Depending on your type of business, you may be required to file periodic reports with the Secretary of State. Keeping your business up-to-date ensures that you stay in compliance and meet the obligations necessary to remain in operation.
What is a periodic report? Which businesses are required to submit periodic reports? While this guide can't provide legal advice, it will explain more about these documents and how to create your own periodic report.
What is a periodic report?
A periodic report is a document that you'll file with the Secretary of State to ensure that your information on file is current and accurate. This filing also ensures that your current information is available to the public.
Even if nothing has changed, you must still file a periodic report according to your state's requirements. Failure to do so can result in legal consequences and even jeopardize your business.
Bear in mind that not every state calls this document a "periodic report." Common names for this document include:
- Business Renewal (Report)
- Annual Report
- Annual Renewal (Report)
- Annual List
- Statement of Information
- Business Entity Report
- Annual Registration
Regardless of the exact name, the basic requirements remain the same, with slight variation between states.
Who is required to file a periodic report?
The requirement to file a periodic report depends on your specific type of entity. The following types of businesses are required to submit periodic reports:
- Nonprofit corporations
- Limited liability companies (LLCs)
- Foreign entities
It's important to understand your state's specific requirements for filing periodic reports. For example, some states have different deadlines for each type of business entity listed above.
Here's where it gets more confusing — some states have different requirements for filing these documents entirely. Here are some examples:
In Ohio, the rules differ remarkably for each of the following business entities:
- Domestic corporations: Must file biennially
- Limited liability partnerships (LLPs): Must file biennially
- Nonprofits: Must file every five years
- LLCs: Do not have to file
- Foreign professional corporations: Do not have to file
Note that this differs from other states, where each entity is simply required to file a report on an annual basis.
Arizona, Missouri, New Mexico, and South Carolina
If you operate a business in one of these states, then you'll only have to file a yearly report if you're a corporation. Limited Liability Companies (LLCs) are exempt from periodic reporting in these states.
What general information is included in a periodic report?
The purpose of filing a periodic report is to update the state department about any changes in your business since the last reporting period.
States can differ when it comes to the information included in the report. When you file, you'll usually be filling out an electronic form on your Secretary of State's website. You can expect to provide information that includes:
- Your company's principal office address
- The name and contact information of at least one officer or director
- The company's registered agent information (name, contact details)
- The nature of your business
But as you might expect, it's not that simple for every state. For example, there are several states where corporations must provide additional data when filing their report. These states include:
In California, corporations will have to provide additional data on their report, including:
- The name(s) of their CEO (or equivalent)
- The name(s) of the Secretary (or equivalent)
- The name(s) of the CFO (or equivalent)
The yearly report will basically include officer titles, names, and contact details of senior leadership.
If you operate a corporation in Oregon, you must list both a President and Secretary on your annual reports. The reporting form will include space for these officers, allowing you to fill in their details.
In the state of New York, corporations are required to list the CEO on their biennial report. No other officers are required to be listed.
Financial information to include in a financial report
Only around one in four states actually require financial details in your periodic report, and even then, these requirements are limited to corporations. The following states will require financial details when filing your reports:
- Rhode Island
- West Virginia
What sort of financial information will you be expected to provide? Usually, it has to do with your corporation's stock structure. This information might include such details as:
- The class of stock (i.e., common vs. preferred stock)
- The number of authorized shares of stock
- The number of issued shares of stock
- The number of outstanding shares of stock
- The par value of your stock
- The names of shareholders/their percentage of ownership
Additionally, check with your state for periodic report filing requirements. In some cases, the financial information you report must reflect the current day, while other states will require you to provide data that reflects the end of either the fiscal year or calendar year.
Benefits of periodic reporting
Why is period report filing so important? There are several reasons why you'll want to keep your business entity's history up-to-date. Here are just a few basic reasons why it's important to stay current with your reporting data:
Comply with legal requirements
The most immediate benefit of reporting is that you remain in compliance with all of your state requirements. While some states offer as long as a two-month grace period, if you fail to file by your due date, you could face a late fee or even run the risk of having your business shut down until you meet your reporting requirements.
