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Now that you've finished incorporation or forming an LLC...Do you often wonder whether or not you are undertaking proper procedures to confirm that your corporation or LLC remains in compliance with corporate laws? Do you even know what you need to do to maintain corporate compliance?
The following are some of the items that you should consider to maintain "active" and "in good standing" status with the Secretary of State:
Articles of Amendment
Many states require that a corporation or limited liability company (LLC) file Articles of Amendment (or a "Certificate of Amendment") when making an addition to, deleting from, or otherwise altering the existing provisions of the Articles of Incorporation/Organization. If you have undertaken any of these actions in your corporation or LLC, make sure that you file the necessary Articles (or Certificate) of Amendment.
Foreign Qualifications for Corporations and LLCs
Where a Corporation or LLC is formed in one state, yet has an office in another state, that company must qualify as a "Foreign Corporation" (or Foreign LLC) within the "foreign" state of operation. This is most often the case where a Corporation or LLC is formed in Delaware or Nevada, for example, yet operates in another state – or when a corporation expands its offices beyond its home state of incorporation. In either of these instances, it is important to qualify to do business in the foreign state so that your Corporation or LLC may operate as a foreign entity within that state.
Annual Reports/Statement of Information
In most jurisdictions, Corporations and LLCs are required to pay annual fees and taxes for the privilege of operating as a corporate entity. In addition to these annual fees, most states also require that Corporations (and often LLCs) submit information about corporate activities or corporate changes that will become public record. In most states, this information report is referred to as an "Initial/Annual Report" or "Statement of Information".
Corporations and LLCs are required to file this Initial/Annual Report/Statement of Information even though they may not be actively engaged in business at the time this filing is due. The applicable filing period varies by state and, in most cases, the fees associated with these "informational filings" are nominal. However, if you fail to provide the required information in a timely manner, your Corporation and/or LLC could be subject to suspension and/or revocation in addition to any penalties or late fees the state may impose.
Fictitious Business Name or DBA
A "DBA" ("Doing Business As") is an official and public registration of a business name. The business may be a sole proprietorship, partnership, corporation, limited liability company (LLC), or any other type of business entity. DBAs are also known as Fictitious Business Names, Assumed Names, and Trade Names. DBAs are most commonly filed for one of two purposes: to register a business name for a non-state-level business entity (such as a sole proprietorship) for purposes of conducting business, marketing and/or banking; or to register an alternate name for a state-level entity (such as a corporation or LLC) that intends to conduct business under names other than or in addition to its legal name. In many cases DBA registrations are required by law or by banking institutions. Even when not required by law, anytime an individual or company is using a business name in commerce it is wise to file a DBA. As such, if you are incorporated under one name (ex. "ABC, Inc." ), but you do business under a different name (ex. "abc.com"), it is wise to register your fictitious business name in all relevant jurisdictions.
Registered Agent Services
A registered agent is an individual or entity designated by a Corporation or LLC to accept official documents on behalf of the corporation. The registered agent must be a resident of the state of incorporation or foreign qualification. In addition, the registered agent must maintain a physical address within that state and must be available to accept service of process on behalf of the corporation during standard business hours. A Corporation or LLC must maintain current and up-to-date Registered Agent information with the Secretary of State.
Corporate Kits
Maintenance of your corporate documents is vital to ensure that your corporation maintains its good standing and continues to benefit from the advantages of incorporation (limited liability, separate existence, etc.). A great way to document and maintain all of your relevant corporate information is to utilize MyCorporation.com's Elite Corporate Kit. This provides you with a safe place to store your corporate documents. Each Elite Corporate Kit comes with your Corporation's name embossed in Gold on the matching slipcase. The Kit also includes a steel, handheld corporate embosser with your company's name and year of filing, sample bylaws and minutes, stock transfer ledger, and 20 customized corporate share certificates.
Maintaining corporate compliance is crucial – both to maintain good status with the Secretary of State and to ensure that you are taking advantage of the benefits of being a Corporation or LLC. MyCorporation.com can assist you with any of the above-referenced state filings, and can provide you with corporate kits for storage and safe-keeping of these documents. Feel free to contact our experienced filing specialists with any questions you might have.