Thursday, March 14, 2013

Do you have a business entity? Have you filed your biennial reports?

If you have a business entity, keep in mind that there are ongoing requirements for maintaining your business entity. You must file biennial reports, which as the name suggests, are typically filed every two years. In the biennial report, you include the same information (if nothing has changed) that was included in prior biennial reports or your Certificate of Organization (for an LLC), Articles of Incorporation (for a corporation), or Certificate of Limited Partnership (for a limited partnership).

It is not simply every two years from the formation of your business entity during which a biennial report must be filed. For an LLC, the first biennial report must be filed with the secretary of state in the first three months of the first odd-numbered year following the calendar year in which your LLC was formed. So, if you formed an LLC in 2012, you must file your first biennial report yet in March 2013. If you formed an LLC in 2010, your first biennial report was due in 2011. Subsequent biennial reports must be filed every two years, during the first three months of odd-numbered years.

For a corporation, the first biennial report must be filed with the secretary of state in the first three months of the first even-numbered year following the calendar year in which the corporation was formed. So, if your corporation was formed in 2012, you must file your first biennial report in 2014. If you formed a corporation in 2011, your first biennial report was due in 2012. Subsequent biennial reports must be filed every two years after the first one, in the first three months of even-numbered years.

For a limited partnership, the timetable for filing biennial reports is the same as an LLC. The first biennial report must be filed in the first three months of the first odd-numbered year following the calendar year in which the limited partnership was formed. So, if you formed a limited partnership in 2008, the first biennial report was due in 2009, and every two years after that.

It is important to keep in mind that the "first odd-numbered year" and "first even-numbered year" nomenclature and requirements refer to Iowa law. Other states will require biennial reports, but the years in which an LLC, corporation or limited partnership must file them may differ.

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