Owners or members of a limited liability company (LLC) should familiarize themselves with their state’s LLC annual report filing requirement. An LLC annual report is sometimes called a “Statement of Information” which must be filed with an applicable state administrative agency or regulatory authority. Since LLCs are creatures of state statutes, each state has different rules on whether you must file an LLC report, how often and when the report needs to be filed, what filing fees must be paid, and if other documents need to be filed if there have been key changes to an LLC. Here are some considerations to review regarding your LLC’s Statement of Information.
- Determine If You Must File An LLC Annual Report. As an LLC owner, you must first determine if your state even requires you to file an annual report or Statement of Information. In an effort to improve their business climate, a number of states do not require LLCs to make annual reports, such as Delaware, Ohio, and South Carolina. However, most states do require an LLC Statement of Information. These reports offer an opportunity for the governing state authority to find out the general state of your LLC and to determine if your LLC is still operating. Most states provide a simple form for LLC members to fill out. These forms usually ask for such information as your LLC’s name and federal identification number, principal place of business and business purpose, owners’ identities and addresses, authorized signatories for legal documents and registered agents for purposes of being served regulatory or court documents. In some instances, you may have to complete other government forms if you decide to undertake material changes, such as amending your LLC’s name or voluntarily dissolving your LLC.
- Look Into How Often Annual Reports Must Be Filed. The term “annual” report is a bit of a misnomer as not all states require LLCs to file a yearly Statement of Information. While most states still require an annual report, the time period between reports varies depending upon your LLC’s applicable state laws. After an initial filing, some states, such as California, Iowa, and Indiana, mandate that LLCs file biennially or every other year, typically during the odd years. Pennsylvania only requires recently-formed LLCs to file reports every ten years.
- Check Filing Dates For Your LLC’s Annual Reports. Besides how often you must file, you also need to determine the appropriate date or deadline for making your report. Each state determines its own filing deadlines for your Statement of Information. Some states set forth one uniform date for all LLCs to file their reports. Other states opt to have LLCs file on or before the anniversary date of their formation, sometimes on the exact anniversary date or the first day or last day of your LLC’s anniversary month. Other states set a range of several months in which you must file your report.
- Factor In Costs to File Your LLC’s Annual Report. Depending upon the state, you may need to pay a fee to file your Statement of Information. Filing fees vary greatly between states. Some states only collect a nominal fee, such as $10, while others may charge hundreds of dollars to file.
- Think About Possible Consequences For Failing To File. Failing to file a required LLC Statement of Information could result in a number of potential consequences. In some states, the governing authority may involuntarily or administratively dissolve your LLC if you fail to timely file your Statement of Information. In other instances, you may have to pay any outstanding fees or taxes owed plus any applicable late penalties if you failed to file your reports in previous years in order to retain your LLC status. If you lose your LLC status, then you will lose the entity’s limited liability protections. Furthermore, you could be in breach or default of your duties under your operating agreement or your LLC’s loan and insurance obligations.
Fortunately, most states keep LLC reporting to a minimum and often provide online reporting options to help reduce paperwork and mailing costs. Check with the Secretary of State’s Office or other relevant government regulatory authority to find out the current requirements on filing your LLC’s Statement of Information. For more on the LLC annual filing requirements for your state, see Nolo's article, 50-State Guide to Annual Report and Tax Filing Requirements for LLCs.