What is Delaware Statutory Representation?
Delaware statutory representation is an important part of owning a Delaware corporation or LLC. Here’s what it is, and how IncNow can help.
Continue ReadingWhat Does LLC, Inc, Co, Corp, and Ltd Mean?
You may be asking “What does LLC stand for,” “Which entity should I choose,” “What is Inc.,” “What does Co. mean,” “What is LLC,” or “Ltd vs. LLC?” Before you incorporate, you need to choose which type of entity is right for you. This slows down many entrepreneurs in the start-up process. This is not […]
Continue ReadingHow to handle LLC capital contributions and distributions
Members of an LLC are subject to capital contributions, i.e. the amount of money or assets given to the business by one of the members, and profit distributions based on terms they agree to in the Operating Agreement. Below we talk through several key issues for you to consider as you receive and distribute capital […]
Continue ReadingWhat Is an LLC (Limited Liability Company), and How Is It Formed?
Each state has its own unique statutory law that sets forth requirements to form a Limited Liability Company (hereinafter “LLC” or “Company”). Although these laws and their purposes are generally similar, do not assume what works in your home state is also the procedure in another state. That is a trap for the unwary. Most […]
Continue ReadingYour Principal Place of Business is Not Your Delaware Registered Agent Office
When you incorporate in Delaware, where is your principal place of business? When should you list your registered agent’s address as your office address? Since most businesses filed in Delaware operate outside the state, this is a common question. The short answer is never. The only need for a Delaware address (a registered agent’s office) […]
Continue ReadingWhat does it mean for a company to “go void”?
If you have a Delaware LLC or corporation and have neglected to pay your agent or state fee, you may have been told by your registered agent that the company is in danger of “going void.” What does void mean? In the context of Delaware LLCs and corporations, it means that the registered agent “resigned” […]
Continue ReadingWhat Is a Delaware Dynasty Trust (And Do I Need One)?
Families often want to save taxes and provide for future generations. With a Delaware irrevocable trust setup as a Dynasty Trust you can avoid the dissipation of assets by transfer taxes. This allows your family to accumulate substantial wealth free of transfer taxes. Plus if none of the beneficiaries are in Delaware, there is no […]
Continue ReadingHow Do I Open a Bank Account for a Delaware Company?
We often get questions from entrepreneurs about how to open a bank account for a Delaware company. Each bank in the United States has its own requirements so you must check with the bank. Below are guidelines, that serve as a floor, banks must follow. Often a particular bank will ask for additional information pursuant […]
Continue ReadingDoes a Delaware LLC Have to Pay California taxes?
Looking to form a California LLC? Learn more here. Why forming in Delaware instead of California is better for business. The only ship that doesn’t float is a partnership. Don’t put your personal assets at risk. What are Delaware LLC taxes? Will your Delaware LLC have to pay taxes to both California AND Delaware? What […]
Continue ReadingWhat Is a Delaware Certificate of Good Standing?
A Delaware Certificate of Good Standing is a one-page document issued directly by the Secretary of State that proves a company’s ability to do business. It is issued when there is no overdue Delaware franchise tax (or annual reports, in the case of a corporation). This document is sometimes referred to as an “Authority to […]
Continue ReadingWhat Is a Single Member LLC Operating Agreement?
One person can form an LLC in Delaware. These LLCs are known as “single-member LLCs”. You can use a single-member LLC for everything from financing real estate transactions to solo consultant practices. Despite having only one member, it is still wise for single-member LLCs to have a written and executed Operating Agreement. Below please find […]
Continue ReadingThe Difference Between the Delaware LLC and Corporation
The Delaware Limited Liability Company Compares Favorably to the Delaware Corporation When starting a business, you probably have a lot of questions, including “Is an LLC a corporation?” and “Where should I incorporate?”. You do not have to incorporate in your home state if the laws there are unfavorable to protecting you. Instead, you can […]
Continue ReadingHow Much Does It Cost To Incorporate a Small Business?
Dear IncNow, What is the cheapest option for my casual consulting business? How much does it cost to incorporate a small business like mine? Shall I form an LLC? I heard somewhere an LLC costs around $1,000 per year to maintain. Is that right? I would expect $5,000 in revenue at the beginning. Dear Customer, The best […]
Continue ReadingIs Delaware the Best State for Incorporating?