Make regular updates to your business
Think of these requirements as an opportunity. After all, business organizations change all of the time. Your periodic report provides a great opportunity to update your business entity's status, mailing address, and more.
Renewal of trademarks and trade names
If your company maintains any trademarks or trade names, the periodic reporting process will provide you with the opportunity for renewal. This renewal can be important because allowing any registered names to lapse can have adverse consequences for your regular business operations.
Maintain an accurate record
Remember, your business name and details are a matter of public record. You want to ensure that things like your contact details and street address are up-to-date and accurate.
While this information might be located on your company website, it's also important to have this information updated as an official record and can ensure that you receive future correspondence from the local government, financial institutions, and more.
How to file your periodic report
The good news is that you rely on the form provided on your Secretary of State's website to create your periodic report. You can then file it online and stay up-to-date and compliant more easily.
Every state's online filing process will look a bit different, but here's what you can generally expect when you file your periodic report:
Find your reporting month
Due dates can vary by state. This confusion is especially likely when some states expect you to file on an annual vs. a biennial basis. For most states, the reporting month is the same as the month in which you first filed your articles of incorporation.
If you're not sure of your periodic report month, you can find it online by doing the following:
- Go to your business organizations page
- Select "search business database" from the top menu
- Enter your record name or company's ID number
- Select your company ID number from the search results
- Click "confirm" to begin the online filing process
As a courtesy, you may receive subsequent notices via email to let you know when your periodic reports are due. You can also file your report as much as two months in advance (for some states).
Follow the prompts to update your periodic report
The main portion of the filing process will be governed by the actual website at this point, and you'll simply need to fill out your business entity's summary using the electronic form(s) provided.
Specifically, you'll enter:
- Your business ID number
- Your business entity name
- The state in which your company was formed
- Your principal street or mailing address
- Your company's email address
- The name and contact details of your registered agent
- The full name and contact details of the individual filing the report
Again, some states will request additional information depending on the nature of your company, including information about senior leadership, stocks, and more.
Pay your filing fee
Once you enter the information into your periodic report, you'll click "submit" (or its equivalent). You'll likely get a chance to look over your information before making your official report.
When submitting your report, you'll be asked to pay a modest filing fee. Since you're submitting your report online, your state will typically accept most major credit cards and debit cards.
After that, you're done. You'll probably receive a confirmation email, which you can save for your records. Your company will now be in compliance until the next reporting deadline, usually a year from the time you submit this document.
Stay on top of your administrative tasks
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Frequently asked questions
Please consult your local tax advisor for specific questions about your company's finances. But here are the answers to some common questions related to periodic reporting:
Just as due dates can vary between states, so can filing fees. Usually, these fees are nominal. For instance, in Colorado, periodic report filing fees are only $10 for every type of corporate entity.
You can pay this fee online using your debit or credit card. And like other types of fees and expenses, you may be able to deduct this cost from your annual business taxes, though you'll need to save documentation to verify this expense.
Most reports are due on an annual basis. You can find your precise periodic report month through the Secretary of State's website. Typically, this month is the same as the month in which your company was officially formed and registered.
Depending on your state, your deadline could be as late as three months after the first day of your periodic report month. Additionally, some states offer a two-month grace period, which means that you won't be penalized for missing your deadline.
Your state may send you an email to remind you about your reporting requirement. But don't simply wait for this email, which could just as easily end up in a spam folder. Mark your calendar, and make this reporting a regular part of your administrative activities.
Anyone you give authority to can file periodic reports on behalf of your company. You can also specify a registered agent. A registered agent is an individual who is able to receive legal summons on your behalf but, in this context, may also be assigned to these sorts of regulatory issues and reporting requirements.
In some cases, you may be able to outsource these needs to a third-party registered agent, who will then ensure that you meet your yearly/biennial deadlines with minimal input. This approach allows you to stay in compliance with your reporting requirements without having to worry about going through the process yourself.