Every state and certain federal agencies require the filing of properly completed corporate forms in a timely fashion. Failure to file accurate forms on time will lead to substantial fines and, in some cases, dissolution of the corporation.
Once the initial organizational forms are filed with the appropriate state agency charged with the regulation of corporations, annual or biannual updates will also need to be filed. In addition, when there is a significant change in corporate management or structure notifications of these changes need to be filed.
It can be challenging to determine what needs to be filed and when it should be. Each state has enacted its own set of regulations for this process. Many have adopted variations of the Uniform Commercial Code. The degree to which the states have adopted this code varies from ignoring the code to verbatim adoption of entire sections. Corporate officers would do well to familiarize themselves with what their state and federal agencies, particularly the Securities and Exchange Commission, require and when these filings are due.
Each state and the Securities and Exchange Commission provide lists, available by mail or online, of the required filings based on type of corporate entity. These document packages come with filing instructions. Some states even have downloadable or fillable forms online and allow for electronic submission. Be aware, though, that certain Uniform Commercial Code forms adopted by states are not available online. These can be purchased as blanks in a lawyer’s stationary store or office supply stores.
In addition, there are filing companies advertised online that will sell packages of fillable forms or blanks. For additional fees, some offer a filing service to file corporate documents on behalf of a business entity on the state and federal level.
It is good corporate practice to visit the websites of federal and state agencies that oversee corporate filings. Keep an eye on the links for various forms listed on the site. If it sounds like it may be a necessary filing, then click on it. Ask questions. Reaching out to build communication with regulators will pay dividends at some point in the future. These sites provide valuable tools and educational material well worth the time to read.
Check quarterly to determine whether a corporate filing is due. If there has been a major change in the composition of officers or key personnel, a filing is most likely required. Major changes in capital structure also require filings.