Entity Problems Tax Season Finds Too Late - Florida Institute of CPAs

Overview

Every one of your business clients is at least one legal entity — and most are several. Each of those entities carries its own set of state obligations that have nothing to do with the tax return: annual reports, registered agent requirements, and foreign registrations in states the client may have stopped operating in years ago. When those obligations slip, the consequences land on your desk, in March, when the client can't get a good standing certificate for a loan closing, discovers a $400 Florida late fee that no one can waive, or learns the entity was administratively dissolved last September.

November is the only month on the calendar when a firm can get ahead of all of it. Tax season is behind you and the 2027 compliance year hasn't started. Florida's annual report window opens January 1 and closes May 1, and every other state runs its own clock alongside it. This session is built for exactly that six-week gap.

What We'll Cover

We'll start with what actually happens to a business entity between January 1 and May 1 — in Florida first, and then in the states Florida clients most often carry entities in: Delaware, New York, Texas, and the Wyoming and Nevada . Those are LLCs clients form online without telling anyone. We'll draw a clear line between state registration obligations and tax filing obligations, and explain how a client can be fully current with the Department of Revenue while sitting in revoked status with the Secretary of State.

From there, we'll walk through the four failure points that account for most lost good standing — dormant foreign registrations, outdated registered agent addresses, missed annual reports, and revoked or administratively dissolved status. We will show you how to spot each one in a client's entity portfolio, and what it actually costs to unwind.

We'll close with a practical year-end entity review your firm can run across its client base in an afternoon, and a simple entity register template that turns a once-a-year fire drill into a repeatable, billable service.

You'll leave With

A clear picture of which entity deadlines reset on January 1 and which run on anniversary dates.
A working understanding of Florida's 2027 annual report cycle, fees, penalties, and dissolution timeline.
A four-point audit you can apply to any client's entity portfolio.
A downloadable multi-state compliance calendar and entity register template.
A model for offering entity compliance as a year-round service rather than a reactive cleanup.

Speakers

Frank Tumminello, CEO and Co-founder, FileForms

Frank Tumminello is the CEO and Co-Founder of FileForms, the compliance automation platform that handles entity formations, annual reports, registered agent services, foreign qualifications, and related state filings across all 50 states. Built API-first, FileForms powers compliance programs for more than 35,000 businesses and 2,000 professional services firms, and provides white-label compliance infrastructure to CPA firms, law firms, family offices, and fintech platforms.

Before founding FileForms, Frank spent nearly a decade in private equity and investment banking. As Director of Corporate Development at Flores & Associates, a private equity–backed benefits administrator, he led eight acquisitions of third-party administrators and business compliance providers. Earlier, he was a Senior Associate at Century Equity Partners and an investment banking analyst at Oppenheimer & Co. and Raymond James.

Frank is a frequent speaker and podcast guest on state compliance and the professional-services channel, including past appearances with the FICPA. He holds a B.S. in Physics from Bates College and is based in South Florida.

Ryan Mulligan, Head of Account Management, FileForms

Ryan Mulligan leads Account Management at FileForms, where he works directly with accounting firms, law firms, and multi-entity businesses to design and run their entity compliance programs — from registered agent coverage and annual report calendars to multi-state foreign qualifications and good standing remediation.

Ryan brings 13 years of experience in corporate compliance services. He spent the majority of his career at Corporate Creations, one of the country's leading registered agent and corporate services providers, and continued with the business following its acquisition by Computershare, where he managed a team of account managers serving professional firms and their clients. That background gives him a practitioner's view of what actually goes wrong inside a client's entity portfolio and what it costs to fix.

At FileForms, Ryan leads onboarding and ongoing account management for professional firms, bulk filers, and API partners.

Highlights

By the end of this session, participants will be able to:

Identify key entity compliance deadlines, filing structures, and consequences of noncompliance across common jurisdictions.
Distinguish state entity registration requirements from tax compliance and recognize common causes of lost good standing.
Evaluate entity records for common compliance risks, including missed filings, outdated registered agent information, foreign registrations, and administrative dissolution.
Develop a practical entity compliance register and repeatable monitoring process for use across a firm's client base.

Prerequisites

None

Designed For

Partners, managers, and staff at CPA firms who advise closely held businesses, real estate investors, professional practices, and multi-entity clients — particularly firms that field "are we in good standing?" questions during tax season and want to stop answering them after the fact.

Objectives

By attending this session, participants will be able to:

Identify the state-level compliance obligations that attach to every business entity — annual reports, registered agent requirements, and foreign registrations — and distinguish them from the tax filing obligations most firms already track.
Recognize which entity deadlines reset on January 1 and which run on entity-specific anniversary dates, and understand why anniversary-date states are where most missed filings occur.
Explain Florida's 2027 annual report cycle in detail: the January 1 – May 1 filing window, fees by entity type, the statutory $400 late penalty and why it cannot be waived, and the September administrative dissolution timeline.
Describe how the compliance calendar works in the states Florida clients most often carry entities in — Delaware, New York, Texas, Wyoming, and Nevada — and how those obligations differ from Florida's.
Assess a client's entity portfolio for the four most common causes of lost good standing: dormant foreign registrations, outdated registered agent addresses, missed annual reports, and revoked or administratively dissolved status — and estimate what each costs to remediate.
Explain why a client can be fully current with a state Department of Revenue while sitting in revoked or void status with the Secretary of State, and why good standing matters at loan closings, transactions, and when a tax clearance certificate is required.
Apply a practical year-end entity review process to the firm's client base before the 2027 filing window opens, using a six-column entity register (entity, state, type, deadline, registered agent, status) the firm can maintain year-round.
Evaluate how entity compliance monitoring can be structured as a recurring advisory service rather than a reactive, tax-season cleanup.

Preparation

None

Notice

FICPA Webinars are presented virtually.

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