Secretary of State Annual Report Letters

If you are the owner of an LLC or corporation, you’ve probably received a few letters that look like this.

The letters look very official and tell you that you need to file your annual periodic report for your entity with the Secretary of State. However if you read the fine print, you will see that these letters do NOT come from the Secretary of State; they come from a third-party that is offering to file your annual periodic report for you.

(The example in this post if for a Colorado entity; however there are similar letters sent out in other states that offer this unnecessary “service.”)

All of the information pre-filled on the report is from public records on the Secretary of State’s website. You typically do NOT need to use a third-party to file your annual report. In this example, the third-party service is charging a $75 fee, which includes the $10 Secretary of State fee. In Colorado, the annual report can easily be filed online through the Colorado Secretary of State website. So if you use these service, you are basically paying $65 for something that will probably take you more time and energy then just going to the Secretary of State website and filing the report yourself.

You can find instructions here on how to file your Colorado annual report yourself: https://www.sos.state.co.us/pubs/business/FAQs/reports.html

You can also sign up on the Colorado Secretary of State’s website to receive email notifications when your annual report is due.

If you receive this type of correspondence and need help determining if it is legitimate, you may want to consult with your attorney or tax professional.

I Set Up an LLC… Now What?

Maybe you are doing some side work in addition to your regular W-2 job.  Or maybe working from home during Covid made you realize you are over the 9 to 5 grind and you are going out on your own.  You heard that if you are working for yourself, you should set up an LLC so you got on the Secretary of State’s website and filed the articles of organization.  You don’t really know what it means but you set up an LLC!

What is an LLC?

LLC stands for limited liability company.  It is a type of business entity that is typically set up for legal purposes, to limit the liability of your business activities from your personal life and/or other businesses. 

To set up an LLC, You usually start  by filing articles of organization with your state’s Secretary of State.  For an LLC to truly serve the purpose it is designed for i.e. limited liability, you will want to do a few other things including:

-Set up a bank account for the LLC to run all of your business income and expenses through.

-Consider working with an attorney to draft an LLC operating agreement.  This is especially important if you have partners/co-owners in the business.

-Set up a bookkeeping/accounting system.  If there will be minimal income and expenses, you may be able to just keep track in a spreadsheet.  If there will be more financial activity, you may need to utilize a bookkeeping software or app such as QuickBooks or Wave.

-Provide an updated W-9 to any clients/customers who give you a 1099.  You will want to give them an updated W-9 showing your LLC name (and EIN if applicable).

Also, to clear up one common misconception…setting up an LLC does not magically convert otherwise personal expenses into business deductions.  Generally, the amounts you pay to run your business are deductible as business expenses, regardless of whether you have a separate legal entity set up for the business. 

Tax filing options as an LLC

Operating an LLC gives you several tax filing options.

If you are the sole member (owner) of the LLC, you can file your taxes in the following ways-

-You can have the LLC treated as what is known as a “disregarded entity” which means you report all of the LLC’s income and expenses on your personal tax return and do not have a separate LLC tax return filing.

-You can make what is known as an “S election” with the IRS and file a separate S corporation tax return.  The main reason LLC owners choose to do this is it can reduce the self employment taxes you pay on your LLC income in some cases.

-You can file an election to have your LLC taxed as a C corporation and file a separate C corporation tax return.  One reason you may choose to do this is if you have a large amount of medical expenses; C corporations can allow for generous medical expense deduction reimbursements.

If you own the LLC with one or more others, in addition to being able to file as an S corporation or C corporation, you can also file as a partnership.  Filing as a partnership is the default tax filing for an LLC with two or more members.  A reason you may choose to file as a partnership is it can provide more flexibility in allocating income and losses to the members than filing as a corporation.

Do you need a federal employer identification number from the IRS?

