Each business incorporated with the North Carolina Secretary of State’s office is required to file an annual report with the Secretary of State’s office each year. Depending upon the type of business entity will determine when the report is actually due. Thus, it is important to keep in mind when an annual report is due. If you, as a business owner, have several incorporated businesses which differ in the type of entity (regular corporation, an s-corporation, limited liability company, etc.), your annual reports could be due at different times.
The reason it is important to timely file the annual reports is that State law mandates that each incorporated business file an annual report in order to keep the State up to date regarding the business. For example, is the business still in operation, what the mailing address is, the contact information, the registered agent information, etc.
Recently, the North Carolina Secretary of State conducted a periodic internal review of limited liability companies in North Carolina. The purpose of the periodic review was to identify limited liability companies that were late or delinquent in their filings. The result of the review was that approximately 35,000 limited liability companies were late in their filing.
When are limited liability company’s annual reports due? LLC annual reports are due each year by April 15. The annual report due date is not associated to fiscal year end but is tied to the current year for which a report would be due. Upon incorporation of the limited liability company, the first annual report will be due April 15 in the year following the year of incorporation and then each April 15 thereafter.
The North Carolina Secretary of State has notified the business community that they will be mailing out notices to limited liability companies which have not filed an annual report or for which an annual report was previously rejected. The importance of these notices is that all businesses which are delinquent in their filings will have sixty (60) days from the date of the notice to correct the delinquency or provide satisfaction to the North Carolina Secretary of State that a delinquency does not exist. If the correction or proof is not resolved within the sixty (60) days, the North Carolina Secretary of State will administratively dissolve or revoke the corporate charter for the business.
Thus, if you receive such a notice, it is important to respond to the North Carolina Secretary of State. If the limited liability company is still in business, it remains important for the officers and/or owners of the business to make sure to keep the corporate charter in good standing. Otherwise, it could create opportunities for personal liability for the officers and/or owners of the business.
If you have any questions, please feel free to contact us.