Entity Compliance

/entity-compliance

1. Load ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md → ## Entity Management (entity table, jurisdictions, registered agent).
2. Route to the correct mode below based on flag:

• No flag or --init: Mode 1 — initialize tracker from entity table
• --report: Mode 2 — surface upcoming deadlines and overdue items
• --update: Mode 3a (manual) or 3b (--from-report upload) — update status
• --sweep: Mode 3c — walk through unknown/overdue items one by one
• --audit: Mode 4 — full health audit
• --export: Mode 5 — produce CSV or table export

1. Read/write ~/.claude/plugins/config/claude-for-legal/corporate-legal/entities/compliance-tracker.yaml.
2. After any update: show summary of changes and next action.

Purpose

Annual reports, franchise taxes, Statements of Information, biennial filings — every entity in every state has its own schedule and its own consequences for missing the deadline. This skill maintains a single YAML tracker that knows what's due, when, and for which entity. It's lightweight by design: the tracker is a file you own, Claude updates it on command, and you export it when you need to share it.

Important: deadline reference caveat

The filing deadlines in this skill's reference table reflect publicly available requirements as of the skill's build date. State filing requirements and due dates can change. Always confirm deadlines with your registered agent or directly with the relevant Secretary of State before relying on them for compliance purposes. If you use CT Corp, National Registered Agents, or another registered agent service, their compliance calendar is authoritative for your specific entities — use this tracker to organize and surface their data, not to replace it.

Jurisdiction assumption

This tracker computes deadlines against the state or country of formation / qualification recorded per entity. Filing rules, due-date mechanics, and fee structures vary materially by jurisdiction. If an entity's actual footprint differs from what's in ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md (undisclosed foreign qualification, dissolved entities, jurisdictional re-domestication, international filings managed by a local agent), the output may not apply as written — confirm with the registered agent or local counsel for that jurisdiction.

Entity-type disambiguation (especially Delaware)

The filing calendar depends on entity type, not just jurisdiction. Treating a "Delaware entity" as a single bucket is a common and consequential error — DE corporations, DE LLCs, and DE LPs have different filings, different deadlines, and different consequences for a miss. Confirm the entity type from the entity table before computing or reporting a deadline, and never copy a deadline from one entity-type to another in the same state. Delaware — the split that matters: - DE Corporation (Inc., Corp.): Annual report AND franchise tax, both due March 1. Franchise tax is calculated by the authorized-shares method or the assumed-par-value capital method (whichever is lower); the annual report captures director / officer information. Statutory basis: 8 Del. C. §§ 501–502 [verify current]. - DE LLC: No annual report required. Annual tax is a flat $300, due June 1. Statutory basis: 6 Del. C. § 18-1107(d) [verify current fee and date]. - DE LP: No annual report required. Annual tax is a flat $300, due June 1 (parallel to the LLC rule). Statutory basis: 6 Del. C. § 17-1109 [verify current]. A DE LLC is NOT required to file a March 1 annual report — writing that deadline for an LLC carries real risk (spurious "overdue" flags that mask actual June 1 exposure, or worse, the inverse: a user who treats the March 1 corporation rule as universal and misses the June 1 LLC deadline). If the entity table records a Delaware entity without a type, flag it as type_unknown and ask the user to confirm before computing either deadline. The same entity-type discipline applies in every other jurisdiction with divergent filing regimes by entity type (e.g., CA corp Statement of Information vs. CA LLC SOI cadence; TX franchise tax applies to corporations, LLCs, and LPs but with different no-tax-due thresholds). When the reference table for a jurisdiction is populated, make sure it is indexed by entity type, not just by state.

Tracker file

Lives at ~/.claude/plugins/config/claude-for-legal/corporate-legal/entities/compliance-tracker.yaml. Structure:

# Entity Compliance Tracker
# Generated: [date]
# Last updated: [date]
# Disclaimer: deadlines are reference only — confirm with registered agent or Secretary of State

metadata:
  company: "[Company Name]"
  generated: "[date]"
  last_updated: "[date]"
  last_audit: "[date or null]"

custom_jurisdictions:   # manually added — US states or countries not in built-in reference table
  []                    # populated when a new jurisdiction is encountered

entities:
  - name: "[Entity Name]"
    type: "[Corporation / LLC / LP / other]"
    state_of_formation: "[state]"
    formation_date: "[date or null]"
    status: "[active / dormant / dissolving]"
    registered_agent: "[CT Corp / National / in-house / other]"
    notes: ""

    jurisdictions:
      - state: "[state]"
        qualification: "[domestic / foreign]"
        qualified_date: "[date or null]"
        agent_managed: false   # set true for international entities where a local agent handles compliance
        local_agent: "[name or null]"
        filings:
          - type: "[Annual Report / Franchise Tax / Statement of Information / Biennial Statement / other]"
            due_date: "[YYYY-MM-DD]"
            due_basis: "[fixed date / anniversary month / other]"
            last_filed: "[date or null]"
            last_fee: "[amount or null]"
            status: "[current / due_soon / overdue / unknown]"
            confirmed_good_standing: "[date or null]"
            notes: ""

Status values:

• current — filed for current period, nothing due within 90 days
• due_soon — due within 90 days
• overdue — past due date with no filed date recorded
• unknown — no information; needs manual confirmation

Mode 1: Initialise

Run when no tracker exists, or with --rebuild to regenerate from scratch.

Step 1: Load entity table

Read ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md → ## Entity Management → Entity table. If the entity table is populated (from org chart upload at cold-start), use it directly. If not, ask the user to either run the cold-start module or provide the entity list.

Step 2: For each entity × jurisdiction, confirm the filing requirements

For each entity, confirm the current filing schedule with the registered agent or the relevant Secretary of State. State filing schedules change (some states move from fixed dates to anniversary-based schedules and back, fee structures are revised, filing categories are reclassified). Do not rely on a cached schedule. The tracker below records the dates you confirm; update them when your registered agent sends reminders.

For each jurisdiction where the entity is registered (domestic or foreign):

1. Ask the user whether they have a current compliance report from the registered agent — that's the most authoritative source.
2. If not, ask the user what they know (filing type, due-date basis, last filed date, typical fee). Record what they provide.
3. For anything the user does not know, flag the entity × jurisdiction entry as unknown — do not populate dates from a cached reference. The user's next step is to confirm with the registered agent or Secretary of State.

Capture details in the tracker rather than a reference table:

I don't have filing requirements for [Jurisdiction] in the reference table.