Some things never change! We're ushering in a new year, and these deadlines still apply and are looming. Another annual obligation to remember is to pay your registered agent fees. If you don’t, your registered agent could file a withdrawal with Delaware and your company could lose its “good standing.” Once your company loses its "good standing" it won't be able to secure funding or close on a sale. Getting your company “revived” back to good standing isn’t hard—it requires hiring a registered agent and making a filing in Delaware—but don’t delay because someone else may come along and register your company’s name in the meantime, forcing you to revive your company using a different name.
It’s the start of a new year with new resolutions. More exercise, less sugar, saving more money, and remembering those pesky deadlines for your new company?! Yes, we here at Shoobx are focused on your company’s waistline and don’t want you to miss some of the annual deadlines relating to your incorporation, or to any stock options granted to employees. So we’ve assembled the following list for you as a reminder with the caveat that this isn’t an exhaustive list. There are other deadlines that you also need to think about, like filing your corporate tax return, completing any applicable state tax filings, issuing W-2s, or annually electing directors.
January 31st - Provide a Form 3921 to those who exercised an ISO.
Any time one of your employees (or former employees) exercises their incentive stock options (ISOs), you will have to prepare a Form 3921, which lists information including the dates the option was granted and exercised, the exercise price, the number of shares transferred and the fair market value per share on the exercise date. Form 3921 is in triplicate—one goes to your employee, the other to the IRS (see below), and the company keeps the last one. You need to provide the Form 3921 to your employees by January 31st (or the following business day if January 31st falls on a Saturday or Sunday).
February 28th - File Form 3921 with IRS.
If any of your company’s employees (or former employees) exercised an ISO, you have to file a Form 3921 with the IRS for each exercise. The Form 3921 that gets filed with the IRS has to be scannable, which means you have to order the form from the IRS directly—you can’t just print it from their website. You can order these forms for free at the IRS website. You can also file the Form 3921 electronically but you need to have set up the ability to file in the IRS’s FIRE system (which should be done 45 days in advance), and you need to format your submission in a particular way that is compatible with the FIRE system. Companies that have more than 250 Form 3921s to file in a tax year must file them electronically. The deadline for this filing is February 28th if you are filing by paper, or March 31st if you are filing electronically (and it becomes the following business day if the deadline falls on a Saturday or Sunday). If you need more time for your filing with the IRS, you can apply for an automatic 30-day extension if you file Form 8809 (which, unlike the Form 3921, can be printed from the website) by the deadline. The IRS imposes a range of penalties if you submit a Form 3921 that can’t be scanned, if you file a Form 3921 late, or if you don’t file one at all.
March 1st - File your Annual Report with Delaware.
Every corporation incorporated in Delaware is required to file this annual report online and pay the annual franchise tax. Miss this deadline and you’ll be stuck with a $200 late penalty and interest.
Varies by State - File your Annual Report in every state where your company is registered as a foreign corporation.
- The deadlines for filing vary by state.
- In Massachusetts, it’s due 2.5 months after the end of the company’s fiscal year (so March 15th if December 31st is your fiscal year end).
- In California it’s called a Statement of Information. It’s due 90 days after you filed as a foreign corporation in California and then annually within 5 months of the anniversary of that filing.
- In New York, it’s called a Biennial Statement. It’s due every 2nd year after filing as a foreign corporation in New York, within 30 days of that filing anniversary.
- For other states, search on the state’s Division of Corporations website.