If your LLC is going to be taxed as a corporation or partnership, you will definitely need an EIN to use for your business tax return.  If you are going to treat your LLC as a disregarded entity for tax purposes and report on your personal tax return under your social security number, there are still some circumstances where you will need or want a separate EIN for the business including if you plan on hiring employees.  Also, when you open a business bank account the bank will ask for your EIN.  You may be able to get around having an EIN with the bank by using alternative identification depending on the bank and their account opening requirements.

Information provided on this web site by Cassandra Lenfert, CPA, LLC is intended for reference only. The information contained herein is designed solely to provide guidance to the user, and is not intended to be a substitute for the user seeking personalized professional advice based on specific factual situations. This Site may contain references to certain laws and regulations which may change over time and should be interpreted only in light of particular circumstances. As such, information on this Site does NOT constitute professional accounting, tax or legal advice and should not be interpreted as such.

Although Cassandra Lenfert, CPA, LLC has made every reasonable effort to ensure that the information provided is accurate, we make no warranties, expressed or implied, on the information provided on this Site, or about any other website which you may access through this Site. The user accepts the information as is and assumes all responsibility for the use of such information. We also do not warrant that this Site, various services provided through this Site, and any information, software or other material downloaded from this Site, will be uninterrupted, error-free, omission-free or free of viruses or other harmful components.

Self-Employment Tax FAQs

Maybe you’re newly self-employed and trying to get a handle on all things self-employment…or maybe you’ve been on your own for awhile and want to understand your taxes better.  One thing is certain, being self-employed can complicate your tax situation.  Here are some frequently asked questions about taxes when you are self-employed.

Question: Do I get to claim more tax deductions now that I’m self-employed?

Answer: Probably.  The federal tax code allows you to deduct business expenses that are “ordinary” and “necessary” for the production of your income.  The specific expenses you can claim as tax deductions will vary based on your individual self-employment situation and industry.   Allowable deductions typically will reduce your self-employment income.  You will then be taxed on your “net” (income after deductions) self-employment income.

Question: I’m self-employed for the first time.  I should set up an LLC so I can take deductions, right?

Answer: You don’t need a separate business entity to claim business deductions against your business income.  Whether or not you should set up a business entity to run your self-employment activity through is as much a legal question as a tax question.  

Question: Do I need to file a separate self-employment tax return?

Answer:  It depends.  

-If you do not have a separate entity and are in business by yourself (no partners), you are considered a “sole proprietor” and your business revenue and expenses will be reported directly on your personal income tax return. 

 -If you have set up a LLC and:

–are in business by yourself, the default tax filing is for the business revenue and expense to be reported on your personal tax return.  

–have partners in your business, or make a separate tax election to have your entity taxed as a corporation, you will need to file a separate business tax return. 

-If you have set up a corporation or partnership with your state, you will also have a separate business tax return filing requirement.

Question: I report my self-employment income and expenses on my personal tax return.  How is self-employment tax calculated?

Answer:  Your net self-employment income will be taxed in several ways.  

-You will be subject to federal income tax on your net self-employment income.  Self-employment income is subject to ordinary income tax rates.

-If you live somewhere that has state and local income taxes, you typically will be subject to state and local income tax on your net self-employment income.

-You will also be subject to self-employment tax.  This is made up of two components: Social Security tax and Medicare tax.  

   -Social Security tax is 12.4%. (Social Security tax is imposed on wages/self-employment income up to $147,000 in 2022)

   -Medicare tax is 2.9%.

   -Total self-employment tax is 15.3%

This is on top of your regular income tax.  This is a shock to many people when they first become self-employed.

Question: How do I pay these taxes?  When I worked as an employee, my company withheld tax from my pay.  Now that I’m self-employed, I don’t have any tax withheld from my payments.  I’m not sure what to do.

Answer: Now that you are self-employed, you may need to send in quarterly estimated tax payments to the IRS.  Typically the IRS wants you to pay in the tax you owe evenly throughout the year.  If you wait until you file your tax return to pay all of your tax for the year, you may be subject to an underpayment penalty.  Making quarterly estimated tax payments can prevent you from paying this penalty.

