Outsourced company secretarial services cover the governance paperwork a corporation or LLC must keep current to stay in good standing: board minutes and written consents, the stock ledger and cap table, state annual reports, franchise tax filings, and registered agent coordination. A small business hands this work to an outside team instead of a founder or an office manager. Most owners notice the gap only when an investor, lender or buyer asks for documents that were never prepared.
This guide explains what outsourced company secretarial services include for a US small business in October 2026, what the main state filings cost, where beneficial ownership information (BOI) reporting stands after FinCEN's August 2026 final rule, and how to decide what to keep in-house. It also includes a worked Delaware franchise tax example, because that single filing is where many startups first overpay.
In the UK and many Commonwealth countries, "company secretary" is a defined statutory role. US corporate law treats it as an officer duty. Delaware lets a corporation set its officer titles in the bylaws or a board resolution, and 8 Del. C. § 142(a) requires that "One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose." Most bylaws give that duty to a corporate secretary, who also certifies resolutions and signs certificates. LLCs have fewer formal requirements, though their operating agreements often call for written consents and member records.
In practice, "secretarial" work in the US falls into four buckets:
Bookkeeping shares inputs with this work: gross assets and issued shares drive the Delaware franchise tax. That overlap is why many owners buy secretarial support from the firm that provides their outsourced accounting services.
A typical scope for a small US corporation or LLC looks like this.
| Task | Frequency | Legal basis or trigger | Who usually signs |
|---|---|---|---|
| Board minutes or unanimous written consents | Each decision, at least quarterly in practice | Delaware 8 Del. C. § 141(f) for consents | Directors |
| Stockholder annual meeting or written consent | Annually | 8 Del. C. § 211(b) and § 228 | Stockholders |
| Stock ledger and cap table update | Each issuance, transfer, exercise or cancellation | Bylaws and stock purchase agreements | Corporate secretary |
| Delaware annual report and franchise tax (corporations) | By March 1 each year | Delaware Division of Corporations | An officer or director |
| Delaware LLC or LP annual tax | By June 1 each year | Delaware Division of Corporations | Authorized person |
| Texas franchise tax report and Public Information Report | By May 15 each year | Texas Comptroller | Officer or manager |
| New York biennial statement | Every two years, in the formation month | New York Department of State | Officer or member |
| Registered agent renewal and change filings | Annually and on change | 8 Del. C. § 132 and other state codes | Corporation |
| BOI status review | On formation, foreign registration, or ownership change | FinCEN final rule, August 2026 | Company applicant or officer |
The provider prepares drafts, tracks deadlines and files with states where it has authority to do so. Directors and officers still review and sign.
Delaware lets a board act without a meeting. Under 8 Del. C. § 141(f), board action "may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing," and the consents "shall be filed with the minutes of the proceedings of the board of directors." Many early-stage boards run largely on unanimous written consents, which makes the minute book a folder of signed PDFs.
The problems come from missing approvals. Common gaps include:
Delaware stockholders can also act by written consent unless the certificate of incorporation says otherwise, and Delaware allows corporate records, including the stock ledger, to be kept electronically. An outsourced team typically keeps one indexed digital minute book, cross-referenced to the cap table, with each consent dated, signed and filed in order.
Each line of the cap table should trace to a signed document, such as a stock purchase agreement, an option grant approved by board consent, or a conversion notice. When those documents are missing, a lawyer has to draft ratifying consents during diligence, usually on a tight deadline.
Founder stock subject to vesting raises a tax deadline that sits inside secretarial work. A Section 83(b) election "shall be filed not later than 30 days after the date the property was transferred," according to Treasury Regulation § 1.83-2(b). The provider should log every restricted stock issuance, the 83(b) due date, proof of mailing and the copy given to the company. A late election generally cannot be cured.
Equity records also feed the financial statements. Option grants drive the stock-based compensation expense covered in our guide to ASC 718 stock-based compensation accounting, and original issue dates and asset tests matter for founders hoping to claim the qualified small business stock exclusion. A clean minute book makes both much easier to support. If a round is coming, the checklist for preparing your startup's finances for investor due diligence shows where governance documents fit in the data room.
Each state sets its own reporting cycle, and the four below show how different the rules are.
Delaware. Corporations file an annual report and pay franchise tax each year. The Delaware Division of Corporations states that "Taxes and Annual Reports are to be received no later than March 1st of each year." The minimum tax is $175 under the Authorized Shares method and $400 under the Assumed Par Value Capital method, the filing fee for a non-exempt domestic corporation is $50, and the maximum tax is $200,000 unless the company is a Large Corporate Filer. Missing March 1 brings a $200 penalty, and "Interest at 1.5% per month is applied to any unpaid tax balance." Delaware LLCs, LPs and GPs pay a flat annual tax of $400 due on or before June 1. Full rules are in our guide to Delaware franchise tax requirements.
Texas. The Texas Comptroller states that "The annual franchise tax report is due May 15." The no tax due threshold for 2026 and 2027 reports is $2,650,000. Entities at or below it still file a Public Information Report or Ownership Information Report. More detail is in our explainer on who must file Texas franchise tax.
