All corporations who conduct business in the state of Missouri must file annual registration reports with the Missouri Secretary of State in order to remain in good standing. The requirement applies to nonprofit and for-profit corporations alike. It is not uncommon for incorporated small businesses, including homeowner or condominium associations, to neglect to file this report on time as a result of the many other responsibilities they juggle every day. However, failing to file the annual registration report will result in the administrative dissolution of a domestic corporation’s charter from the Secretary of State, which means the corporation can no longer carry on business.
There is also the issue of whether it saves time and is more convenient to elect to file biennial reports, meaning filing a report every other year.
When to File
For corporations incorporated on or after July 1, 2003, the annual report is due at the end of the month that the corporation incorporated. For corporations existing prior to July 1, 2003, the annual report is due at the end of the month indicated on their last annual report. Because incorporation dates differ and Missouri statutes do not allow a nonprofit corporation to change the month that the annual report is due, the corporation is responsible to plan accordingly each year and to ensure timely filing. For-profit corporations may change the designated reporting month by indicating a new month when filing the annual registration but will incur a nominal fee to do so. Before the form is due for filing, the corporation’s registered agent will receive either a notice of the upcoming filing deadline or a blank copy in the mail, depending on whether the corporation filed online or by use of a paper registration. The notice or form will list the date the report is due. Late reports accrue additional fees for each 30-day period.
How to File
The corporation may either use the physical form provided by the Secretary of State or file the annual report online through the Secretary of State’s website. Although the form is fairly simple, it is specific in that no other documents are suitable substitutes or approximations.
Annual or Biennial Filings
While the convenience of a biennial filing is attractive, for nonprofit corporations, including incorporated homeowner and condominium associations, because board members and officers generally change on an annual basis, a biennial registration report will result in the need to file a Statement of Correction upon the election of new directors and officers. Thus, the biennial filing option does not actually save any time or eliminate the amount of time spent on this compliance task.
Elections resulting in different officers and directors do not always align with filing deadlines. For entities where elections may cause a change in officers and directors on an annual basis, such as nonprofit corporations, it may be necessary to file by the due date for the return of the registration report, but also, if the officers and directors change at some point during the year, a Statement of Correction should be filed to update the information on file. Failure to do so could result in an individual, no longer either a director or an officer, receiving an important communication or even being served with process instituting a lawsuit. The error’s consequence will lie not with the sender, but with the corporation or HOA.
What Is Included in the Filing?
The corporation will need to provide information regarding any change in its principal place of business, as well as the name and address of its registered agent, names and addresses of all officers, and names and addresses of all board members. While only a limited number of lines are available to list the officers and directors, you should list all officers and all directors by attaching additional pages. Many corporations will leave the responsibility of filing the report to its registered agent since the form is so straightforward and requires no board approval. Additionally, the corporation must pay a filing fee.
What Happens If the Corporation Fails to File?
As stated above, if a corporation fails to file its registration report by the due date, late fees accrue for every 30 days the filing is late until the Secretary of State administratively dissolves the corporation, which generally happens approximately six months after the initial due date. During the period between the due date and dissolution, the Secretary of State is required to provide notice by mail that the corporation is to be dissolved. After this notice, the corporation has 60 days in which to correctly file the registration or otherwise make an explanation. If it fails to do so, the corporation will be administratively dissolved.
In order to gain reinstatement after a dissolution, the corporation must provide a Certificate of Tax Clearance from the Missouri Department of Revenue, any and all past-due annual registration reports and the corresponding fees for each, a reinstatement fee, and an application for rescission of dissolution. The Certificate of Tax Clearance signifies that the corporation is current on its state tax liabilities, including the filing of all appropriate corporate income tax returns, while the other documentation is to cure and explain the cause of dissolution.
With the corporation’s board so often focused on broader issues of day-to-day concern and long-term goals, it is easy to overlook regulatory filings, especially those as seemingly mundane as the Missouri Annual Registration Report. However, good recordkeeping and timely filing is essential to maintaining good standing with the Missouri Secretary of State. Continued diligence in meeting filing deadlines will prevent headaches and late fees for the board in the future.
Weiss Attorneys at Law represents a variety of common-interest communities: condominiums, subdivisions, planned-unit developments and occasionally a special arrangement, such as a private road association. Conveniently located at the intersection of corporate law and real estate law, Weiss provides guidance you can rely on. If we can be of assistance, please contact us at 314-588-9500. We can also be reached via email at email@example.com or using the “Contact Us” link on this page.
Adam Marquart counsels homeowner associations, condominium associations and business owners on a variety of legal matters central to real estate, formation, governance and contracts. He can be reached at 314-588-9500 or firstname.lastname@example.org.