What is the best state to incorporate? Many people choose Delaware to incorporate their LLC or corporation. Choosing to incorporate in Delaware means that Delaware law will govern the internal affairs of the company, including owner versus manager disputes. Furthermore, by incorporating in Delaware, you have access to the Delaware Court of Chancery, a specialized […]
Continue ReadingWhat’s the Cheapest Way to Form an LLC?
What are the minimum required costs to form an LLC in Delaware? Why choosing the cheapest Registered Agent for your LLC is risky What criteria you should use to select a Registered Agent “Dear IncNow, I have seen registered agents that ask for around $300 per year and Delaware asks for around $300 per year for my LLC…is […]
Continue ReadingWhy Form an LLC in Delaware?
To have access to the gold standard of business laws, you should form an LLC in Delaware. Delaware offers an abundance of protection for business owners who choose to form a Delaware LLC no matter where you live and work. The shield of Delaware protects business managers from litigation risks and compares favorably to businesses […]
Continue ReadingWhat Happens to My LLC Membership Interest When I Die? Buy Sell Tips
In both single-member and multi-member LLCs, the owners need to have a plan for what happens in the event that a member dies. Should the LLC continue or should it automatically trigger cancellation? Who has the right to buy the deceased member’s interests? Do family members obtain voting rights or just assignment of distributions? These […]
Continue ReadingDelaware LLC Member Buyout Options: Shotgun, Baseball, Drag-Along, Tag-Along, Rochambeau, Coin Flip
Keep your Delaware LLC from sinking prematurely as a result of member business divorce. Plan ahead for inevitable partnership disputes by drafting membership prenuptial provisions from the outset. In this article we teach you the vernacular of LLC member buyout options, such as “Baseball” versus “Shotgun”, “Tag-Along” versus “Drag-Along”, and “Rights of First Refusals” versus “Rights of First Offers”. These are ways […]
Continue ReadingHow to Plan for Exiting an LLC
The issue of when interests in an LLC can be transferred or bought, and by whom, and with what restrictions, is an issue that must be covered in an Operating Agreement. It is natural for business owners to be optimistic and overlook the possibility that the company may fail to live up to their initial […]
Continue ReadingWho are the Members of an LLC and who manages the LLC?
Something to know before forming an LLC is how to manage an LLC. The answer lies in the LLC members, whether they are just members or managing members. There can be subtle nuances with these depending on the individual LLC. Who are the LLC Members? Limited liability companies are owned by members. The Operating Agreement […]
Continue ReadingHow to Verify Business Ownership
“I just went to my bank to open a business account for my new Delaware LLC and they won’t accept the Certificate of Formation as proof that I own the company. How can I prove LLC ownership?” Dear Customer, Usually neither the Members nor Manager’s names are included in any initial filing document when forming […]
Continue ReadingHow Are LLCs Taxed?
Four out of five businesses that incorporate with IncNow choose the Delaware LLC over the corporation. LLC Taxes The flexibility and simplicity of Delaware LLCs and some of the standard LLC tax rates are key reasons for its popularity. By default, an LLC has a federal tax status of a partnership for a multi-member LLC […]
Continue ReadingWhy should someone incorporate in Delaware?
The excitement of a new business venture can sometimes make the prospect of litigation seem distant, or even impossible. It is that very optimism and conviction that drives entrepreneurs to launch out in the first place. But as the old saying goes, “Those who fail to plan, plan to fail.” Should push come to shove, […]
Continue ReadingDoes My LLC Need an EIN?
Why your business should have an EIN, even if it’s a single-owner LLC. Is the information you submit to the IRS about your business accessible to the public? Confused by some of the questions on the SS-4 form? We provide you guidance. Dear IncNow, Does my LLC need an EIN if it’s a small business with one […]
Continue ReadingHow to Save on Single Member LLC Taxes
Most businesses end up cutting into profits simply by not taking advantage of the rules the IRS has laid out for them. The most susceptible to this common downfall is the sole proprietor or single-member LLC. It’s possible to save on single member LLC taxes—you just need to know the right steps to take. What is […]
Continue ReadingCan I Form a Non-Profit LLC, 501c3?