New York. Corporations and LLCs file a biennial statement with the New York Department of State every two years, during the calendar month in which the original formation document was filed. The fee is $9.
California. California stock corporations and qualified out-of-state corporations file a Statement of Information every year, and LLCs file every two years, within a six-month window keyed to the formation month. The California Secretary of State puts the fee at $25 for California stock and foreign corporations and $20 for all limited liability companies. Failing to file may bring Franchise Tax Board penalties and suspension or forfeiture.
Foreign registrations in other states add their own calendars. Our small business tax compliance calendar lists the federal dates that sit alongside them.
This is an illustrative example. A Delaware C corporation has 10,000,000 authorized common shares with a par value of $0.00001, 8,000,000 shares issued, and total gross assets of $500,000 on its federal return for the year. It files no other share classes.
Authorized Shares method. Delaware charges $250 for 5,001 to 10,000 shares and $85 for "each additional 10,000 shares or portion thereof," according to the Delaware franchise tax calculation page.
Assumed Par Value Capital method.
Result. Filing under the Assumed Par Value Capital method gives $400 of tax plus the $50 annual report fee, or $450 in total. Delaware states that "The Annual Franchise Tax assessment is based on the authorized shares," which produces $85,165 here, a tax difference of $84,765. The alternative method needs the issued share count and gross asset figure, which is why secretarial records and the balance sheet should be kept by people who talk to each other.
Beneficial ownership reporting under the Corporate Transparency Act changed twice in two years. An interim final rule published on March 26, 2025 exempted domestic companies. On August 11, 2026, FinCEN issued a final rule that made those exemptions permanent, effective August 14, 2026. The FinCEN announcement says the rule "permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information," while "foreign entities that are reporting companies will still be required to report beneficial ownership information."
For most US small businesses, BOI is now a status check with nothing to file. A secretarial provider should still record the analysis in the minute book and revisit it when a foreign entity registers to do business in a US state. The history of the rule and the remaining foreign company obligations are covered in our article on who must file BOI reports with FinCEN now. Foreign-owned US companies have other federal paperwork as well, including Form 5472 for foreign-owned US businesses.
Every Delaware corporation must have a registered agent in the state. 8 Del. C. § 132(a) opens with: "Every corporation shall have and maintain in this State a registered agent." The agent accepts service of process and state notices and forwards them to the company. Other states have similar rules for domestic and foreign entities.
The registered agent and the secretarial provider are often different firms. That works if someone owns the handoff, because a lawsuit or tax notice left in an unread inbox can lead to a default judgment or lost good standing. Confirm who receives agent forwards and who updates the agent when your contact person changes.
Outsourcing secretarial services suits most companies with fewer than about 50 employees and a simple equity structure. This is practitioner guidance and depends on the business. The work is periodic, deadline-driven and spread across several states, so a full-time hire is rarely justified until the company has a general counsel or a larger finance team.
Keep a task in-house when it needs daily judgment or close knowledge of the business, such as approving contracts or managing board relationships. Outsource the tasks that follow a calendar and a template:
Complex events still need a corporate lawyer. Mergers, charter amendments with new preferred stock, and disputes among owners belong with counsel. A good outsourced team prepares the records counsel will ask for and keeps legal spend focused on the advice itself. For businesses comparing offshore delivery for this work, our guide to offshore company secretarial solutions covers that model, and our breakdown of what it costs to outsource accounting services helps with budgeting.
Ask any provider of outsourced company secretarial services to show you an anonymized deadline tracker. It should list each entity, state, report type, due date and signer.
Other points to check:
Entity choice affects the whole list. Owners still deciding between structures can compare governance burdens in our article on LLC vs C corp.
What do outsourced company secretarial services include? They include drafting board and stockholder consents and minutes, keeping the stock ledger and cap table, filing state annual reports and franchise tax returns, coordinating with the registered agent, and maintaining a minute book ready for investors or lenders.
Does a US small business need a company secretary? A Delaware corporation must have an officer responsible for recording stockholder and board proceedings, and most bylaws call that officer the secretary. The officer can be a founder who relies on an outside provider for the drafting, tracking and filing work.
Do US companies still file BOI reports with FinCEN in 2026? No. FinCEN's final rule of August 11, 2026, effective August 14, 2026, permanently exempts US companies and US persons. Foreign entities that are reporting companies still have to report.
When is the Delaware annual report due? Corporations must file the annual report and pay franchise tax by March 1. LLCs, LPs and GPs pay a $400 annual tax by June 1 and do not file an annual report.
Can a startup lower its Delaware franchise tax? Many startups with large numbers of authorized shares owe far less under the Assumed Par Value Capital method. The method uses gross assets and issued shares from the company's records, so both numbers need to be accurate before filing.
Madras Accountancy supports US small businesses with bookkeeping, tax preparation, CFO and advisory work, and the financial records that sit behind annual reports and franchise tax filings. To discuss your compliance calendar and books, contact our team.
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