Annual Filling- What happens if I’m late or entity is dissolved?

We get it – you just finished filing your tax return. You thought you were done with all of the necessary business paperwork for the year. Then about half way through May you decide to clean out your inbox and you see a renewal reminder for your Annual Report. You’ve missed the deadline!

What can you expect?

The Annual Report is your yearly opportunity to update your business information. This includes the names or addresses of the registered agent, directors, officers, members, managers, or partners, and to change the address or update the EIN of the entity itself. Most states also requires a filling fee in order to keep your entity active and in good standing.

If you do not complete the Annual Report by the due date set by the state your entity is registered in, you will be charged a penalty for late filing. Some states also charge interest. Florida’s late filing fee is $400 in addition to the Annual Report filling fee. Unfortunately, no matter how good your excuse is, there is no provision for waiving the late fee.

In addition to the headache of a late penalty, if you are really late then your entity may be automatically dissolved which will cost you additional fees for reinstatement. In the state of Florida, this automatic dissolution is initiated if you have not filed your Annual Report by the 3rd Friday in September. It’s important to note that if your entity is automatically dissolved and that was your intent, then you are not subject to the late fee. The late fee only applies if you are late to file the Annual Report in order to keep your entity active.

What should you do now?

As soon as you discover you are late to file your Annual Report, you should file as soon possible. Make sure you are providing accurate, updated information and pay the necessary filing fee and the late fee. Also be sure to make a plan for next year of how to avoid filling late.

If your entity has been automatically dissolved and you wish to reinstate it, contact your state Division of Corporations and request the necessary reinstatement paperwork.

How can you prevent this from happening in the future?

Depending on the state your entity is registered in, your Annual Report may be due on a standard date (May 1st for the state of Florida), your entity’s anniversary date, fiscal year end, or state jurisdiction ID specified date. Because of the cost of failing to file your annual report, it is very important to set a recurring reminder for yourself to remember to submit by the due date. Many states send an automatic reminder email or renewal letter, but not all do, so stay vigilant!