Philanthropists often ask about forming non-profit LLCs, otherwise commonly referred to as 501c3. Due to IRS regulations, LLCs are not able to be assigned tax-exempt status directly. You may form a non-profit corporation and operate an LLC wholly owned by said corporation. Non-Profit Corporations (501c3s) vs. LLCs The reason why LLCs cannot obtain a non-profit […]
Continue ReadingDo LLCs Have Stock or Stockholders?
We often get questions about LLC stockholders, bylaws, stock certificates, directors, minutes and sometimes a Limited Liability “Corporation”. In response, we state that Limited Liability Companies do not have stock or bylaws. In fact, LLCs have almost no features of corporations. LLCs are known in legal circles as “unincorporated entities” because they are creatures of […]
Continue ReadingGoogle LLC Is Now a Subsidiary of Alphabet Inc. What Is a Subsidiary?
Google is engaging in modern asset protection. Its parent company, Alphabet Inc., is breaking itself up into subsidiaries. These simple structures are important but often fail to get the attention they deserve. Business and law school professors often breeze past the basic building blocks of law and of business. Limited Liability Companies and subsidiaries get […]
Continue ReadingWhy the Series LLC Is the Ultimate Subsidiary Factory
In the summer of 1987, “make your own sub day” was so popular in the Camp Tockwogh mess hall, that we all sang “I feel like makin’ SUBS!” This was a subtle substitution of one word in the classic rock lyrics, Feel Like Makin’ Love by Bad Company. I still love making subs, but nowadays […]
Continue Reading“Converting” a Corporation to a Delaware Public Benefit Corporation
A conversion from a corporation to a Delaware Public Benefit Corporation has many advantages for existing Delaware corporate directors. A Delaware public benefit corporation is a for-profit corporation “that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner.” Del. Code Ann. tit. 8, § 362. […]
Continue ReadingWhy This IncNow Incorporation Consultant Gets Up at 4:15 A.M.
Austin Craig is currently an Incorporation Consultant at IncNow. After graduating from the University of Delaware with a B.S. in Marine Science, he was searching for employment while finishing a research project involving forage fish and algicide treatment at UD’s Lewes, Delaware campus. How did he end up at IncNow after studying science you ask? […]
Continue ReadingFrom Consultants to Actors, ‘Loan Out’ Companies Offer Advantages to Those in the ‘Gig Economy’
Tom is a talented actor. He is a short-term employee of various production companies on film, television and other commercial acting gigs. He is accustomed to being paid as an employee with all of his wages subject to self-employment tax (Medicare and Social Security tax). Because Tom makes more than $100,000 per year acting, he […]
Continue ReadingWhat You Need to Know About the Delaware B Corporation
Do you want to make money while promoting clean and green practices? Are you promoting employment of disadvantaged people? A Public Benefit Corporation (“PBC”) in Delaware, which some refer to as a B-corporation, is a new type of corporate structure that is a for-profit business that has a stated “public interest” purpose set out in […]
Continue Reading4 Important Things to Know About Delaware LLCs
I recently attended an LLC seminar sponsored by the National Business Institute in Wilmington, DE. The seminar was titled “LLCs From Start to Finish.” As an incorporation specialist with IncNow it served as a chance to reinforce my knowledge on all-things-LLC and learn from presenters with different perspectives on Series LLCs, accounting issues, and particularly […]
Continue ReadingThe History of LLCs
Two hundred years ago, if you were to invest in a shipping sailboat going across the ocean, the owners were personally responsible for not only the cargo and the ship but everything that went wrong; if it ran into a dock or another ship, the owners were responsible. This caused the owners to be afraid […]
Continue ReadingThe Series LLC: Not Your Average Business Entity
IncNow President John Legaré Williams recently gave a TEDxWilmington Talk on the series LLC. This is what he discussed. The Series LLC allows you to separate your assets Many business types can use the Series LLC The Delaware Series LLC is a popular choice I need you to suspend your disbelief just for a second […]
Continue ReadingLaunching a High-Growth Startup? Why You Need to Consider Forming a Delaware Corporation.
