Entity Compliance

/entity-compliance

1. Load ~/.codebuddy/plugins/config/legal-workflows/corporate-legal/practice-profile.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
3. Read/write ~/.codebuddy/plugins/config/legal-workflows/corporate-legal/entities/compliance-tracker.yaml.
4. 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, AI assistant 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 ~/.codebuddy/plugins/config/legal-workflows/corporate-legal/practice-profile.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 chosen jurisdiction)

The filing calendar depends on entity type, not just jurisdiction. Treating a "chosen jurisdiction 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.

chosen jurisdiction — 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 chosen jurisdiction 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 ~/.codebuddy/plugins/config/legal-workflows/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 ~/.codebuddy/plugins/config/legal-workflows/corporate-legal/practice-profile.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. Let me capture them so we can track this going forward.

For [Entity] in [Jurisdiction]:

1. What type of filing is required? (Annual report, franchise tax, confirmation statement, annual return, or something else?)
2. When is it due? (Fixed date like May 1, anniversary month, or other?)
3. What's the typical fee? (Approximate is fine — or "unknown".)
4. Who is your registered agent or local filing agent there?

Store the answer in a custom_jurisdictions block in the tracker:

custom_jurisdictions:
  - jurisdiction: "[State / Country]"
    jurisdiction_type: "[US state / Canada province / EU member state / other]"
    filings:
      - type: "[filing type]"
        due_basis: "[fixed: MM-DD / anniversary month / other description]"
        typical_fee: "[amount or unknown]"
        notes: "[any other relevant information — e.g., local agent required, filing in local language]"
    added_by: "manual"
    added_date: "[date]"

This custom definition is then applied to all entities in that jurisdiction. Future --init runs and entity additions will use it automatically.

International jurisdictions specifically:

International filings vary enormously by jurisdiction. Always go through the custom definition flow above — confirm the filing type, cadence, and fee with the local filing agent or registered office agent before populating the tracker.

For international entities, also ask:

• Is there a local filing agent or registered office agent handling compliance? If yes, note the agent name — the tracker can flag when to follow up with them rather than calculating due dates independently.
• Is the entity required to file any group-level reports in this jurisdiction (e.g., country-by-country reporting, beneficial ownership registers, economic substance filings)?

Flag international entities with a local agent as agent_managed: true in the tracker. The report mode will list them separately with a note to confirm status with the local agent rather than showing a calculated due date.

For anniversary-based filings: calculate from the formation_date in the tracker. If formation_date is null: set status to unknown and flag for confirmation.

Step 3: Write the tracker

Generate ~/.codebuddy/plugins/config/legal-workflows/corporate-legal/entities/compliance-tracker.yaml with all entities and their calculated filing requirements. Set initial status:

• current if last_filed is within the current filing period
• due_soon if due within 90 days and no last_filed for current period
• overdue if due date has passed and no last_filed for current period
• unknown if formation_date is missing or state is not in reference table

Show a summary after generating:

Entity compliance tracker initialized.

Entities: [N]
Total jurisdictions: [N]
Filings tracked: [N]

Status summary:
  ✅ Current:   [N]
  ⏰ Due soon:  [N] (next 90 days)
  🔴 Overdue:   [N]
  ❓ Unknown:   [N] (confirm with registered agent)

Run /corporate-legal:entity-compliance --report to see what's due.

Mode 2: Report

Surfaces upcoming deadlines and flags overdue items. Default: next 90 days.

/corporate-legal:entity-compliance --report [--days 30|60|90|180]

Output format:

ENTITY COMPLIANCE REPORT — [date]
[Company Name]

🔴 OVERDUE ([N]):
  [Entity] / [State] / [Filing type] — was due [date]

⏰ DUE WITHIN [N] DAYS ([N]):
  [Entity] / [State] / [Filing type] — due [date]  [registered agent]
  [Entity] / [State] / [Filing type] — due [date]

✅ RECENTLY FILED ([N] in last 90 days):
  [Entity] / [State] / [Filing type] — filed [date]

