What is an Annual Reports, Admin Dissolution and Re-Instatement of your Entity?

In most states all corporations doing business in their states must file an annual registration report. An Annual Report is a yearly statement that must be filed with the Office of the Secretary of State. The Annual Report is a form that must show the exact company name, principal office address, registered agent, registered office address and a list of the current officers and directors or members and managers.

To assist the Secretary of State in providing the most accurate information to the public, corporations and companies conducting business in the states are required by law to file annual reports with the Secretary of State.Failure to file an Annual Report by the due date will result in a status of bad standing, administrative dissolution or revocation of authority.

All companies may update the officers and directors or member and managers by making the change directly on the Annual Report or by adding an attachment.Corporations, limited liability companies, partnerships, and business trust may request a Statement of Change of Principal Office Address to change the principal office address and/or a Statement of Change of Registered Agent, Office, or Both to change the registered agent and/or registered office address in the space provided on the Annual Report. Annual Report will be mailed to the company's principal office address by the state.

All companies that have not filed an Annual Report by due date will be subject to administrative dissolution or revocation of Certificate of Authority.  Continuing to conduct business after either process has occurred could result in civil penalties.

Most states require corporations, limited liability companies, foreign corporations, domestic non profit, credit union, consumer cooperative corporations, domestic or foreign limited liability companies, and common interest development associations to update the records of the Secretary of State on an annual or biennial basis by filing a statement. It is also called statement of information.

The applicable filing period for a corporation is the calendar month during which its original Articles of Incorporation were filed. A corporation is required to file this statement even though it may not be actively engaged in business at the time this statement is due. Changes to information contained in a previously filed statement can be made by filing a new form, completed in its entirety.

The purpose of filing annual report is to comply with the law.The registration is also the means for changing officer, agent or address information.The filing also confirms that the entity still exists. If a company does not file its annual report of its anniversary date it will not be in good standing.

Annual report filing is a prerequisite for maintaining an active business status. In accordance with State law, businesses that fail to file annual reports for many consecutive years will be revoked. Information from the annual report is public and forms the core of the State's corporate/ business status reporting system. This information is relied on heavily by the commercial, financial and legal sectors.

You may use the annual report filing to change a registered agent or registered office for the business Remember that a registered agent must have an address and that the physical location of the registered office must be indicated. Individuals who may sign the annual report are specifically designated. For corporations, either the registered agent or a corporate officer may sign. Annual reports for other business types may be signed by any authorized representative.

Administrative dissolution means the corporation was “administratively dissolved” by the Secretary of State in accordance with State law.Sometimes the corporation is not aware this has occurred. In most instances, a corporation is administratively dissolved because it failed to file its annual registration with the Secretary of State.This often occurs because the corporation is “out of business.”  However, it is also very common that the corporation moved its offices, the Secretary of State was not notified of the change, and the corporation’s annual registration form was not forwarded to the new address.Many times the annual registration is not filed simply due to an oversight.

Administrative dissolution of a corporation by the Secretary of State may occur for the following reasons:

• Failure to file an annual report
• Failure to pay franchise taxes
• Failure to maintain a registered agent
• Fraud upon the state.

However, as with a voluntary dissolution, administrative dissolution does not mean the corporation has ceased its existence. Administrative dissolution does not terminate the authority of the corporation's registered agent.

Before an administrative dissolution occurs, the Secretary of State must provide written notice by mail that the corporation is to be dissolved. The corporation then has xxx days in which to correct or explain the situation. If it does not, the corporation may be administratively dissolved.

If your entity has been administratively dissolved or your entity's certificate has been cancelled or rescinded, you may request a reinstatement packet.

A corporation or limited liability company may be Administratively Dissolved if the entity in question falls into delinquent status for failure to file its required annual report and fails to correct that status within a certain time,after appropriate notification attempts by the Department. Administrative Dissolution is the termination of existence of the entity by this department.

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