End-of-year compliance checklist for corporations

Business licenses

Many licenses require annual renewal, while some need to be renewed every two years. Plus, certain business activities may have triggered licensing changes. During the year, did you add or close a location, participate in a merger or acquisition, or add a new product or service? If so, you may have to obtain additional licenses or even cancel some. Now is the time to verify that you meet all licensing requirements.

Foreign qualification

If you’ve conducted activities outside your formation state that constitute “doing business” in those states, you may be subject to a number of foreign qualification requirements. These include registering to do business with the state's corporation filing office, appointing a Registered Agent, and maintaining a registered office in that state. Failure to foreign qualify can lead to fines, loss of access to state courts, and other penalties.

Related guide: What constitutes doing business

Dissolutions and withdrawals

Steps must be taken to properly dissolve a corporation in the state of formation and withdraw from all states where it has registered. Doing so before year-end will eliminate the need to file a partial-year tax return for next year and may reduce other tax liabilities as well.

Annual reports

To remain in good standing, it's important to fulfill all annual report requirements. This includes filing delinquent reports for corporations that were dissolved during the year.

Annual Meeting

Annual meetings are mandated for corporations to elect directors, engage with shareholders, and to conduct other relevant business. They are also required to document the proceedings. Corporations that have not held their 2025 annual meeting yet should promptly schedule it before the year ends.

Amendments

Don’t forget that some changes to a corporation require the formation document (Articles of Incorporation) to be amended. For example, if a corporation underwent a name change, you will have to file articles of amendment for the change to be legally effective. And if the corporation is qualified in foreign states, an amendment to the certificate of authority will be required as well. Make sure all required amendments were filed and that the state’s records on your company are up to date. And if not, be sure to get those amendments filed.

Summary

As the year draws to a close, it's crucial to ensure that your corporation is in full compliance with all necessary regulations and requirements. By following this end-of-year checklist, you can address any outstanding issues and prepare your business for a successful year ahead. Remember, staying proactive with compliance not only helps avoid penalties but also positions your corporation for stability. For more information and resources, download our comprehensive checklist or contact us.