Business Entity Record Maintenance: Peace of Mind for Businesses

Business and Commercial Law

November 10, 2021

Written by Angie McCullough – Corporate and Transactional Paralegal

In Montana, corporations and limited liability companies are required to file an Annual Report with the Secretary of State each year before April 15th. If the report remains delinquent, an entity will be involuntarily dissolved by the Secretary of State. No surprise, while our clients are busy seeing to day-to-day operations and managing their businesses, this deadline is often missed.

Keeping your entity in good standing by filing your Annual Report is an important step even though it can be a bother and inconvenience that is easily put off and forgotten. Falling delinquent could jeopardize the liability protection that shareholders/members enjoy. It’s also possible that another person could come in and stake a claim to your entity name or any assumed business names you have registered. Tax-exempt status for non-profits is another critical feature that could be lost.

In 2014 we established various Business Entity Record Maintenance service plans for clients that wanted us to assist with keeping their entities in good standing with the Montana Secretary of State and other jurisdictions where you may be doing business. These plans are now known by their shorter (and warmer and fuzzier) name “BERM”.

We started out with two simple goals:

  • Ensure our clients’ entities remain in good standing so liability protections are not compromised. 
  • Provide our clients’ with peace of mind that their needs are protected and they are not incurring unnecessary heartburn and fees for missing deadlines. 

We’ve learned that BERM services actually meet some other basic, logistical needs facing busy entrepreneurs:

  • Many clients sign up to simply avoid dealing with yet another online account, login, passwords, etc. 
  • Another reality, as we all know, is that every time a new online system is launched, what follows is a “new and improved” system and endless emails preparing you for the changes. This has certainly been the case with the Montana Secretary of State’s office. Their platform has gone through top to bottom overhauls twice in four years and more subtle changes are introduced regularly. Our team is at your service to jump through the newest hoop, fight off the bugs and gremlins, and make your filings efficiently, painlessly, and without disrupting your daily schedule. It’s our full-time job, not yours.  
  • When the Secretary of State went 100% online, they began to rely nearly exclusively on email for communication and deadline notices. This can create another tripwire for clients (and clogs their inboxes). The existence of your entity could hinge on a simple email address change, a notice that lands in your spam folder, or discarding a legitimate email that is mistaken for a phishing risk or scam. 
  • It’s also important to know and understand the MT SOS system when you provide them with your email address. While getting the notices you need via email is necessary, you don’t necessarily want your email published in a public-facing way. That’s right, most of the data collected by the Secretary of State is public information. There are ways to avoid this exposure, a BERM plan is just one.

We offer a variety of different plans. The level of service determines the annual flat fee cost. These are the basic services:

  • Worden Thane completes the annual report filing each year 
  • For corporations, we prepare minutes or consents memorializing required annual meetings of the board of directors and shareholders
  • Renewal of any assumed business names
  • Maintenance of both a physical and electronic business record book 

Having us keep a complete record book gives you the convenience of having your records available to you, or perhaps a bank or other vendor, through a quick call or email at no charge. Let’s be honest, could you find your Articles of Incorporation in ten minutes? You’ve moved twice in the past decade, and there’s a possibility that the document may be on the hard drive of a computer that crashed two years ago. 

If you are interested in learning more about a plan tailored to your needs, and the associated annual cost, contact us. We offer additional services for those with out-of-state entities or other special considerations. 

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