While every business has a beginning stage which could be termed “the startup phase,” increasingly this term is being reserved for a narrower category of high-growth ventures. In the digital era, these “concept” businesses have become known generally as “startups”. While many of these businesses are focused around technology, a variety of businesses may be […]
Continue ReadingDelaware Blockchain Legislation to Revolutionize Corporate Record Keeping
Delaware corporations are now able to store corporate records on a blockchain, thanks to legislation passed this week by the Delaware General Assembly and signed by Governor John Carney. This innovative legislation allows Delaware companies to finally toss the stacks of paper stock ledgers collecting dust on shelves, and provides a secure and immutable electronic […]
Continue ReadingIncNow’s William Purman Competes in the Piediluco International Regatta
IncNow’s Technology Director, William Conesa Purman (University of Delaware ’13), has been with IncNow since 2011, while also training often twice a day as a high-performance rower at Pennsylvania Athletic Club and Malta Boat Club in Philadelphia, Pennsylvania. He rows for the Puerto Rican National Team and almost qualified for the Olympic Games in Rio […]
Continue ReadingIncNow IT Director Compite en el Memorial Paolo d’Aloja, Regata Internacional
El director de tecnología de IncNow, William Conesa Purman (Universidad de Delaware ’13), ha estado con IncNow desde 2011, mientras también entrenando dos veces al día como un remero de alto rendimiento en el Club Atlético de Pennsylvania y Malta Boat Club en Filadelfia, Pensilvania. Él rema para el equipo nacional de Puerto Rico y […]
Continue ReadingWhat Makes Delaware LLCs So Much More Popular Than Corporations and LLCs from Other States?
In order to explore what makes corporations and LLCs different, it is important to first note the one primary way in which they are similar: both have a barrier that prevents business debtors from collecting against the personal assets of an owner. This means the owners’ personal assets are not available for collection by a […]
Continue ReadingHow do I file the annual report for a Delaware corporation? Brace yourself….actually it’s pretty easy.
Time waits for no man. March 1st is the deadline. Filing the Delaware annual report online only takes five minutes. Avoid the $125 penalty, plus interest and keep your corporation in good standing status by filing your Delaware annual report on-time. The Delaware General Corporation Law requires that every corporation in Delaware file an annual report and […]
Continue ReadingSmall Business Tax Loophole Allows LLC to be Taxed at 15% Rate
Can I save money on taxes with a Delaware LLC? Here are ways that a Delaware LLC could save Federal income and employment tax. After forming an LLC, there are three alternative tax regimes. No action is required for the first one, and the other two tax elections can be elected into if you think […]
Continue ReadingIncNow’s President to Speak at Delaware State Bar Association Seminar on Starting New Law Firms
IncNow President John L. Williams has been selected by the Delaware State Bar Association to serve as a speaker at the inaugural Starting a Law Practice seminar. The two-session seminar, sponsored by the Law Office Management Assistance Program of the DSBA, is geared towards Delaware attorneys looking to build their own firm.The seminar will cover a broad […]
Continue ReadingIncNow IT Director Competes at the SilverSkiff Regatta in Italy
IncNow’s Technology Director, William Conesa Purman (University of Delaware ’13), has been with IncNow since 2011, while also training often twice a day as a high-performance rower at Pennsylvania Athletic Club and Malta Boat Club in Philadelphia, Pennsylvania. He rows for the Puerto Rican National Team and almost qualified for the Olympic Games in Rio […]
Continue ReadingIncNow President Provides Contribution to American Bar Association Article on LLC Operating Agreements
The American Bar Association tackles Delaware LLC operating agreements and general business practices in a new article featuring IncNow President, John Williams. Williams serves as a key contributor in “Operating Agreements Today: The Foundation to Avoid Controversy Tomorrow,” found in the ABA’s Probate & Property magazine. The passage outlines common oversights when forming an LLC, […]
Continue ReadingGlobal Delaware and IncNow Team Up for Online Business Formation
Forming a Delaware LLC or corporation for entrepreneurs is about to get even easier with IncNow thanks to an initiative of Global Delaware and the Delaware Division of Libraries. On Monday, October 17th, IncNow incorporation specialists will be present at the Inspiration Space within the Wilmington Public Library as it plays host to Governor Jack Markell […]
Continue ReadingHow the Federal Reserve Influences Interest Rates
Almost daily there is speculation in the media and in discussions among investment professionals about whether or not the Federal Reserve will raise or lower interest rates, or keep them at the same level. Changing interest rates is not as simple as issuing a press release stating what the rate will be. It is far […]
Continue ReadingWhat is the difference between an LLC and a Corporation from an organizational perspective (non-tax)?
