Statutory compliance for U.S. companies

Statutory compliance for U.S. companies involves adhering to a complex web of federal and state regulations. For business owners and LLC founders, understanding these obligations is crucial to avoid penalties and maintain good standing.

Key areas include formation and internal governance, federal tax and employer obligations, employment law and workplace posting requirements, and OSHA safety standards. For internal governance, corporations must adopt bylaws, hold director/shareholder meetings, and keep minutes, while LLCs should maintain an operating agreement and membership records.

Federal tax obligations involve obtaining an EIN, registering for payroll taxes, withholding federal income tax, Social Security, and Medicare, and filing Forms 941 (quarterly) or 944 (annual), and Form 940 for FUTA.

Employers must also furnish W-2s by January 31 and file them with the SSA, making federal tax deposits electronically. Information returns like 1099-NEC and 1099-MISC are required for nonemployee payments.

Employment law mandates compliance with federal statutes such as FLSA, FMLA, OSHA, and ADA, which impose posting and employee-rights obligations. The Department of Labor (DOL) provides an elaws Poster Advisor and printable posters, while OSHA requires posting its 'Job Safety and Health: It's the Law' poster and maintaining a safe workplace.

Employers must also comply with OSHA standards, the General Duty Clause, and injury/illness recordkeeping and reporting, with OSHA offering no-cost On-Site Consultation for small businesses. A significant update concerns Beneficial Ownership Information (BOI) under the Corporate Transparency Act.

FinCEN issued an interim final rule on March 26, 2025, revising the definition of 'reporting company' to primarily cover foreign entities. Domestic reporting companies and U.S. persons are largely exempt from BOI reporting requirements.

Foreign reporting companies registered before March 26, 2025, must file by April 25, 2025. It's important to monitor FinCEN guidance and be aware that FinCEN does not charge filing fees.

State-level ongoing obligations typically include annual or biennial reports and fees, and some states impose franchise taxes. Businesses must maintain a registered agent and file amendments for changes.

Due dates and fees vary by state, and non-compliance can lead to loss of good standing or administrative dissolution. Sales and use tax rules are state-specific, requiring registration and remittance in states where a business has economic or physical nexus.

Local city/county licensing and permit requirements (e.g., health, environmental, professional) also apply. Public and certain private offerings may be subject to SEC rules and state 'blue sky' laws.

Noncompliance risks include late fees, interest, administrative dissolution, inability to enforce contracts, and potentially piercing the corporate veil. The consequences for BOI noncompliance have changed with recent FinCEN rulemaking and should be monitored closely.

To manage compliance effectively, businesses should set up a compliance calendar, secure a registered agent, use payroll providers or CPAs for tax management, download and post required DOL/OSHA posters, maintain internal records (bylaws/operating agreement, minutes, ledgers), register for state sales tax where applicable, obtain local licenses, and periodically re-check BOI/CTA status.

Consulting professional advisors like CPAs, employment counsel, and corporate attorneys is highly recommended.

Statutory compliance for U.S. companies involves adhering to a complex web of federal and state regulations. For business owners and LLC founders, understanding these obligations is crucial to avoid penalties and maintain good standing.

Key areas include formation and internal governance, federal tax and employer obligations, employment law and workplace posting requirements, and OSHA safety standards. For internal governance, corporations must adopt bylaws, hold director/shareholder meetings, and keep minutes, while LLCs should maintain an operating agreement and membership records.

Federal tax obligations involve obtaining an EIN, registering for payroll taxes, withholding federal income tax, Social Security, and Medicare, and filing Forms 941 (quarterly) or 944 (annual), and Form 940 for FUTA.

Employers must also furnish W-2s by January 31 and file them with the SSA, making federal tax deposits electronically. Information returns like 1099-NEC and 1099-MISC are required for nonemployee payments.

Employment law mandates compliance with federal statutes such as FLSA, FMLA, OSHA, and ADA, which impose posting and employee-rights obligations. The Department of Labor (DOL) provides an elaws Poster Advisor and printable posters, while OSHA requires posting its 'Job Safety and Health: It's the Law' poster and maintaining a safe workplace.

Employers must also comply with OSHA standards, the General Duty Clause, and injury/illness recordkeeping and reporting, with OSHA offering no-cost On-Site Consultation for small businesses. A significant update concerns Beneficial Ownership Information (BOI) under the Corporate Transparency Act.

FinCEN issued an interim final rule on March 26, 2025, revising the definition of 'reporting company' to primarily cover foreign entities. Domestic reporting companies and U.S. persons are largely exempt from BOI reporting requirements.

Foreign reporting companies registered before March 26, 2025, must file by April 25, 2025. It's important to monitor FinCEN guidance and be aware that FinCEN does not charge filing fees.

State-level ongoing obligations typically include annual or biennial reports and fees, and some states impose franchise taxes. Businesses must maintain a registered agent and file amendments for changes.

Due dates and fees vary by state, and non-compliance can lead to loss of good standing or administrative dissolution. Sales and use tax rules are state-specific, requiring registration and remittance in states where a business has economic or physical nexus.

Local city/county licensing and permit requirements (e.g., health, environmental, professional) also apply. Public and certain private offerings may be subject to SEC rules and state 'blue sky' laws.

Noncompliance risks include late fees, interest, administrative dissolution, inability to enforce contracts, and potentially piercing the corporate veil. The consequences for BOI noncompliance have changed with recent FinCEN rulemaking and should be monitored closely.

To manage compliance effectively, businesses should set up a compliance calendar, secure a registered agent, use payroll providers or CPAs for tax management, download and post required DOL/OSHA posters, maintain internal records (bylaws/operating agreement, minutes, ledgers), register for state sales tax where applicable, obtain local licenses, and periodically re-check BOI/CTA status.

Consulting professional advisors like CPAs, employment counsel, and corporate attorneys is highly recommended.