Annual Corporate Filings

Annual Corporate Filings
Annual corporate filings are essential requirements that ensure a business remains in good standing.

Businesses must undertake a comprehensive review of their business to understand its current stage, determine whether prior annual corporate filing obligations still apply, and assess if filing requirements have changed due to fundamental shifts in the business.

Filing requirements can vary depending on the company’s stage, making it crucial to stay informed about the specific obligations that apply at each phase. Additionally, businesses must keep up with any updates to reporting requirements. Meeting these compliance obligations is vital for business continuity and helps safeguard the company against potential risks.

Jacko Law Group helps clients form and grow their businesses, providing legal and compliance support at every stage of the company’s growth. We also assist in ensuring that Annual Corporate Filings align with the current stage of the business.

Existing Businesses
Existing businesses have several filing obligations to meet to maintain compliance and strengthen corporate governance:

• Annual Meetings: Corporations are required to hold annual shareholder/director meetings and maintain corporate minutes documenting any key decisions and material changes to the business.
• Annual/Biennial Reports: California (and several other U.S. states) requires businesses to file a “Statement of Information” annually or biennially, depending on the entity type, to maintain good standing.
• Amendments to Governing Documents: Changes to the business must be documented in the company’s bylaws, operating agreements, and partnership agreements.
• Stock Ledger and Certificate Maintenance: Corporations must maintain records of shareholders and information related to the shares held, including transaction dates. It is also important to ensure the information aligns with shareholder agreements and corporate bylaws.

Newly Formed Businesses
Setting a strong foundation for a new entity can pave the way for long-term success. This requires taking the necessary steps to meet filing obligations, including:

• Entity Formation: New businesses must file the appropriate documentation to legally form their company. The structure of the entity determines whether the business should file Articles of Incorporation (for corporations) or Articles of Organization (for LLCs).
• Governing Agreements: A new business must establish governing agreements pertinent to the structure and organization of the entity, including partnership or shareholder agreements, operating agreements, and corporate bylaws.
• Employer Identification Number (EIN): New businesses should obtain an EIN for tax purposes and financial operations.
• Blue Sky Laws and Other Securities Filings: Businesses that issue securities (or plan to issue securities) must understand both state and federal regulations and file accordingly.
• Initial Statement of Information: New LLCs and corporations registered in California must file an initial “Statement of Information” with the Secretary of State within 90 days of formation.

Businesses in Transition (Ownership Transition)
Businesses undergoing a transition, such as succession planning, are obligated to ensure the process aligns with a robust business continuity plan:

• Corporate Governance: It is essential to update operating agreements, client agreements, shareholder agreements, or partnership agreements to reflect new ownership.
• State & Federal Registration: Businesses must ensure that all business registrations, such as licenses and tax information, reflect the change in ownership.
• Corporate Records: Updating all corporate records, such as the stock ledger, to reflect the new ownership structure is key to avoiding any complications in the transition process. This is especially important for businesses that issue shares or have shareholders.

Businesses are required to meet their Annual Corporate Filing obligations. However, changing regulations, new administration, and the business’s evolution can make it challenging for a company to fully understand and meet its filing requirements.

If you would like assistance with determining and meeting your Annual Corporate Filing obligations, please call us at 619.298.2880 or email [email protected]. JLG serves as Agent of Service of Process for our clients and our team is ready to help!