Unlike a Delaware corporation, a Delaware limited liability company (“LLC”), is characterized by the following “built in” attributes often not found in the documents, older rules and stricter formalities that apply to corporations. Of utmost importance to the Delaware LLC’s desirability is the freedom of contract for its members in arranging the organizational structure of […]
Continue ReadingWhy Should I Incorporate in Delaware?
Incorporating in Delaware has many advantages and benefits over incorporating a business in your home state. Before explaining the advantages of incorporating in Delaware, it is important to know you are eligible to run your business as a Delaware corporation or a Delaware LLC no matter where you live. A business operating almost anywhere can […]
Continue ReadingBlockchain: From Bitcoin to Delaware Stock Transfer
When Satoshi Nakamoto (pseudonym for unknown author) created the cryptocurrency Bitcoin on October 31, 2008, he envisioned the possibility of transacting payments without the need of a third party authenticator or government entity and international payments free of conversion rates. This new, decentralized system of recording transactions marked a disruption for traditional banking, because cutting […]
Continue ReadingHow to add or remove members from a Delaware LLC
How is the change in membership documented? Typically, the names of LLC members are not filed with the State of Delaware, therefore there is no amendment that needs to be filed with the Delaware Division of Corporations or your Registered Agent to add or remove members from a Delaware LLC. The names of the members […]
Continue ReadingPurman Finishes 10th at Pre-Olympic Qualifier
IncNow Technology Director Will Purman has been with us since 2011, while also training often twice a day as a high-performance rower at Malta Boat Club in Philadelphia, Pennsylvania. We are pleased to share the final post in Will’s series of blogs recounting his recent travels and international race results. To catch up on how […]
Continue ReadingWyoming Supreme Court Makes Piercing Single Member LLC Veil More Difficult
UPDATE: In the aftermath of the Green Hunter Energy case, Wyoming legislature recently added two new subsections to its LLC Act that will make “piercing the veil” of a Wyoming LLC more difficult. The law has been amended to address the limited liability of Wyoming LLC Members, which was weakened by the Green Hunter decision: […]
Continue ReadingUsing LLCs in sophisticated real estate financing
For acquisitions or refinancings over $5 Million, the borrower may be able to obtain more competitive interest rates though Commercial Mortgage Backed Securities (“CMBS”) loans instead of traditional bank financing. CMBS loans meet special requirements allowing them to be bundled and sold in blocks on capital markets. Usually income properties with tenants are the most […]
Continue ReadingCan an LLC be formed on a specific day?
Can you specify a future filing date for a business? Must a business be formed on a weekday? Can you “back date” a business filing? Dear IncNow, I would like to form an LLC on a date that happens to be on a Saturday this year. Can the LLC’s formation papers still have this date, […]
Continue ReadingSights set on Rio Olympics, IncNow Team Member returns to Delaware
IncNow Technology Director Will Purman has been with IncNow since 2011, while also training often twice a day as a high-performance rower at Malta Boat Club in Philadelphia, Pennsylvania. We are pleased to share another blog post of Will’s recounting his recent travels and international race results. To catch up on how Will has been […]
Continue ReadingWhat is the best way to incorporate a tech startup?
Where should you form your business? What is the best type of business for a small tech startup? Is an LLC or corporation more common? Dear IncNow, What is the best way to incorporate a tech startup? What steps should I follow? Dear Customer, The considerations in forming a tech business are the same […]
Continue ReadingWhen is the best time to incorporate a business?
Once a business is incorporated, is the liability protection retroactive? Are you protected against business liabilities that arise from pre-incorporation decisions? Is the state fee prorated if you incorporate later in the year? Dear IncNow, When is the best time to incorporate a business? If money has already been spent before incorporation, should it be […]
Continue ReadingShould my Registered Agent sign the LLC Agreement?
