Risk Management Blog

The Secretary of State requires each company organized or incorporated within a State to file an Annual Report as a means of keeping the Secretary of State updated with registered agents, addresses, officers, directors, members and managers. The fee and due dates for these Annual Reports vary from state to state but all states require you to file on an annual basis. If nothing has changed most states will have a box at the top of the form or box on the online filing which indicates that no change has occurred with your entity.

It is especially important to make necessary changes to addresses and registered agents on the Annual Report so that the Secretary of State may notify your company of issues surrounding any filing and/or the filing of any lawsuit naming your company as a party which has been served upon the Secretary of State on your company’s behalf.  If the Secretary of State cannot find your company because the address has not been updated, you run the risk of not knowing that such a lawsuit has been filed.

Also, if you do not file the Annual Report in a timely manner, the Secretary of State can administratively dissolve your company.  If your company is administratively dissolved, your company is no longer in good standing with the State, though it may still be sued.  If your company is no longer in good standing, company business may be slowed because potential creditors or buyers may refuse to do business with a company that is not in good standing. If an administrative dissolution does occur, you must file the delinquent Annual Report(s) as well as an Application to reinstate with the Secretary of State, which carries a filing fee as well. Most states will also require a late fee to be paid along with the delinquent Annual Report(s).