity type and the state in which a company is formed or qualified to do business. Furthermore, some states use seemingly arbitrary triggers to determine each due date.

Example Due Date Triggers

Fixed Due Date
(either Biennial or Annual)

Alaska, Florida, Georgia, Rhode Island

Anniversary Date/Month of Formation

Arizona, California, Nevada, New York

Fiscal Year End

Kansas, Massachusetts, North Carolina,
Vermont, New Mexico

Odd or Even Numbered Years

Iowa, Nebraska, Ohio

Designated Date Range

Connecticut, Missouri, Oklahoma 

Note: Sampling of annual report due dates, not representative of all state requirements or all entity types.

Most states will send electronic notices or post card reminders to alert you of upcoming report due dates. However, these notices should not be relied upon on as your sole reminder as they are often lost in shuffle of junk mail or caught by an email SPAM filter. If you are unsure of how to determine your entity’s report due date, it is generally best to contact the state directly.

Annual Report, Periodic Report, or…?

When researching a due date, keep in mind that a state may not refer to its filing requirement as an ‘annual report’. Some states have their own special variations.

Example State Report Names

Annual Report

Arizona, Connecticut,
Florida, Hawaii

Annual Registration

Georgia, Minnesota

Profit Corporation License Renewal
& Annual Report

Washington

Occupation Tax Report

Nebraska

Note: Sampling of annual report naming conventions, not representative of all states.

What Happens If I Miss a Due Date?

[Image] Woman Missing a Train | What if I Miss My Annual Report Deadline?The majority of states apply a penalty or late fee when a report is not received and accepted for filing by the deadline. Penalties are usually non-negotiable. Some states will also apply interest for every month that the company is delinquent.

In addition to an extra fee, your business may lose good standing status and not be able to obtain a Certificate of Good Standing (or equivalent), a document issued from a state department confirming that a company has fulfilled all statutory requirements and is authorized to do business in the jurisdiction. You may need a Certificate of Good Standing if the entity is qualifying to do business in other jurisdictions, applying for a loan or entering into a contract.                                             

Delinquent companies may be subject to administrative dissolution or revocation. This means that the company’s authority to do business has been terminated within a given jurisdiction. In order to return to active status or good standing, the entity must either file a reinstatement or in some cases, file a new qualification in the state where it’s delinquent. Not only can both of these filings be expensive, the process may impart a negative impression of the company to a third party.

Complying with report deadlines eliminates wasted time and costly delinquencies enabling your company to focus on its purpose and activities.

For additional peace of mind, consider an annual compliance filing service.

 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: Annual Report Compliance, Delaware Corporate, UCC and Compliance