All states impose a reporting obligation on some or all domestic and foreign business entities. They also penalize companies that don’t comply, which is why it is so important to be familiar with reporting requirements.
Key takeaways:
- Most entities must file annual or periodic reports to keep states updated with accurate business information.
- Requirements vary widely by state, including due dates, forms, fees, and special rules.
- Missing a report can trigger penalties, loss of good standing, or administrative dissolution.
What is an annual report?
Statutory business entities — which include business corporations, nonprofit corporations, limited liability companies (LLCs), limited partnerships (LPs), and limited liability partnerships (LLPs) — are generally required to file an information report with the business entity filing office of their formation state and of every foreign state in which they are qualified to do business.
The purpose of the annual report filing requirement is to provide the public, investors, the filing office, and other government agencies with the information necessary to locate and communicate with companies formed or doing business in the state.
This is typically referred to as an annual report requirement for obvious reasons — in most cases, the information has to be provided every year, and the document delivered to the filing office is called an annual report.
However, there are a few states where the filing is due biennially and a few states where the document is called something other than an “annual report”, even when it is due annually. For example, some states call it a Statement of Information, a Periodic Report, or an Annual Registration.
Annual report filing requirements
One requirement imposed by the state corporation and LLC statutes is for corporations and LLCs to file an annual report in the formation state and every state where they are qualified or registered to do business. This requirement usually begins the year after formation or foreign qualification and continues until the corporation or LLC has formally dissolved in the formation state or withdrawn from the foreign state.
These are general rules. Some states require a report every other year instead of annually. A few do not have any information reporting requirements for some entity types. And some require an initial report within a short period of time of formation or foreign qualification.
Also, the information required to be set forth in an annual report differs from state to state. In fact, it can also differ within a state from business entity type to business entity type.
The business entity statutes prescribe the minimum required content. The filing office may be authorized to require additional information that will aid in the filing process. Typically, however, the annual report must include, at a minimum:
- The company’s legal name
- In the case of a foreign company, the fictitious name it qualified under, if any
- The principal office address in the state, if any
- The principal office address wherever located
- The registered agent’s name
- The registered office address
- The names and business addresses of directors and officers (for a corporation), managers and members (for an LLC) or partners (for an LP or LLP)
Filing details for annual reports
The states also vary greatly when it comes to filing details. For example:
- Due dates. Some states require annual reports to be filed before a fixed calendar date. Other states have a due date based on the anniversary of formation or qualification.
- Forms. Some states prepare forms for each company, preprinted with the most current information on file. Others provide blank forms that must be filled out. In states with online filing, the information is typed directly into the filing office’s website.
- Filing method. In some states, the information report may be delivered to the filing office in paper form or electronically. Others will only accept reports that are filed electronically.
- Fees. Most states require a filing fee to accompany the report. The fee may be a flat rate or it may be variable. A variable rate may be based on a corporation’s authorized shares, the number of an LLC’s members or an LP or LLP’s partners, or some other basis. Some states charge nonprofit corporations no fee or a reduced fee. Some states have different fees for online filing and paper filing.
- Special requirements for certain types of companies. Some states have separate requirements for certain types of companies, or companies involved in certain types of businesses. For example:
- Illinois - An entity that files Form EEO-1 has to attach a copy of the Workplace Demographic Data portion of the form to its annual report
- Indiana - Health care entities must include beneficial ownership information
- North Dakota - Requires farming and ranching corporations and LLCs to file a different annual report than other corporations and LLCs.
