A new employee in another state. A vendor agreement that renewed without anyone noticing. An ownership transfer that never made it into the company records.
These details are easy to overlook when the business is busy, especially when responsibility is split between management, finance, HR, and outside advisors.
Before closing out 2026, set aside time to check what changed and what still needs attention. A year-end legal review helps your team update records, resolve missing documentation, and identify deadlines for 2027.
You do not need to finish every task in December. You do need to know what is outstanding, when it is due, and who will handle it.
What Should a Year-End Legal Review Cover?
Start with the changes your company made during 2026. Did you bring in an investor, hire in a new state, move offices, borrow money, or launch a product? Each change points to records or obligations worth checking.
Most reviews will cover:
- State registrations, filing deadlines, and registered agent information.
- Ownership records and approvals for major company decisions.
- Contracts, renewal dates, and termination notice periods.
- Employee and independent contractor documentation.
- Business licenses and permits.
- Insurance coverage.
- Intellectual property ownership.
- Records needed for tax preparation.
The scope depends on the company’s structure, locations, workforce, and activities. A business operating in one state will have a different checklist from a company with employees and offices across several states.
LLCs and Corporations: Which Records Matter?
For an LLC, begin with the Operating Agreement, membership records, capital contributions, and member or manager approvals.
For a corporation, begin with the bylaws, stock ledger, shareholder records, cap table, and board and shareholder approvals.
Check the governing documents before deciding which approvals were required. A transaction handled informally by management may still need written authorization.
Check State Filings and Entity Status
Look up the company in the Secretary of State’s database, or the equivalent agency in its formation state. Check its status, filing history, registered agent, and listed addresses.
A company can continue receiving payments and signing contracts after missing a filing. Those activities do not establish that its state records are current.
Review:
- Annual or biennial reports and their due dates.
- Franchise taxes or related state obligations.
- Principal office and mailing addresses.
- Registered agent and registered office information.
- Required updates to managers, members, officers, or directors.
Repeat this check in every state where the company is registered.
If the business expanded during 2026, review whether additional registrations are needed. Opening an office or hiring a worker in another state can raise questions about foreign qualification, payroll, taxes, and licensing. The requirements depend on the state and the company’s activities.
For businesses registered in several states, a corporate compliance review can help organize filing deadlines and required updates.
Records to gather: Formation documents, state filing history, annual reports, amendments, registered agent records, and foreign qualification filings.
Check Whether BOI Reporting Applies
Older checklists may still direct every U.S. LLC or corporation to file a Beneficial Ownership Information report.
Under FinCEN’s 2026 final rule, entities created in the United States are exempt from federal BOI reporting. Certain entities formed under foreign law and registered to do business in the United States remain within the reporting framework, subject to applicable exemptions.
Update Ownership and Governance Records
Compare the ownership records with the transactions completed during the year.
If a founder transferred part of an interest to a new investor, does the membership record or stock ledger show the transfer? If the company issued equity, are the issuance documents, approvals, and cap table consistent?
For an LLC, check:
- Current members and ownership interests.
- Capital contributions.
- Voting and management rights.
- Amendments to the Operating Agreement.
- Written consents for significant decisions.
For a corporation, check:
- Share issuances and transfers.
- The stock ledger and cap table.
- Director and officer appointments.
- Board and shareholder approvals.
- Changes to the bylaws or other governing documents.
Also review financing, major borrowing, and significant asset transactions. Confirm that required approvals were obtained and that signed records are easy to locate.
Records to gather: Operating Agreement or bylaws, membership records, stock ledger, cap table, transaction documents, resolutions, written consents, and meeting minutes.
Review Contracts Before Notice Periods Expire
Sort active contracts by their next renewal date and termination notice deadline.
The notice deadline often matters more than the expiration date. An agreement renewing on March 1 might require notice 60 days earlier. Waiting until February to review it could leave the company committed to another term.
Look ahead at least six to twelve months, particularly for:
- Customer and vendor agreements.
- Office and equipment leases.
- Software subscriptions.
- Consulting and service agreements.
- Licensing agreements.
- Other contracts involving significant spending or revenue.
For each material agreement, record the renewal date, notice requirements, pricing changes, and internal owner. Check how notice must be delivered; an email to an account manager may not satisfy the contract.
Then consider whether the terms still fit the relationship. Has the scope of work changed? Is the company paying for unused services? Do confidentiality, liability, indemnification, or data handling provisions need attention?
A business contract review can help identify these issues before the next renewal or negotiation.
Records to gather: Signed agreements, amendments, statements of work, renewal notices, and relevant correspondence.
Review Employee and Contractor Arrangements
Start with people whose roles changed during the year.
A contractor hired for a short project may now work regularly under a company manager. An employee may have moved to another state. Either change deserves a closer look.
For contractors, review the actual working arrangement alongside the agreement. Consider the company’s control over the work, how payment is structured, and whether the role has changed since the engagement began. A contractor label alone does not settle classification.
