Corporate compliance documentation review

Summary of findings and key points you can use to produce the blog post and newsletter:

Core corporate/LLC documents to review and maintain

- Formation documents: Articles of Incorporation (Corporation) or Articles of Organization (LLC). - Internal governance: Bylaws (corporations), Operating Agreement (LLCs), meeting minutes, resolutions, shareholder/member ledgers and stock/membership certificates, issued shares and transfer records. - Administrative: Registered agent appointment, good standing/certificate of status, EIN records, business licenses and permits, DBAs/assumed name registrations. - Financial/compliance filings: Annual reports/biennial statements, franchise tax filings, state tax registrations, payroll tax filings and notices. - Beneficial ownership and identity documentation required under FinCEN BOI rules.

Federal requirements to check during a documentation review

- Employer Identification Number (EIN) registration and payroll tax filings (IRS). See IRS EIN registration tool. - Beneficial Ownership Information (BOI) reporting to FinCEN for reporting companies (collect and report legal name, address, TIN/EIN, beneficial owner identities and ID documentation per FinCEN guide). - Federal tax filing obligations and, for nonprofits, Form 990 where applicable.

State-level and ongoing compliance items (common across most states)

- Annual or biennial reports (most states require an annual report; some require biennial statements). Filing windows and fees vary by state. - Registered agent requirement in nearly all states (physical address requirement; agent must be available for service during business hours). - Franchise, privilege, or excise taxes in many states (Delaware, California, Texas margin/franchise-style taxes, and others); calculations and due dates differ by state. - Initial reports and other state-specific filings in certain states (e.g., CA, NV historically have initial filing requirements).

Consequences of noncompliance the review should flag

- Administrative penalties, late fees, interest, loss of “good standing,” and potential administrative dissolution or revocation by the state. - In litigation, failure to observe corporate formalities and maintain records can increase the risk of “piercing the corporate veil.”

Practical documentation-review checklist and audit process (recommended steps)

- Prepare entity inventory (formation state, FEIN/EIN, current status, SOS account credentials). - Gather core documents (articles, bylaws/operating agreement, minutes/resolutions, stock/membership ledger, registered agent records, licenses). - Confirm filings and fees (annual/biennial reports, franchise taxes, payroll and income tax filings). Note due dates and any missed filings. - BOI compliance: confirm whether entity is a reporting company and if BOI was filed; collect beneficial owner ID documents for future filings/updates. - Verify registered agent is current and check address and consent forms. - Review corporate actions since formation for required amendments or filings (name changes, capital changes, changes of registered office/agent, amendments to articles). - Flag missing documents, prepare remediation plan (file past-due annual reports, pay franchise taxes and penalties, amend records, adopt retroactive minutes/resolutions to document material decisions). - Maintain a remediation log and schedule follow-up to confirm acceptance by state agencies.

Retention and record-keeping guidance

- Maintain corporate/LLC records permanently where practical (formation docs, bylaws/operating agreements, stock ledgers), and retain tax records at least 3–7 years depending on the document type and applicable rules; keep employee records per federal/state labor rules.

Best practices and tools

- Use a centralized document management or compliance calendar; enroll in registered-agent or managed filing/annual report services for automated reminders and filings. - Adopt version control, standardized minutes templates, and a compliance kit (bylaws, operating agreement, stock certificates, sample minutes).

Where to find state-specific filing portals, deadlines and franchise-tax rules

- Use each state’s Secretary of State business services/filing portal for annual report due dates, entity status, certificate of good standing requests, and business entity searches. - Use state Department of Revenue sites for franchise/privilege tax rules and forms. - Aggregated resources and lists exist (compilations of all 50 SOS links and state franchise tax summaries) to quickly locate the official page for a given state.