Business Entities – Annual Renewals

As the year 2018 comes to an end (and we look forward to tax season), it’s time to complete the annual renewal for your business entity with the Minnesota Secretary of State. Annual renewals are required for corporations, limited liability companies, non-profit corporations, cooperatives, and limited/limited liability partnerships. An annual renewal is also required for assumed names and foreign registrations for out-of-state entities. Homeowner’s associations are typically non-profit entities, so they need to complete a renewal as well.

You can complete your annual renewal at the Minnesota Secretary of State’s website, and there’s no fee so long as your complete the renewal on a timely basis. Failure to complete your renewal will result in a ‘statutory dissolution’ of your entity which means that your entity will be ‘administratively terminated’ and you will have to pay a fee to reinstate it and complete the required renewal.

It’s fairly easy to complete your renewal at the Minnesota Secretary of State’s website once your set up an account, and you will also have the opportunity to update information about your entity at that time. If you want to change the registered address or registered agent for your entity, however, you will have to file amended Articles and pay a fee. As you prepare for tax season and end of year planning, it’s a good practice to get the renewal done. Your attorney or CPA can assist with questions about this process.

Now is also a good time to conduct your annual meeting of the shareholders and Board for your corporation or the members and board for your LLC. These meetings can be conducted in person or by written action as permitted by your entity’s bylaws. At the annual meeting, board members and officers are elected and other matters or decisions pertaining to the entity may be addressed. Minutes should be completed, signed by the Secretary, and added to the company record book for the business entity.

Examples of issues that should be addressed at the annual meeting include any change in ownership, change in tax status or elections (scorp to corp, for example), change in the entity’s financial institution, significant financing that was obtained during the year, and any significant purchases or sales by the entity. It’s also a good time to check on any licenses or certificates held by the business entity to make sure they are active and up-to-date.

These steps are pretty basic housekeeping for your business entity, but they are important to set yourself on the path to a successful 2019 and beyond.

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