entity_compliance_calendar v1.0.0

name: entity_compliance_calendar description: "Keeping corporate entity obligations on schedule across states: compute annual report, franchise tax, and statement deadlines by state and entity type with a deadline matrix and a tested calendar tool, track registered agent renewals, run a health audit that catches a lapsed entity before a bank or deal counterparty does, and work the cure path for reinstatement. Use when someone asks when an annual report or franchise tax is due, how to keep an LLC or corporation in good standing, why an entity shows delinquent or suspended, or to build a compliance calendar for entities in several states."

Entity Compliance Calendar

Purpose

Entities do not lapse because owners refuse to file. They lapse because the deadlines are built to be missed: five common patterns (fixed date, anniversary month, anniversary month start, biennial, and split agency) run side by side, the notices go to a registered agent address, and the failure only becomes visible when a bank, buyer, or new state asks for a certificate the entity cannot get.

This skill turns a list of entities into a working calendar. One register holds every entity and registration. A tool computes the next deadline for each one from the rule for its state and type. A quarterly health audit checks the state record itself, not the calendar, so a filing that was marked done but never accepted still gets caught.

Workflow

1. Build the register. One row per registration, not per company. A Delaware LLC that is foreign qualified in California is two rows, because it owes two states on two different clocks. Use the columns in references/sample-register.csv: entity, state, entity_type (llc, corp, foreign_corp, lp, nonprofit), formation_date (the date the state filed the formation or the foreign authority, which sets the anniversary month), registered_agent, agent_renewal_date, fiscal_year_end_month, status. Get formation_date from the stamped formation document or the state record, never from the date the business started operating.

1. Classify each row by pattern before computing anything. Read references/deadline-matrix.md and label the row: fixed date (Delaware, Florida, Georgia, Texas), anniversary month end (Nevada, Washington, Colorado), anniversary month start (Wyoming, and Illinois LLC which is due before the first day), biennial (California LLC statement, New York), or split agency (California tax versus statement, Texas Comptroller versus Secretary of State). If the state is not in the matrix, look the rule up on that Secretary of State site and mark the row unverified until the portal confirms it.

1. Compute the calendar. Run the tool:

python3 bin/entity_calendar.py register.csv --as-of YYYY-MM-DD

It prints every deadline sorted by due date with a tier (OVERDUE, CRITICAL within 30 days, URGENT within 90, WATCH within 180, TRACKED beyond), the rule it used, and a flag on any row where it had to use the generic anniversary rule. Use --format json for a calendar import. Worked output from the sample register is in the Output Contract below.

1. Set two reminders per deadline, not one. Set the first at the start of the filing window or 45 days before the due date, whichever is earlier, and the second 10 days before the due date. Illinois opens only 60 days ahead and New York will not accept a statement before its due month, so a reminder set a year ahead produces a filing the state rejects or ignores. Florida and Georgia open on January 1, so the first reminder for those rows belongs in the first week of January.

1. Track the registered agent as its own deadline. Agent service renews on its own cycle and its lapse starts a separate dissolution clock in most states, roughly 30 to 60 days after state notice in the sources checked. Record agent_renewal_date in the register, confirm the agent address is a physical street address in that state, and test the contact path quarterly. When an agent resigns, appoint the replacement the same day, before the resignation takes effect where possible.

1. File, then prove it. A filing counts as done only when the confirmation receipt from the state portal is saved with the date visible. Save tax receipts separately from report receipts. In split agency states one receipt proves nothing about the other obligation. Update the register status and the last filed cycle the same day.

1. Run the health audit quarterly and before any transaction. Follow references/health-audit.md: state record check with the exact status word recorded, filing currency by receipt, agent check, certificate readiness, and the tax and licence neighbours that do not show on the state record. Run it before a financing, a sale, a bank account opening, a foreign qualification, or signing a contract where the other side will check standing, even if the calendar says everything is on time.

1. Cure a lapse in the audit order. Get the exact missed filing list and payoff from the state office or portal, restore the agent first if it lapsed, file missed cycles in the order the state requires, clear back taxes and any tax clearance step, then file for reinstatement inside the state time limit (commonly two to five years in the sources checked, exact limit varies). After reinstatement, pull a fresh certificate and send any contracts signed during the gap to counsel, because reinstatement being retroactive does not settle personal liability for the gap period on its own.

1. Refresh the matrix once a year. Fees and some deadlines change by legislation, and at least one state in the matrix changed a fee in the research window for this skill. Re-check each state row against the filing office site at the start of the year, update the matrix date, and note what changed. A calendar built on a stale matrix fails quietly, which is worse than no calendar.

Output Contract

A calendar run produces:

• A dated table sorted by due date: tier, due date, days remaining, entity, state and type, the filing owed, and the rule used, with unverified rules flagged in the output, not buried in a footnote.
• An overdue section when anything is past due, naming the health audit as the next step before any filing, signing, or banking move.
• For each entity, the full set of its clocks listed separately: report or statement, tax, and agent renewal are three lines, never merged into one date.

Worked example, sample register in references/sample-register.csv, run as of 2026-10-28:

• Florida Sun Pier LLC shows May 1, 2027, the first May 1 after the October 2026 run date, under the rule that the first report falls in the year after formation.
• Georgia Peach Line LLC shows April 1, 2027 on the same pattern, the April 1 after the run date.
• Illinois Lakefront Media LLC, formed in March, shows February 28, 2027, the day before its anniversary month starts, not a date in March.
• Wyoming Prairie Signal LLC, formed in June, shows June 1, 2027, the first day of its anniversary month.
• California Coast Retail LLC shows two lines: the $800 tax on April 15, 2027 and its biennial Statement of Information at the end of its anniversary month in the next even cycle year.
• Delaware Harbor Notes LLC shows June 1, 2027 for its annual tax, while Harbor Notes Inc, the corporation, shows March 1, 2027 for report plus franchise tax. Same state, same owner name pattern, different clocks. That split is the reason the register is per registration.

A health audit produces the one page report defined at the end of references/health-audit.md.

Operating Rules

• The state filing office is the source of truth for deadlines, fees, and status. The matrix in this skill is a researched starting point dated 2026-10-28, not a substitute. Re-verify the fee and the rule on the portal before filing or quoting a number to anyone.
• Never merge separate obligations into one calendar entry. Report, tax, and agent renewal fail independently, and a state can suspend an entity from the tax side while the filing side looks clean, as California does.
• Never assume a deadline shifts for a weekend or holiday. Texas Comptroller states that its May 15 date shifts to the next business day. Other states state the opposite or say nothing. Check the rule for that state and that filing.
• Never assume a filing in one state covers another. Foreign qualification creates a second full set of obligations, including, in most states, a certificate from the home state dated within 30 to 90 days at the time of qualification.
• A certificate of good standing, status, existence, subsistence, or fact (the name varies by state) proves filing and fee compliance on its issue date only. It does not prove financial health, tax compliance beyond what the issuing office checks, or that the entity stayed current after that date.
• This skill is calendar and process support, not legal or tax advice. Reinstatement after a long lapse, liability for the gap period, franchise tax computation methods such as the Delaware Assumed Par Value method, and whether an activity creates a filing duty in a new state are questions for counsel or a tax adviser. Flag them, do not answer them from the matrix.
• Keep the register free of secrets and personal data beyond what routing needs. It holds entity names, states, dates, and agent names. It does not hold EINs, bank details, or owner home addresses.