Federal and state standards can differ. The Department of Labor also published a proposed classification rule in 2026, so confirm the rules applicable at the time of the review before relying on an older analysis.
For employees, check whether agreements, compensation records, policies, and employment eligibility documentation are complete and current. Pay particular attention to employees working in new locations.
Review confidentiality and intellectual property terms for both groups. Missing signatures are easier to address while the relationship is active.
Records to gather: Offer letters, employment and contractor agreements, Form I-9 records, W-9s, policies, confidentiality agreements, and IP assignments.
Check Licenses and Permits
Make a list of the licenses and permits the business uses. Include the issuing authority, expiration date, and person responsible for renewal.
State entity registration does not cover every permission a business may need. Depending on its activities and location, the company may also need professional licenses, sales tax permits, industry licenses, or local operating permits.
Review new locations and services separately. A license obtained for the original office may not cover a second location, and an existing permit may not cover a newly regulated activity.
Where requirements are unclear, confirm them with the issuing authority or legal counsel. Keep copies of active licenses and renewal confirmations in one place.
Review Insurance Against This Year’s Changes
Give the company’s broker a summary of what changed in 2026.
Useful details include additional employees, new premises, larger contracts, new products, and increased handling of customer data. Those changes help the broker assess whether existing policies and limits still fit the business.
Check contractual insurance requirements too. A customer or landlord may require coverage, limits, or endorsements that the company has not yet arranged.
Depending on the business, the review may involve:
- General liability.
- Professional liability.
- Cyber coverage.
- Employment practices liability.
- Property insurance.
- Workers’ compensation.
- Directors and officers coverage.
Keep current policies, endorsements, and certificates of insurance together so they are available when a contract or claim requires them.
Confirm Intellectual Property Ownership
List the main assets created or acquired during the year: software, website content, designs, brand names, logos, and other proprietary materials.
For each asset, identify who created it and which agreement addresses ownership.
If an agency redesigned the company’s website, for example, review the contract for rights to the design, code, images, and other components. Payment of the invoice may not resolve every ownership or licensing question.
Check:
- Employee and contractor IP assignments.
- Agency, developer, and designer agreements.
- Licenses for third-party materials.
- Trademark applications and registrations.
- Domain registration details and account access.
If you introduced a new name or logo this year, review the U.S. trademark registration process before committing to further marketing or packaging costs.
Records to gather: IP assignments, employment and contractor agreements, agency contracts, licenses, trademark records, and domain records.
Prepare Legal Records for Tax Season
Send the CPA a summary of transactions that affected ownership, financing, or the company’s structure.
Include capital contributions, equity transactions, owner loans, related-party payments, and major asset transactions. Attach the relevant agreements and approvals so the accounting team can review how each transaction was documented.
Reconcile contractor payment records and collect missing W-9s before filing season.
For payments made in 2026, the federal reporting threshold for nonemployee compensation generally increased to $2,000. Reporting still depends on the payment and recipient, and exceptions can apply. Have the company’s tax professional determine which returns are required.
Records to gather: Bank statements, invoices, receipts, payroll records, W-9s, contractor payment summaries, loan documents, transaction agreements, and company approvals.
Assign the Follow-Up Work
Record each outstanding issue with a responsible person and a deadline. Avoid assigning a task only to “legal” or “finance” if no one has agreed to handle it.
A simple tracker is enough:
| Area | Action | Responsible person | Due date |
|---|---|---|---|
| State filings | Confirm next annual report deadline | Company administrator | Enter date |
| Ownership | Record completed equity transfer | Legal counsel | Enter date |
| Contracts | Decide whether to renew software agreement | Operations lead | Before notice deadline |
| Workforce | Review contractor whose role changed | HR and legal counsel | Enter date |
| Tax records | Collect missing W-9s | Finance lead | Before return preparation |
Use the tracker during the year as changes occur. Adding a notice deadline when a contract is signed is easier than rebuilding the calendar every December.
If these tasks regularly exceed your team’s capacity, outside general counsel services can provide ongoing support with contracts, governance, and employment matters.
What to Address Before 2027
Prioritize matters with an approaching deadline, missing documentation, or an effect on ongoing operations. A contract notice due next week needs attention before a routine records cleanup scheduled for February.
Once those priorities are clear, schedule the remaining work and circulate it to the people responsible. Each task should have enough detail for someone to act on it without having to repeat the review.
To discuss an unresolved filing, contract, or ownership issue, contact Yellow Law.
Sources
- Financial Crimes Enforcement Network. (2026, August 14). Beneficial ownership information reporting requirement revision. Federal Register, 91(156), 52508.
- Internal Revenue Service. Form 1099-NEC & independent contractors.
- Internal Revenue Service. Instructions for Forms 1099-MISC and 1099-NEC.
- U.S. Department of Labor. Employee or independent contractor classification under the Fair Labor Standards Act.
This article provides general information and does not constitute legal or tax advice. Requirements depend on the company’s structure, locations, workforce, and activities. Consult qualified legal and tax professionals about your circumstances.
Federal regulatory information reviewed as of October 5, 2026.
