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2014 Annual Registration Advisory

Mar 9

Written by:
3/9/2014 6:52 PM  RssIcon


Georgia statutes require that every business entity registered or filed with the Office of the Secretary of State submit an “annual registration” with the Secretary of State.  The reminders from the Secretary of State have been going out for some weeks now.  Sometimes for whatever reason the reminder is not received by the appropriate person at the company - but that does not change the fact that the annual registration must be submitted.  This annual registration is normally due no later than April 1st of each year, but this year the deadline has been extended to May 31.

Initially, the consequences of submitting the annual registration past the deadline are relatively minor: the Secretary of State will not accept your filings, you cannot get a good standing certificate if you need one for a business purpose, you will have to pay a $25.00 late fee, and you will suffer a little embarrassment by looking sloppy or unorganized if someone is checking out your entity’s status online and they see that it is not in good standing.  However, after some time the Secretary of State can and does dissolve your entity.  In other words, your corporation, limited liability company, etc. will no longer exist.  There is a statutory procedure for reinstating your entity for a period of time after it has been dissolved.  However, it is certainly much easier and less expensive not to let this happen.

The Secretary of State totally changed its website last year, and people are still experiencing some difficulty in submitting their annual registrations.  I have prepared some step-by-step instructions for submitting an annual registration that include some hints developed as a result of seeing the various common problems experienced by many different filers.  These instructions can be viewed by clicking on this link.  If you experience a point of confusion that I have not addressed in my instructions, please let me know so that I can revise my instructions to help prevent others from experiencing the same problem.

One final point:  If your business entity is a corporation, you ought to hold a meeting of shareholders and directors at least annually and file the minutes with your corporate records in order to reduce the arguments for disregarding your corporate entity  that the Internal Revenue Service and someone else attempting to pierce the corporate veil (and therefore hold the shareholders personally liable for corporate liabilities) might have.  Many people associate changing the batteries in their smoke detectors with the changes in daylight savings time, and it might be worthwhile to associate corporate annual meetings with annual registrations in order to help remember them.

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