Statutory Updates & Filing Office News
Biennial Reports are due by January 2 and reports marked after February 1 incur late fee penalties. For corporations and LLCs that initially filed or registered in Alaska in an even numbered year, the Biennial Report will be due in January of every even numbered year. More information on online filing is available at:
The link below to the website of the Secretary of State Office of Business Programs summarizes 2011 legislation affecting business entity filings effective January 1, 2012 including Chapter 204 allowing for entities to electronically receive Statements of Information; Chapter 728 authorizing formation of benefit corporations to create a general public benefit (defined as a "material positive impact on society and the environment"); and Chapter 740 authorizing formation of flexible purpose corporations which could include charitable purposes. http://www.sos.ca.gov/business/legislation/2011.htm
The Delaware Division of Revenue reminded businesses with state business licenses expiring December 31, 2011 that online renewal can be accomplished easily with a tax ID number and business license number. More information is available at:
District of Columbia
Council Bill 499 (Act 19-0234) signed by the mayor on November 21, sent to Congress for review November 29, and projected to take effect January 26 amends on a
temporary basis for 225 days the District Real Estate Deed Recordation Tax Act;
clarifies the taxation of transfers of economic interests in cooperative housing associations; clarifies that security interest instruments related to such associations are exempt from the tax; and provides for the exemption from taxation of transfers of economic interests in limited-equity cooperative housing associations. The bill text can be accessed at:
Annual reports must be filed between January 1 and May 1. Step by step instructions are available at https://efile.sunbiz.org/sbs_ar_instr.html and online filings at https://efile.sunbiz.org/ubr001.html.
Annual registration is due between January 1 and April 1 and may be filed online with the information described at http://www.sos.ga.gov/corporations/ar_terms.htm
The deadline to file LLC annual reports was extended to December 5 since this
was the first year LLCs in Mississippi were required to file annual reports.
The Secretary of State reported that nearly 97,000 business entities filed annual reports online in 2011. More information is available at:
Domestic and foreign corporations are required to file biennial occupation tax reports between March 1 and April 15. Reports will be mailed in late December to the registered agent on file for corporations. More information is available at:
The Secretary of State’s office posted its Commercial Records year-end filing policy at
http://www.nvsos.gov/index.aspx?recordid=800&page=23. Non-expedite new filings, amendments, mergers or any other filing processed by the New Filings and Amendments Division received on or before Friday, December 30 will receive a 2011 filing date if in fileable form. Regular status filings (annual lists, reinstatements, state business license renewals) due on or before December 31 must be received by end of day Tuesday, January 3, to avoid late filing or other statutory filing. Expedited filings received on or before December 31 which are not in order will be given a 2011 filing date if corrections are made within 2 days of deficiency with all documents resubmitted no later than end of day Friday, January 6. The Secretary of State reserves the right to extend the expedite period past 24 hours based on extreme volume and emergency situations.
The Secretary of State posted tips for businesses to protect against identity theft at:
December 31 is the deadline to file a decennial report of continued existence if a business entity or association has not filed a document with the Corporation Bureau in the last 10 years.
December 1 was the filing deadline for LLC annual reports. More information is available at: http://www.ri.gov/press/view/15315
The Office of the Secretary of State posted its year-end filing policy at:
http://www.sos.state.tx.us/corp/forms/end-of-year-2011.pdf. Documents received by close of business Friday, December 30 in correct form receive a 2011 file date. Documents, including those transmitted by fax, received after close of business on December 30 will receive a 2012 file date. Postmarks and fax confirmation notations do not count. Incomplete and incorrect documents are returned without filing. A corrected document receives a file date based on its resubmission – not the date of the original submission. The SOS does not backdate the file date on documents.
The State Corporation Commission (SCC) Office of the Clerk announced new online services are available to obtain a certificate of good standing for corporations and a certificate of fact or existence for LLCs and to submit as a PDF attachment articles of amendment or restatement for domestic corporations and LLCs, articles of cancellation for LLCs and multiple UCC documents. More information is available at: https://sccefile.scc.virginia.gov/
The Corporation Section of the Division of Corporate & Consumer Services at the Department of Financial Institutions posted its year-end office closing and filing policy at
Corporation, LLC and LLP paper filings needing a 2011 effective date must be received by 4:30 pm on Friday, December 30. The deadline for LP filings is Thursday, December 29. Certain online filings in a condition acceptable for filing may be submitted prior to midnight Central Time December 31. If a document is returned for correction, the effective date will change.