To avoid the underpayment penalty, you need to pay in 100% of your prior year tax amount (110% if your prior year adjusted gross income was $150,000 or higher), or 90% of your current year tax amount.  

So for example, let’s say you worked a W-2 job in 2021 and your total tax for the year was $6,200.  You became self-employed in January 2022.  To avoid the underpayment penalty for 2022, you could pay in $6,200 via quarterly estimated tax payments, or $1,550 per quarter. Even if your tax liability for 2022 was much higher than $6,200, you would not owe an underpayment penalty if you paid in $6,200 evenly throughout 2022.

Federal quarterly estimated tax payments are due as follows:

1st Quarter – April 15th

2nd Quarter – June 15th

3rd Quarter – September 15th

4th Quarter – January 15th

Question:  I had a spike in income last year; I don’t think it makes sense to make estimated tax payments based on last year’s tax.  How do I estimate my current year tax so I know how much I should pay in quarterly estimated tax payments?

Answer:  In this situation, it may be a good time for you to work with a tax professional to help you estimate your tax for the year to determine how much you should pay in estimated tax payments.

Question: Okay I think I need to make quarterly estimated tax payments.  How do I actually make the payments?

Answer: There are a few different ways you could make payments to the IRS.

-You could send in quarterly payment vouchers with a check.  The instructions and payment vouchers for most individual taxpayers can be found here  https://www.irs.gov/pub/irs-pdf/f1040es.pdf

Anytime you send something to the IRS ,it is a good idea to send it via certified mail with return receipt.  You want to be able to prove when you sent it if any issues come up.

-You can make a payment via the IRS website.  Here is a link  https://www.irs.gov/payments

Question:  I didn’t make any quarterly estimated tax payments all year, even though I should have.  Am I going to tax jail?

Answer:  Probably not.  The purpose of quarterly estimated tax payments is to reduce or eliminate any underpayment of estimated tax penalty when you file your taxes.  The underpayment penalty rate is currently 3%.  If your total tax for the year is $10,000 and you made no estimated tax payments, the worst that will happen is when you file your taxes you will have a  maximum $300 underpayment penalty ($10,000 x 3%).  (The actual penalty calculation is slightly more complicated and your maximum underpayment penalty would actually be a little less than $300).

Question:  It’s October and I accidentally missed the first three quarterly payments.  What should I do?

Answer:  If you are able to, you may want to make one payment now equal to what your first three quarterly payments should have been.  So if you were supposed to make quarterly payments of $1,000 per quarter, you could make a payment now of $3,000.  You may still end up with some underpayment penalty when you file your return but paying now rather than waiting until you file your tax return will reduce the penalty.

Question:  The current underpayment of estimated tax penalty is only 3%.  I think I can earn 10% putting my money in fill in the blank investment (stock market, iBonds, crypto, my cousin’s food truck, etc etc).  Can’t I just wait until April of next year to pay all of my tax due plus the underpayment penalty since I’m earning a higher return than the penalty rate?

Answer: Sure, that’s your choice.  However, if you have a hard time saving money it may work better for you to go ahead and make payments quarterly so you don’t end up with a large tax bill and no cash to pay it.

Information provided on this web site “Site” by Cassandra Lenfert, CPA, LLC is intended for reference only. The information contained herein is designed solely to provide guidance to the user, and is not intended to be a substitute for the user seeking personalized professional advice based on specific factual situations. This Site may contain references to certain laws and regulations which may change over time and should be interpreted only in light of particular circumstances. As such, information on this Site does NOT constitute professional accounting, tax or legal advice and should not be interpreted as such.

Although Cassandra Lenfert, CPA, LLC has made every reasonable effort to ensure that the information provided is accurate, we make no warranties, expressed or implied, on the information provided on this Site, or about any other website which you may access through this Site. The user accepts the information as is and assumes all responsibility for the use of such information. We also do not warrant that this Site, various services provided through this Site, and any information, software or other material downloaded from this Site, will be uninterrupted, error-free, omission-free or free of viruses or other harmful components.