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An LLC is created by filing formation documents (articles of organization) with a state, appointing a registered agent and (of course) paying the required fees. What’s more, an LLC must register in every state where it is doing business. This registration involves obtaining a certificate of authority—a process sometimes referred to as “foreign qualification.” As with the initial formation, the official documents set out basic facts about the LLC, appoint a registered agent and include the necessary filing fees.
Those are the initial requirements necessary for an LLC to come into existence or to operate in a state other than its formation state. But an LLC’s filing obligations do not end when the initial paperwork has been accepted. Because it is a state-sanctioned entity, the state wants to keep tabs on all of the LLCs that operate within its borders. States do this by imposing annual reporting requirements on the LLC.
In nearly every state, a limited liability company must file an annual report. There are a few states that only require an annual report every other year, and a very few that do not require any type of report. For example, Delaware does not require an annual report, although it does impose an annual franchise tax on LLCs.
In states that require an annual report (or biennial report), the report is usually filed with the secretary of state or the state office that handles business filings. In some states the report is filed with the revenue department, rather than the secretary of state. This is most likely to be the case in states that impose a franchise tax on LLCs.
The annual report’s main purpose is to make sure that both the public and the state have access to current information about the LLC. The annual report generally asks for only basic information regarding the limited liability company:
A few states permit the limited liability company to change its registered agent by indicating that on the annual report. However, because of the critical importance of the registered agent, most states require that a separate document be filed to report a change of registered agent.
The due date for the annual report is determined by the state and it varies widely from state to state. Many states have a specific due date for the annual report. For example, all North Dakota LLCs must file their annual reports by November 15. Other states, such as Wyoming, tie the annual report filing date to the anniversary month of formation. Failure to file the annual report within the period allowed by the state can have serious repercussions. If the failure persists long enough, the LLC can be administratively dissolved, which would expose the members to personal liability for business debts. An out-of-state LLC could have its certificate of authority revoked, depriving it of the right to bring lawsuits and increasing the risk of exposure to its members. Fines and interest charges can also be imposed on the LLC; and, in some states, fines can also be imposed on the LLC’s members.
For these reasons, it is critical that you are aware of when your annual report is due and that you file it on time and accurately. A professional business services company, such as CT, can help you track the deadlines and file the necessary documents.
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