A Beginner’s Guide to Annual Reports Part One: The Annual Report Requirement

An Overview of the Annual Report Requirement 

Once a new business entity forms, there are a number of statutory requirements the entity must satisfy in order to maintain its good standing. Specific requirements vary by state and entity type, but the most common post-formation requirement is the filing of an Annual Report.  Nearly every state requires a periodic report from an entity to confirm or update the information the entity provided at the time of formation.

This week, we begin a new blog series to share information on the Annual Report requirement, the process for filing Annual Reports and the consequences of a missed Annual Report filing deadline.

With only a few exceptions, every corporation, non-profit corporation, limited liability company (LLC), limited partnership (LP) and limited liability partnership (LLP) is required to file an Annual Report in every state where it is authorized to do business.

The primary purpose of an Annual Report is to provide the public with the information they need to locate and communicate with a business entity, so the information required is usually fairly basic: the entity’s legal name, principal office address, name and address for the entity’s Registered Agent and the name and address for officers and directors/members and managers/partners, etc.

Some states, however, use data from an Annual Report to determine the amount of franchise tax an entity owes. In these states, an entity will need to provide additional information, which may include the number of authorized shares, par value and details regarding the entity’s income and business assets.

When filing an annual report, you will want to research the state specific requirements in advance to be sure you have all of the necessary information at hand to avoid untimely or incomplete filing.

Be sure to check back next week for Part Two: How to File an Annual Report!

Need help filing an Annual Report? Contact CLAS Information Services at 800.952.5696 or connect@clasinfo.com. Our corporate filing and compliance experts are happy to assist you.

November 2015 State Holidays and Office Closures

State Holidays and Office Closures

Please note state filing offices occasionally make last-minute changes to their holiday closing schedules. We will update this list as we become aware of any such changes.

Date	State(s)	Holiday
Tuesday, November 3	IN	General Election Day
Wednesday, November 11	All States except WI CLAS will be Open	Veteran's Day
Thursday, November 26	All States CLAS will be Closed	Thanksgiving Day
Friday, November 27	AL, CA, CO, DE, FL, GA, IA, IL, IN, KS, KY, MD, ME, MI, MN, MS,  NE, NH, NC, NM, NV, OK, OR, PA,  SC, TN, TX, UT, VT, VA, WA, WV CLAS will be Closed	Day After Thanksgiving

CLAS Information Services understands that your job doesn't stop just because a state filing office is closed. Our online DIY Search™ and UCC eZFILE® systems provide users with anytime, anywhere access to perform UCC and lien searches, print online images and prepare UCC filings for submission as soon as the state resumes operations. Want to learn more? Contact Kacy Flowers at 800.952.5696 ext. 123 or connect@clasinfo.com.

A UCC Search to Reflect: What is it? Why do I need it?

A UCC Search to Reflect is a Critical Piece of the Due Diligence Process

After filing a UCC Financing Statement or Amendment, a conscientious secured party will request a search to reflect their filing.  A search to reflect is a UCC debtor search of the office where you filed a UCC document, performed after your filing posts to the index.  UCC experts and public records professionals agree that a search to reflect is a critical piece of the due diligence process.  

If you are not routinely performing a search to reflect after filing a UCC, consider the following:

A Search to Reflect Confirms Proper Indexing 

The indexing of UCC filings is still largely a manual process and errors do occur. A search to reflect will confirm how your filing is entered on the state’s searchable UCC index and reveal if the filing office committed any typographical errors when indexing your UCC filing.  Data entry errors in the debtor name are of particular concern as they can cause a filing to be difficult to locate in the public record and could put a secured party at risk.

A Search to Reflect Verifies Priority Position

Even if you performed a comprehensive pre-funding UCC search, another creditor could have filed a UCC or other lien naming your debtor after you performed your search, or a lien could have been missed on the initial search effort. A search to reflect will verify your priority position to collect, relative to other creditors who may hold a claim in the same collateral.

CLAS UCC eZFILE® users enjoy a simplified search to reflect process. Users can establish global defaults to request a search to reflect automatically with every filing. CLAS will then monitor the filing office index and initiate a search to reflect once the index date is sufficient to capture the user’s filing. Our highly skilled UCC department will also review the search and work with the state to correct any indexing errors on the client’s behalf. Not a UCC eZFILE® user? Click here to request a free system demo!

Top Five Reasons for Rejected Formation, Qualification Filings

Reduce Corporate Filing Rejections by Avoiding These Common Mistakes

Whether establishing a new business entity or expanding operations into a new state, a rejected corporate filing can be costly, not to mention frustrating. What follows is an overview of the top five reasons for rejection of formation or qualification documents.

1. Name is Not Available
A new business name must be unique. When a business formation or qualification document is submitted for filing, the filing office will check the business name against existing entities in their jurisdiction and will reject a document that lists a business name that is the same, or deceptively similar to that of an existing entity in that state.

2.    Incorrect or Outdated Form
Business filings must be submitted on the appropriate form for that state and entity type. A filing that is submitted for filing on an incorrect or outdated form will be rejected by the filing office. Keep in mind, states frequently make changes to their forms; the form you used for a previous filing may now be out of date.

3.    Supporting Documents Not Included
In most states, a foreign qualification filing must be accompanied by evidence of the entity’s formation in its home state – usually a certificate of status, though specific requirements vary by state and entity type.  A state filing office will reject a qualification filing that does not include the required supporting documents.

4. Missing or Non-Conforming Signatures
States establish rules for who may sign certain documents and what additional information must be provided about the signer. A document that is missing a required signature or does not conform to the state’s signatory requirements will be rejected by the filing office.

5. Proper Fees Not Remitted
The state will reject a document if the proper filing fees are not remitted. Keep in mind that the filing fee may be only a portion of the amount due. Some states have additional fees due at the time of filing including handling fees, prepayment of taxes, certification fees, expedited fees and more.

CLAS Information Services can help!  Trust CLAS with even your most complex business filing projects. Our highly trained staff of corporate experts can reserve your preferred business name for your exclusive use and will perform a thorough review of your document prior to submission to help guard against rejection.  To learn more about our comprehensive suite of corporate services, call CLAS at 800.952.5696.