If your business operates on a typical calendar year, once Q4 hits, you’re likely forming a checklist of things you need to do to prepare for year-end. Beyond employee review scheduling, holiday party planning, or goal setting for the upcoming year, there are a myriad of administrative and financial responsibilities for businesses. Whether you’re a solopreneur, LLC owner or a corporate officer at a global corporation, consider these year-end planning tips.
YEAR-END PLANNING: ADMINISTRATIVE AND REGULATORY FILINGS
Beyond preparing to file taxes, businesses must also ensure they are being compliant with the federal government, their state of formation, sector, and organizational documents depending on how their organization was set up or possibly how it’s grown and changed over the past business year. Here are some common administrative duties and regulatory requirements filings that may impact your business:
- Annual reports – while it’s widely known that publicly held companies must share an annual report with shareholders, stakeholders, and investors to showcase their financial position, most states also require businesses to file informational as well. In 2022, Pennsylvania lawmakers amended TITLE 15 OF THE PENNSYLVANIA CONSOLIDATED STATUTES, known as the “Associations Code,” now requiring all PA entities and all non-PA entities registered to do business in PA, both for profit and nonprofit, to file an annual report starting in 2024. The report will require:
- The business entity name
- The entity’s jurisdiction of formation
- The name of at least one director, member, or partner
- Names and titles of the principal officers, if any
- The address of the principal office
- The entity number issued by the Pennsylvania Department of State
While the filing fee is just $7 and free for nonprofits, it’s not a task to overlook, as failure to file may involve dissolution starting in 2028. Learn more about this new requirement.
- Entities doing business in a foreign jurisdiction – if you formed your corporation or LLC in one state but are now conducting business in another, you may need to register your business as a “foreign entity.” In short, your business will fill out a relatively short form applying for “authority” in that state and commit to state compliance once qualified, including but not limited to filing an annual report in that state, as well as maintaining a registered agent or REGISTERED OFFICE ADDRESS. If you are unsure whether or not you need this, connect with your business attorney.
- Changes to formation documents; records upkeep – did your corporation or nonprofit change officers? Did your business pivot and change its purpose or federal tax classification? Any time you are making changes to your organizational documents, you should follow the ratification protocols in your by-laws and ensure updates are properly documented. If you didn’t handle this when the change took place, year-end is a good time to do so. Keeping your documents current and keeping up with meeting minutes is a disciplined practice for NONPROFIT and for profit organizations. On a larger scale, maintaining a stock ledger keeps your organization compliant for federal tax purposes! Some organizations turn to a business attorney or law firm to help with corporate record keeping to ensure these documents are safe and current. Good recordkeeping goes a long way, especially down the road when considering possible M&A OPPORTUNITIES.
YEAR-END PLANNING: CONTRACTS, AGREEMENTS, INSURANCE AND LICENSING
While the documents noted above are required from legal and regulatory perspectives, other considerations for your business may be subjective, but a good practice for year-end planning nonetheless. If you haven’t already, take a closer look at:
- Contracts – obviously not all contracts expire on 12/31 each year, but some are annual and need to be renewed amidst the Q4 hustle and bustle. Contracts can govern tenancy, EMPLOYMENT, equipment, vendor relationships, software and licensing, IP and more. Reviewing these annually gives your business the opportunity to assess the effectiveness and terms of a relationship, and consider any changes you want or need made. Additionally, if you have a business loan, year-end is a good time to ensure you’ve met all lender requirements and are in compliance with your repayment obligations.
- Organizational documents – if your organization operates as some sort of partnership or was incorporated by co-founders, you should have AGREEMENTS IN PLACE – Buy-Sell Agreement, Operating Agreement, Partnership Agreement, etc.- to govern a multitude of things like salaries, ownership percentages, etc. Annually, owners may be required to agree on company value, so as to calculate the price of ownership interests if sold. Make sure any new owners or partners have signed joinder agreements to these original documents as well. While it’s unlikely these core documents will change often (except for valuations), especially as owners and partners age, it’s important to revisit transfer of ownership interests in the company should a founder pass away or become incapacitated to ensure operational continuity. Also, beyond ensuring you’ve updated and reviewed any corporate by-laws, be sure to abide by them as well, paying out required dividends or distributions, and documenting these transactions.
- Insurance and licensing – some businesses are required to operate with certain insurance policies, especially licensed professionals like accountants, dentists, engineers, or therapists. If you operate a business with multiple practitioners, be sure all licenses are current and in good standing, while also taking the time to review your liability insurance rates and plans. If part of your company’s Buy-Sell Agreement requires the company to buy ownership interests from the estate of a deceased owner, then it may also require the company to obtain life insurance on each owner, naming the company as the beneficiary. Be sure the life insurance policy fully covers the value of the ownership interest, as verified by an independent party, on an annual basis, perhaps at year-end.
YEAR-END PLANNING: BEYOND BUSINESS LAW
While businesses are governed by corporate law, they are also impacted by several other areas of life, based on the relationships and personal lives of the owners and officers. So, while these are helpful year-end planning tips, also consider these other legal ramifications:
- Family law – if you’re getting married in the next calendar year, take this time to establish a PRENUPTIAL AGREEMENT to protect your business ownership rights. Getting a divorce? Unless otherwise protected in a prenup, your business is part of your marital estate and will be part of the EQUITABLE DISTRIBUTION PROCESS.
- Estate law – while succession planning may already be covered in your Buy-Sell Agreement, family-run businesses may have other ownership transfer requirements or plans. If you developed a succession plan with your estate attorney that requires ownership transfers on an annual basis, take this year-end period to handle and document these transactions. Don’t have a succession plan for your business? Talk to an EXPERIENCED ESTATE ATTORNEY.
- Employment law – with so many RECENT EMPLOYMENT LAW CHANGES, be sure your company policies, procedures and handbooks address updates and trends like remote work, wellness, current wage and overtime regulations, privacy and more. Take some time to review these with your HR team or an employment law attorney to ensure legal compliance with new or updated laws.
Our Corporate, Business, and Banking Group can help you establish a year-end checklist (as well as provide services to help you check off many of the items noted above!) that puts your organization on track for a strong finish and start in the next year ahead.
