Corporate compliance desk USA

Research steps taken and summary of findings for preparing comprehensive blog/newsletter content on 'Corporate compliance desk USA' (target audience: US business owners, LLC founders). Steps taken:

Performed broad web searches to gather authoritative federal and state guidance (Secretary of State sites, state revenue/Comptroller pages, IRS) using the search_and_extract tool.

Scraped and extracted state-specific compliance pages (CA, DE, TX, NY, FL) to capture deadlines, filing frequency, fees, penalties, and filing portals using the extract_engine tool.

Follow-up searches to confirm New York biennial statement details. Summary of relevant information and recommended content to include in the blog/newsletter (comprehensive, actionable)

A. Core statutory/state-level compliance obligations (common to most states) - Annual or periodic reports (often called Annual Report, Statement of Information, Biennial Statement) required to keep entity in good standing; frequency varies by state (annual, biennial, etc.). - Maintain a registered agent and registered office in the state; must keep agent information current. - Foreign qualification required to transact business in states other than formation state; failure can lead to penalties and inability to access state courts. - Franchise taxes or annual entity taxes in many states (amounts and formulas vary). - Assumed name (“DBA”) registration when doing business under a name other than the formation name. - Recordkeeping and internal governance (operating agreement or bylaws, minutes/meeting records, membership/shareholder records). B. Federal compliance fundamentals (must be included and linked to authoritative sources) - EIN (Employer Identification Number) from IRS for tax reporting, hiring, and bank accounts. - Employer obligations: payroll taxes, federal withholding, unemployment taxes and DOL/IRS employer rules. - Federal filings that may affect entities (beneficial ownership reporting/BOI—federal rules require certain beneficial ownership info filing; states may link to federal BOI guidance). C. State-specific key deadlines, fees, and notes (authoritative excerpts included below): - California (Secretary of State) — Statements of Information: - Initial Statement due within 90 days of filing Articles of Organization; then a Statement every two years (biennial). Filing window tied to the anniversary filing month. - Secretary of State filing portal: bizfileonline.sos.ca.gov - Filing fee: $20 for LLC Statement of Information (per state site and guidance). - Penalties: Failure to file may result in penalties assessed by the Franchise Tax Board and suspension or forfeiture. (Source: CA Secretary of State) - Delaware (Division of Corporations) — LLC/LP/GP taxes: - Delaware LLCs, LPs, and GPs: $300 annual tax due on or before June 1; no separate Annual Report filing required for these entity types (for corporations different rules apply). - Penalty for nonpayment: $200 plus 1.5% interest per month on tax and penalty. - For corporations, annual report and franchise tax rules (due March 1 for corporations) and specific fee/tax calculation methods apply. (Source: Delaware Division of Corporations) - Texas (Comptroller) — Franchise Tax & Reports: - Franchise tax report (and payment if applicable) due May 15 each year (next business day if weekend/holiday). - Key thresholds and rates: No Tax Due threshold $2,650,000 (reporting threshold); tax rates example: 0.375% for retail/wholesale, 0.75% for other businesses; other computations may apply. - Texas also requires public information reporting and franchise account maintenance; final reports required when terminating or withdrawing. (Source: Texas Comptroller) - New York (Department of State) — Biennial Statements: - Corporations and LLCs must file a Biennial Statement every two years during the calendar month of the entity’s original filing (anniversary month). - Fee: $9 filing fee for Biennial Statement. - Filing portal: NY e-Statement Filing Service ( https://filing.dos.ny.gov/eBiennialWeb/ ). - Failure to file marks the entity as past due and may affect Certificate of Status; entities should update addresses for service of process. (Source: NY Department of State) - Florida (Division of Corporations / Sunbiz) — Annual Reports: - Annual reports required each year to maintain active status. Profit entities generally must file by May 1 for payment-by-check premark; online deadlines tied to September dates to avoid administrative dissolution. - Late fee: For 2025 example, a $400 late fee is imposed if not filed by May 1 for certain deadlines; administrative dissolution can occur if not filed by the statutory deadline (third Friday in September leads to dissolution at fourth Friday). - Florida fees for e-filing vary by entity type (example: LLC electronic fee noted on Sunbiz pages); the portal: services.sunbiz.org/Filings/AnnualReport/FilingStart. (Source: Florida Division of Corporations / Sunbiz) D. Practical guidance and checklists for a 'Corporate compliance desk USA' product or blog: - Immediate checklist for new LLC founders / business owners:

Obtain EIN from IRS and open separate business bank account.

Draft and adopt an Operating Agreement (LLC) or Bylaws (corporation).

Designate and maintain a registered agent (and update agent info promptly).

Calendar state filing deadlines (annual/biennial, franchise tax, state income/franchise tax returns) and federal tax deadlines.

Identify industry, local, county and city licenses/permits and renewals.

Maintain corporate records

formation documents, meeting minutes, membership ledgers, capital contribution records.

If doing business out-of-state, foreign qualify and register in those states; update tax registrations.

Check for Beneficial Ownership (BOI) reporting requirements and prepare to file if required. - Suggested compliance-desk services/features to highlight in content

- Automated calendar and reminders for multi-state filings and franchise tax payments. - Registered-agent service nationwide with change-notification workflows. - Document templates (Operating Agreement, minutes, resolutions, annual report filing guides) and sample timelines. - State-specific filing guides and direct links to filing portals. - Penalty and reinstatement guidance (steps to reinstate after administrative dissolution). - Optional managed filing (pay-and-file) or DIY instructions with screenshots/links. E. Penalties and consequences to emphasize: - Loss of good standing, inability to enforce contracts in state courts, exposure to personal liability if corporate formalities are ignored, administrative dissolution/revocation, monetary penalties and interest, tax assessments. F. Next recommended research/resources to include in the final blog (if expanding further): - Direct IRS employer and payroll pages (EIN application, publication 15, employment taxes). - DOL guidance for wage/hour and labor compliance (for employers). - State-by-state matrix (all 50 states + DC) summarizing: report frequency, filing portal link, standard fee, key tax rules (franchise tax or LLC fee), late penalties, registered agent requirements — to be linked in the blog as a downloadable compliance calendar. Citations and verbatim excerpts supporting the summary (each citation used above):