Has Your Incorporation Expired?


dreamstime_440683Last year a board on which I was sitting discovered that our incorporation had expired.The board members had just signed the documents to sell real estate and learned that our organization wasn’t even a valid legal entity so the real estate transaction was invalid.Recently I discovered that several non-profits in my community have found themselves in a similar position.How could such a thing happen?

Most jurisdictions require renewal of incorporation every few years, in some places it is every 5 years.The government mails renewal documents a few months before the due date, and as long as these simple forms are returned indicating that the organization is still active, the incorporation is automatically renewed.But when the address of the organization or the statutory agent changes and the government is not advised, the renewal notice doesn’t get delivered.The government office that handles incorporation in each jurisdiction asks for the name, position, and address of the statutory agent, the person who is to be the contact for official matters on behalf of the organization.And they require notification when the name, position, or contact information of the statutory agent changes.Many board members and senior staff have never completed statutory agent nor incorporation renewal documentation and don’t even know such government forms exist. (more…)