Initial Requirements after Forming Your Corporation or LLC
After you’ve filed formation documents to create your business (i.e. Articles of Incorporation, Articles of Organization) and have gotten your paperwork back from the state, you’re ready to open your doors, right? Now what?
There are a few more requirements you should consider before you are fully ready to operate:
There are a handful of states which require initial reports and tax forms to be filed, as opposed to waiting to file an annual report. These states and their requirements are as follows—
- Alabama- All new businesses (with the exception of nonprofits and partnerships) must file an Initial Business Privilege Tax Return, referred to as Form BPT-IN, within two and a half months of their incorporation, organization, or qualification date.
- Alaska- All newly-formed corporations and limited liability companies must file an initial report within six months of their formation date. It will become a biennial report after the fact.
- California- All profit corporations must file an initial statement within 90 days of their registration with the California secretary of state.
- Connecticut-Profit and nonprofit corporations (referred to and stock and nonstock in this state) must file the Organization and First Report within 30 days of the first organizational meeting.
- DC- An initial report must be filed no later than April 1st of the year after you file, no matter how late in the year you form your business
- Georgia- For-profit and nonprofit corporations must file their initial annual report within 90 days of their incorporation. No other business entities in Georgia have initial report requirements.
- Louisiana- This initial report must be attached to the formation documents (such as Articles of Incorporation or Organization).
- Missouri- Corporations must file their initial report within 30 days of formation.
- Nevada- Corporations (both for-profit and nonprofit), LLCs, PLLCS, PCs, and all partnerships must file an initial list of their officers and business license application by no later than the last day of the month after filing with the secretary of state.
- New Mexico- Profit and nonprofit corporations must file an initial report to the New Mexico Secretary of State, Operations Division, within thirty days of receiving their Certificate of Incorporation or authorization. The initial report is sent to you by the Division when your processed formation documents are returned.
- South Carolina- Corporations are required to submit an Initial Annual Report of Corporations, Form CL-1, along with their formation documents to the Secretary of State.
- Texas- Corporations, PCs, LLCs, and PLLCs are required to file a Public Information Report when they file and pay their annual franchise tax with the Texas Comptroller of Public Accounts.
- Washington- Corporations and LLCs are required to file the initial report within 120 days of their filing. Nonprofits, LPs, and LLPs are not required to file the initial report.
Arizona, Georgia, New York, and Pennsylvania all have publishing requirements for new businesses. What this means is that you are asked to publish a public notice in a newspaper or other appropriate publication that will be viewed by the public. Each state’s requirements are a bit different—
- Arizona- You will be required to publish your Articles in Arizona. You will receive an approval letter from the Arizona Corporations Commission containing their requirements for your business and the information you will need in order to publish.
Georgia- You are asked to publish a “notice of intent to incorporate” in the county where the registered office for your business is located. This notice must be published in an official newspaper or a newspaper of general circulation, where at least sixty percent of the subscriptions are paid for. Your notice and the accompanying publication fee will be sent to the newspaper no later than the next business day after filing your articles. The state of Georgia also asks that your notice be in this specific format:
Please publish once a week for two consecutive weeks a notice in the following form:
Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code (or Georgia Non-profit Corporation Code). The initial registered office of the corporation is located at (Address of Registered Office) and its initial registered agent at such address is (Name of Registered Agent).
Enclosed is (check, draft or money order) in the amount of $40.00 in payment of the cost of publishing this notice.
Nebraska- In Nebraska, domestic corporations need to publish a notice of their incorporation. It must be published for three successive weeks in a legal newspaper of general circulation in the county where your corporation’s principal office is located. This notice must provide: the corporate name, number of shares your corporation will issue, the street address of your registered office and the name of the registered agent, as well as the name and address of each incorporator. If your corporation is going to dissolve, you must also publish a notice. For a Nebraska LLC, you will also need to publish a notice of organization for three consecutive weeks in a legal newspaper of general circulation in the area of your designated office. This notice must put forth: the name of your LLC, the street address of your designated office, as well as the nature of business your company will transact. For both corporations and LLCs, you will need to provide proof to the Secretary of State of publication, via an affidavit of publication.
- Nevada- Foreign corporations wishing to transact business in Nevada must publish a statement of the business transacted in the last calendar year in two issues of a Nevada newspaper with a weekly circulation of at least one thousand people. This must be published no later than March, or no later than the end of the third month following the close of the fiscal year. This statement must set forth these things:
- The name of the corporation
- The name and title of the corporate officer who is submitting this statement
- The name and title of the corporate officer who is submitting this statement
- The mailing address of your corporation’s principal office
- The mailing address of your corporate office in Nevada
- Don’t list assets or liabilities
- New York- LLCs, LLPs, and LPs must publish. You will need to publish within 120 days of the effective date given to you by the New York Secretary of State on your initial articles of organization, and you must publish for six consecutive weeks. You also need to publish in two different newspapers. One must be a daily newspaper, the other can be weekly. You will need to publish a summary of your articles of organization or qualification. Here are the requirements:
- The name of your NY LLC
- The effective date that your LLC was filed and formed
- The county where your LLC office is located
- The physical street address of your LLCs principal location (if applicable)
- A statement that the NY Secretary of State is named as the agent for service of process
- The name of a NY registered agent for service of process (if applicable)
- The purpose of your business
- Pennsylvania- In Pennsylvania profit and nonprofit corporations (domestic and foreign) must publish in two different newspapers of general circulation, and one of which must be a legal newspaper. These newspapers must be located in the county where your registered agent is located. You must advertise your intention to file or that you have a corporation with the Pennsylvania Secretary of State. This advertisement can appear prior to the filing of your articles of incorporation, or after. There is no deadline. The specific wording must state the name of your corporation, as well as a statement saying that your business is to be or has been organized under the Pennsylvania Business Corporation Law of 1988. You will need to obtain proof of this publication via an affidavit of publication, however you are not required to do anything with that affidavit aside from keep it on record in your business’ minute book.
It’s important to remember that your journey to starting and operating your own business is not complete after the formation documents are filed and returned by the state. Make sure to check with your home state concerning initial reports, initial tax filings, additional permits and licenses needed to operate, possible publication responsibilities, and other state-specific requirements that will need to be fulfilled before you start conducting business.