By Lane V. Erickson, Idaho Business Attorney
Paperwork seems to be what drives most businesses. There are the accounting documents used to keep track of the finances of your business and employment related documents. There can also be documents related to the day-to-day operation of your business or as the focus of this article points out, it could be the corporate documents that you create. Whatever they are, the paperwork needs to be done.
One of the important corporate documents that needs to be completed on a regular basis is the annual report.
All corporate documentation that must be filed and kept as part of the corporate record is controlled by Idaho statutes. Specifically, these Idaho statutes are found at Idaho Code §§ 30-21-201 et seq. These statutes give directions on the documents that need to be filed when an entity is created. The statutes also indicate what happens when you choose to withdraw the corporate filings that you have made, or to make a change or a correction to the corporate documents or alter the type of entity that you are operating as your business structure. Whatever the documents are, information about them will be found in these statutes. This includes the annual report.
The purpose of this article is to provide a simple description of what the annual report is, the information that is contained in the annual report, and how you go about filing it. We also describe what happens if you do not file the annual report as required by Idaho law.
What the Annual Report IsTo begin with, the annual report is nothing more than a written confirmation to the Idaho Secretary of State’s office of the information associated with the entity itself. In other words, when you first began your entity, you had to file corporate documents providing the required information so that the entity could be recognized by and protected under Idaho law.
As the name suggests, the report needs to be filed annually. Typically, the date chosen for when the annual report must be filed is the anniversary date of the creation of the entity. In other words, the date the Idaho Secretary of State’s office processed the initial corporate documentation and officially registered and recognized the entity. This date is usually the annual deadline for the filing of the annual report.
Information in the Annual ReportThe information that needs to be contained in the annual report is set forth specifically in Idaho Code § 30-21-213. The statute specifically states:
30-21-213. ANNUAL REPORT FOR SECRETARY OF STATE. (a) A domestic filing entity, domestic limited liability partnership, or registered foreign entity shall deliver to the secretary of state for filing an annual report that states:
(b) Information in an annual report must be current as of the date the report is signed by the entity.
The definition of a domestic entity is an entity that was created in or is governed by the laws of the state of Idaho and it includes a business corporation, nonprofit corporation, general partnership, limited liability partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated non-profit association, and several different types of statutory trusts. See Idaho Code § 30-21-102 (9) and (10).
The good news is you don’t need to create a form all by yourself to submit this information annually to the Idaho Secretary of State’s office, rather, a postcard will be mailed, or an email will be sent to you about 3 months before the deadline to remind you that the Annual Report needs to be filed. This postcard or email will contain a link that allows you to file your annual report electronically rather than sending it through the mail.
When you click on the link, it takes you to the Idaho Secretary of State’s website that allows you to use their online form to fill in and submit the annual report for your entity. The form contains fields that you type into. Then you are required to confirm the information you provided. The final step is to actually push the submit button to allow it to be submitted to the Idaho Secretary of State’s office. Honestly, the process couldn’t be simpler.
What Can You Do if You Don’t File the Annual ReportDespite the simplicity of the process, sometimes there are reasons that the annual report is not filed on time. If you fail to file the annual report for your entity, the Idaho Secretary of State will list your entity as having been administratively dissolved. This is a useful way of allowing your entity to be dissolved if you choose to not continue to operate your entity. However, if your business is moving forward, having your entity administratively dissolved is a problem.
A dissolved entity no longer retains the protected registered name. This means that some other business can potentially take your business name away from you. A dissolved entity also means that you cannot legally enter into any contracts or avail yourself of the laws of the state of Idaho to protect your entity. In other words, you would not be able to file a lawsuit in favor of your entity against another party.
The good news is that it is fairly simple to have your entity reinstated after it has been administratively dissolved for failure to file the annual report. There is an additional form that you can fill out and submit to the Idaho Secretary of State’s office. This form does require a fee to be paid when it is submitted. The annual report, when filed timely, does not require any fee to be paid.
If you have questions about filing the annual report for your Idaho business entity, or if you have failed to file the report and need to have your business reinstated, we can help. We have assisted numerous business clients in the creation and operation of their business entities, and we are confident that we can help you too!
Enlist An Idaho Business Attorney To Help YouOur team of Idaho business lawyers can help you with any of your business structure or operation needs. Whether you are seeking to create a new business or review a current business, we are available to discuss your options and answer your questions at an initial free 30-minute consultation. Call us toll free at 877-232-6101 or 208-232-6101 for a free consultation. You can also email us directly at lane@racineolson.com or stop by our office at 201 East Center Street, Pocatello, Idaho 83201. We will answer your questions and help you solve your Idaho business problems.