❓ UNKNOWN STATUS ([N]):
  [Entity] / [State] / [Filing type] — no information; confirm with registered agent

🌐 AGENT-MANAGED ([N]):
  [Entity] / [Country] / [Filing type] — managed by [local agent]; confirm status directly
  [Entity] / [Country] — no local agent recorded; add one with --update

GOOD STANDING:
  Last confirmed: [date]
  Entities with confirmed good standing: [N] of [total]
  Entities not confirmed in last 12 months: [list]

If the tracker covers more than ~10 entities, or any time the user asks: offer the dashboard (see practice-profile.md ## Outputs → Dashboard offer for data-heavy outputs). Shape the offer for this output — counts by filing status (overdue / due soon / filed / unknown), counts by good-standing state, and a sortable entity table with jurisdiction, filing type, and next due date.

Mode 3: Update

Updates one or more entities in the tracker. Three sub-modes:

Consequential-action gate (file SOI / annual report)

Before directing or confirming a filing: Read ## Who's using this in ~/.codebuddy/plugins/config/legal-workflows/corporate-legal/practice-profile.md. If the Role is Non-lawyer:

Filing a Statement of Information, annual report, or franchise tax return with a Secretary of State has legal consequences — it's a formal representation from the entity, it carries fees, and missed or incorrect filings can cause loss of good standing or franchise-tax defaults. Have you reviewed this with an attorney (or a qualified registered agent) before filing? If yes, proceed to record the filing. If no, here's a brief to bring to them:

• Entity, jurisdiction, filing type, and due date
• What the tracker says about the last filing (date, fee, officer/director information last reported)
• Open questions (is the officer/director information still accurate; has the registered agent changed; has the principal office changed)
• What could go wrong (out-of-date officer information, missed deadline triggering franchise tax or dissolution, fee calculation error)
• What to ask the attorney (is a filing actually needed this year; are there any charter amendments or officer changes that need to be reflected; who should sign)

If you need to find an attorney, solicitor, barrister, or other authorised legal professional: contact your professional regulator (state bar in the US, SRA/Bar Standards Board in England & Wales, Law Society in Scotland/NI/Ireland/Canada/Australia, or your jurisdiction's equivalent) for a referral service.

Do not record a new last_filed date past this gate without an explicit yes. Tracker reads, deadline reports, and "what's due soon" output do not require the gate.

3a: Manual update

/corporate-legal:entity-compliance --update

Attorney tells AI assistant what was filed:

"We filed the chosen jurisdiction annual report for [Entity] on March 1. Fee was $450."

AI assistant updates:

• last_filed → March 1 date
• last_fee → $450
• status → current
• last_updated in metadata

3b: Registered agent report upload

/corporate-legal:entity-compliance --update --from-report

User uploads a CT Corp, National Registered Agents, or similar compliance report (PDF, CSV, or Excel). AI assistant reads it and updates matching entities:

From the report, extract for each entity:

• Filing type and due date
• Last filed date (if present)
• Good standing status and date confirmed
• Any flags or warnings from the agent

Match report entities to tracker entities by name (flag near-matches for confirmation — "Acme Holdings LLC" vs. "Acme Holdings, LLC" are probably the same entity).

After processing:

Updated [N] entities from report.

Matched: [N]
Unmatched (in report, not in tracker): [list — may need to add to entity table]
Not in report (in tracker, no update): [list — status unchanged]

3c: Bulk status sweep

/corporate-legal:entity-compliance --sweep

Walks through each entity with unknown or overdue status and asks for current information one at a time:

[Entity] / [State] / [Filing type] — currently showing as [status]. Has this been filed? If yes, when and what was the fee?

Updates tracker after each confirmation. Produces a completion summary.

Mode 4: Health audit

/corporate-legal:entity-compliance --audit

Broader review beyond just filing status. Surfaces:

Filing compliance:

• Overdue items (from report mode)
• Unknown status items

Entity health:

• Entities marked as dormant — flag for review: should these be dissolved? Carrying dormant entities costs money (annual fees, registered agent fees) and creates ongoing compliance obligations.
• Entities with formation_date older than 5 years and status dormant — flag as dissolution candidates.
• Entities missing formation_date — flag as data gap.

