Corporation Compliance Cheat Sheet

Formation/1st Year
  1. The corporation is registered.
  2. The corporation has a registered agent.
  3. The corporation has bylaws.
  4. The corporation has a cap table.
  5. The corporation has a director, president, and secretary.
  6. The corporation held an organizational meeting.
  7. The corporation filed it initial Beneficial Ownership Report.
Annual Compliance
  1. The corporation filed its periodic report.
  2. The corporation filed its tax returns.
  3. The corporation held it's annual shareholder's meeting.
  4. The corporation's bylaws are up to date.
  5. The corporation's cap table is current.
  6. The corporation has reappointed directors and officers.
  7. The corporation has updated its Beneficial Ownership Report if necessary.
  8. The corporation has renewed its registered agent service (if appliable).
Other Considerations
  1. The corporation has registered in other states where it has a business presence.
  2. The corporation has held special meetings to act outside the usual course of business.
  3. The corporation made an S Corp Election if eligible and desired.
  4. The corporation has registered any DBAs or assumed names it uses.
  5. If necessary, the corporation has been dissolved.

What It All Means!

  • Registration means filing a Certificate of Incorporation (or like document) with the state where you're incorporating.
  • Registered Agent is the person or entity who accepts lawsuits served on the corporation.
  • Bylaws set out shareholder rights and company operating procedures.
  • The Organizational Meeting is held when the corporation is created to approve bylaws and appoint directors.
  • The Annual Meeting of shareholders usually entails reappointing directors and reviewing financials.
  • Special Meetings of shareholders are held when doing something outside the usual course of business, like issuing a new class of stock.
  • The Beneficial Ownership Report is filed with the U.S. Department of Treasury and shows who owns 25% or more of the corporation and makes key decisions.
  • The Periodic Report is filed with the state of registration, usually annually, confirming the corporation is still active.
  • The Cap Table shows who owns the corporation (i.e., the shareholders).
  • Qualified corporations electing S-corporation Status don't pay income taxes (the gains and losses pass through to the shareholders).
  • Directors are in charge of running the corporation and report to shareholders.
  • The President runs things day to day.
  • The Secretary keeps corporate records and meeting minutes and issues meeting notices.
  • You must register the corporation in any state where it has a Business Presence, i.e. employees or property.
  • If the business stops operating, you Dissolve the corporation.
This isn't legal advice. It's just basic information. We have to keep reminding you of that because state bars want you to pay $1,000+/hr. to some attorney for it as though it's not available . . . everywhere.