Annual Corporate Compliance

What is annual corporate maintenance?

Annual corporate maintenance refers to the ongoing legal and administrative tasks California businesses must complete each year to remain in compliance with state law. Whether you operate as an LLC, S-Corp, or C-Corp, California imposes a set of recurring obligations, from filing paperwork with the Secretary of State to holding annual meetings and maintaining accurate internal records.

Failing to meet these requirements doesn’t just result in late fees. The California Franchise Tax Board can suspend your entity, stripping your business of its legal right to operate, enter contracts, or defend itself in court. Worse, courts may use neglected corporate formalities as grounds to pierce your liability shield, exposing owners to personal liability for business debts.

California Annual Requirements for LLCs

California LLCs face a distinct set of annual obligations, including:

• Statement of Information: Due within 90 days of formation, then every two years, by the end of the anniversary month.
• $800 Minimum Franchise Tax: Paid annually to the Franchise Tax Board, due by the 15th day of the 4th month of the tax year.
• Operating Agreement Updates: When membership, management structure, or ownership changes occur.
• Meeting minutes & resolutions: Not legally required for LLCs, but recommended to document major decisions and preserve the liability shield.
• Registered Agent: A party must be appointed to receive legal process documents on behalf of the company.

California Annual Requirements for Corporations

California corporations (both S-Corps and C-Corps) carry more formal obligations than LLCs:

• Statement of Information: Filed annually with the Secretary of State, due within 90 days of the fiscal year end.
• $800 Minimum Franchise Tax: Applies to all corporations doing business in California.
• Annual Board of Directors Meeting: Legally required, with written minutes documenting decisions made during the year.
• Annual Shareholder Meeting: Required under California Corporations Code, with proper notice and recorded minutes.
• Board Resolutions: Needed to authorize officer changes, banking relationships, equity issuances, and major contracts.
• Bylaws & Records: Must be kept current and reflect any leadership or structural changes.
• Registered Agent: A party must be appointed to receive legal process documents on behalf of the company

Why Small Businesses Often Fall Behind

For founders focused on growth, compliance is easy to deprioritize, until it becomes a crisis. The most common scenarios we see:

• A startup preparing for a seed round discovers years of missing minutes and unfiled Statements of Information during investor due diligence
• A small business owner receives a notice of suspension from the FTB and can’t close a pending contract
• A sole-owner LLC is sued, and the lack of corporate formalities is used to argue that the owner and the company are one and the same
• A founder adds a co-founder or issues equity without a board resolution, creating a cap table dispute.

Staying current is far less expensive than catching up. Our flat-fee annual compliance packages are designed specifically to keep California small businesses and startups protected, without the unpredictability of hourly billing.

How Our Annual Corporate Maintenance Service Works

When you engage our firm for annual corporate maintenance, we take the compliance calendar off your plate entirely. Here’s what that looks like in practice:

• We review your entity’s current standing with the California Secretary of State and FTB.
• We prepare and file your Statement of Information on time, every year
• We draft your annual meeting minutes and any required board resolutions.
• We send proactive reminders for upcoming deadlines and fees.
• We update your corporate records when officers, directors, or addresses change.
• We provide a secure document repository for your corporate book.

All of this is available at a flat annual fee, so you always know what compliance costs. Click here to view our flat fee Annual Maintenance Services.

If you would like assistance with your company’s ongoing corporate formalities, contact Kohler Legal today to speak with a corporate compliance attorney.