Good standing gaps:

• Entities with no confirmed_good_standing date — unknown whether in good standing; risk if a transaction requires a certificate on short notice.
• Entities with confirmed_good_standing older than 12 months — stale; worth refreshing, especially if M&A or financing is anticipated.

Foreign qualification gaps:

• Based on ~/.codebuddy/plugins/config/legal-workflows/corporate-legal/practice-profile.md entity table: are there states in the company's operational footprint (offices, employees) where entities are not foreign qualified? This requires the attorney to confirm operational presence — AI assistant can flag the question but cannot determine presence independently.

Intercompany agreement gaps:

• From ~/.codebuddy/plugins/config/legal-workflows/corporate-legal/practice-profile.md: if intercompany agreements are marked as partial or no, flag which entity relationships likely need agreements (parent-subsidiary services, IP licenses, loans).

Output format:

ENTITY HEALTH AUDIT — [date]

FILING COMPLIANCE
  Overdue: [N]
  Unknown status: [N]
  Action: run --sweep to confirm unknown items

DORMANT ENTITIES ([N])
  [List of dormant entities with age and annual carrying cost if known]
  Dissolution candidates (>5 years dormant): [list]

GOOD STANDING
  No record: [N] entities
  Stale (>12 months): [N] entities
  Consider refreshing before: [any upcoming transactions or contract renewals if known]

POTENTIAL GAPS
  Foreign qualification: [flag question — confirm operational presence in:]
    [list of states from `~/.codebuddy/plugins/config/legal-workflows/corporate-legal/practice-profile.md` footprint not in tracker as qualified]
  Intercompany agreements: [status from `~/.codebuddy/plugins/config/legal-workflows/corporate-legal/practice-profile.md`]

RECOMMENDED ACTIONS
  1. [Highest priority action]
  2. [etc.]

Mode 5: Export

/corporate-legal:entity-compliance --export [--format csv|table]

Produces a flat export suitable for sharing with finance, legal ops, or outside registered agent. Default: CSV.

CSV columns: Entity Name, Entity Type, State of Formation, Formation Date, Status, Registered Agent, Jurisdiction, Qualification Type, Filing Type, Due Date, Last Filed, Last Fee, Good Standing Confirmed, Notes

One row per filing per jurisdiction. Multiple rows per entity (one per jurisdiction × filing type combination).

If --format table: produce a markdown table suitable for pasting into a report or Slack message, showing only the next 90 days of filings.

What this skill does not do

• It does not file anything. Output is a tracker and a to-do list; filing is done by the attorney, outside counsel, or registered agent.
• It does not pull good standing certificates. It tracks when certificates were last confirmed; obtaining them is manual or via registered agent.
• It does not determine whether foreign qualification is required in a given state. That analysis depends on facts about business activity that the attorney must confirm.
• It does not replace a registered agent service for companies with complex multi-entity structures. CT Corp, National Registered Agents, and similar services have dedicated compliance teams and direct state relationships. This skill is best suited for smaller organizations without agent support, or as a lightweight layer on top of agent data for organizations that do have support.
• The filing deadline reference table is not legal advice and may not reflect current requirements. Confirm all deadlines before relying on them.

Formula injection defense

Before writing any cell in Excel, Sheets, or CSV output, neutralize formula injection. Counterparty-sourced text (contract quotes, party names, registered agent data, CLM exports) is attacker-controlled. A cell starting with =, +, -, @, , , or will be interpreted as a formula or break the row structure.

• Prefix with a single quote: '=SUM(A1:A10) → =SUM(A1:A10) (displayed as text, not executed)
• Applies to every cell that contains text sourced from a document, a tool result, or a user paste. Column headers you control and computed values you produce are safe.
• CSV: also escape embedded commas, double quotes, newlines (RFC 4180 quoting).
• This is not optional. A spreadsheet your user opens in Excel that triggers a macro or exfiltrates data via DDE is a supply-chain attack on your user.