Each year Massachusetts corporations (and many non-Massachusetts corporations doing business in Massachusetts) must file an Annual Report with the Corporations Division of the Massachusetts Secretary of the Commonwealth within two and one half (2½) months after the close of the corporation’s fiscal year.* For many corporations, this means they must file their annual report by mid-March. It is important that the Annual Report reflect your company’s incumbent officers and directors and correct number of shares outstanding. Prior to filing, corporations should be sure to have their annual meeting, whether in person, or by written consent if permitted by the corporation’s bylaws.
*Note that for Massachusetts LLCs, Annual Reports must be filed on or before the anniversary date of formation of the LLC. For non-Massachusetts LLCs doing business in Massachusetts, Annual Reports must be filed on or before the anniversary date of registration to do business in Massachusetts. If your business is registered outside Massachusetts you should be sure to check filing requirements in those states.
The new year is also a good occasion to consider other changes and needs that may have arisen for your business. Here are just some of the matters to consider:
- Shareholders’ Agreement: Do you have a shareholders’ agreement in place and are any updates required to consider changes to shareholders, company management, company valuation, and life or disability insurance that may be funding buy-sell or other obligations?
- Key Dates: Have you calendared option exercise dates and other key dates that may be a part of your commercial lease or other business agreements or contracts?
- Commercial Financing: Do you have commercial financing in place that requires tax returns and other financial documents to be provided to the lender on a periodic basis and are you current with those obligations? Will your current financing be coming due and may you require additional or new debt or equity financing in the near future?
- Employees: Do you have new employees and do you have in place or require nondisclosure and noncompete agreements or other agreements with them?
- Accounting: How is your accounting and bookkeeping and are you being careful not to intermingle business and personal finances?
All of the above is important to maintain the corporate integrity of your business entity and to support your business strategy in the coming year and beyond, whether continued growth, transition to new management, or sale of the business.
**Note: The above is general information and is not intended as legal advice. Advice may vary substantially based on your particular business or situation.
About the Author
Robert Finkel has more than 20 years of experience in general business and corporate matters, employment law, real estate law and non-profit law. Working with entrepreneurs, Robert assists clients with the launch and growth of their businesses. He has represented many clients in connection with their incorporation, LLC formation, shareholder agreements, equity financings, bank financings, employment agreements, stock option plans, contracts, and asset and stock purchase agreements.