When you form an LLC or corporation in any state, you will need to perform periodic maintenance to keep your company active and in good standing with the state. Below, you’ll find a list of the typical business maintenance required:
|Required Business Maintenance|
In most states, these reports simply require members or directors to verify the company information on file with the state. Reporting due dates vary by state and may be biennial, or in Pennsylvania, due every 10 years. In almost every state, reports also have a filing fee due. Some state annual reports are also known as franchise taxes.
|One-Time Business Maintenance Filings|
|S Corp Election
Both LLCs and corporations can elect to be taxed as an S corporation. To choose this tax election, you must file Form 2553 with the IRS.
|Change Registered Agent
To change a company’s registered agent, you will need to file a change of agent form with the state.
When your company begins to do business in another state, your business must register with that state. This process is called foreign qualification. Businesses formed in other states are called “foreigns.” The qualification form is similar to the company’s formation documents. You will also be required to get a certificate of good standing (see below) from your home state.
|Withdrawal of a Foreign LLC or Corporation
If your company ceases to do business in a state where you had previously attained foreign qualification, you will have to seek a withdrawal. This form cuts a business’ ties to a foreign state.
To formally dissolve your business, you will need to file articles of dissolution with the state. This can be an important step in closing a business, so that your company doesn’t accrue unpaid state fees and fines.
To make an amendment to the company’s articles (formation documents), such as a change in members or directors, business name, or business address, you can file a formal amendment with the state.
If you have previously dissolved a company or it has been shuttered by the state, you may be able to revive or reinstate the company by filing articles of reinstatement. You will also need to pay any outstanding fees or fines to the state before the company is revived
|Certificate of Good Standing
A certificate of good standing is a document from your home state stating that your company had been formed with the state and is currently active. In many states, you can obtain this certificate online from the division of corporations or secretary of state.
To obtain a certified copy of your company’s formation documents, amendments, or other document you’ve filed with the state, you can typically pay a small fee and receive either paper copies through the mail, or downloadable pdfs from the state website.
An apostille certifies the authenticity of a document. Typically this is required if you need to provide company documentation in a different country.
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