If the Certificate of Formation does not list owners, what document proves I am an owner? My bank won’t accept the LLC Agreement. Do I have another option? Is it necessary to amend my Certificate of Formation to list the owners? Dear IncNow, My bank is telling me that I need my registered agent to […]
Continue ReadingDoes My Delaware Corporation Need New York Foreign Qualification?
What does it mean to be a “foreign” corporation? How can I tell if I need Foreign Qualification for my corporation? Where can I open my business bank account? Dear IncNow, I am the only founder of a Delaware C-Corp startup that is still in development, living in New York. Do I have to register […]
Continue ReadingIncNow Team Member Training for 2016 Olympics
IncNow Technology Director Will Purman has been working with us since 2011, while also training often twice a day as an elite rower at Malta Boat Club in Philadelphia, Pennsylvania. Will recently traveled to southern France to train for the Spring and Summer racing seasons, with the ultimate goal being the 2016 Summer Olympics in […]
Continue ReadingIncNow President John Legaré Williams, Esq. authors article in Business Law Today
IncNow President John Legare Williams, Esq. was recently published as a guest author in the American Bar Association Business Law Section’s online newsletter, Business Law Today, in the January 2016 edition. John’s article, Rural Metro: Gulping Advisers and Practitioner Guidance, was featured in the Delaware Insider column, which highlights recent cases and trends in Delaware […]
Continue ReadingWhat Documents Show That a Company Has Been Revived?
Does the simple Certificate of Revival prove that my company has been revived? Can a Certificate of Revival be used to re-open a bank account? Other than the filing fee, what other costs are associated with reviving a Delaware LLC? Dear IncNow, Thank you very much for the good news regarding the Revival of my […]
Continue ReadingShould I Set Up an LLC Holding Company?
How you can protect your businesses from the liabilities of your other businesses Does a D.B.A. offer you any legal protection? Are there alternatives to setting up a separate LLC for each business or property? Dear IncNow, Should I set up an LLC holding company for multiple LLCs or should I just use my current LLC and have […]
Continue ReadingWhat Should I Do After Incorporating?
How much you should be paying to maintain your LLC and when Do you need to register your company where it is transacting business? Tips to keep your personal and business assets safe Dear IncNow, Thank you for sending the formation documents. We are updating the Operating Agreement and will sign it within a couple weeks. I will […]
Continue ReadingAfter you start a Nonprofit Corporation, you need to focus on Nonprofit management
Story 1 – Oversight Story 2 – Financial Management Story 3 – Succession Planning For those following the nonprofit corporation industry, this has been an interesting year for governance news. It should not come as a surprise that management and the need for strong oversight and planning remain important issues for all of those working […]
Continue ReadingDo I have to pay Franchise Tax if my Delaware LLC hasn’t done any business?
“I received a franchise tax notice from the State of Delaware. My Delaware LLC did not do any business last year, so why am I required to pay tax?” Dear Customer, The State of Delaware requires every LLC that is registered in the state to pay a flat fee of $300 each year to remain […]
Continue ReadingThe mailing address for my LLC has changed. How do I update it with my registered agent?
“My company is moving to a new location, so I need to update the mailing address for my LLC. How do I update it with you as my registered agent?” Thank you for contacting us. You can email us at any time at agents@incnow.com to change your LLC’s contact address. Be sure to send the email from the email […]
Continue ReadingIs the Certificate of Good Standing you emailed to me the “original”?
“Thank you for your email, but I will require an original of the Certificate of Good Standing with a raised seal. California does not accept copies. Please mail out the original with the rest of my formation documents. Thanks.” Dear Customer, The Certificate of Good Standing that we sent as an attachment to our email to […]
Continue ReadingDo I need to file my signed Operating Agreement with my Registered Agent or the State of Delaware?
The Operating Agreement that you sent me outlines ownership and voting rights of the members, etc. It would seem to me this document needs to be filed. Who do I send this to? Dear Customer, You do not need to return a signed copy of your Operating Agreement to your registered agent or the State of Delaware. […]
Continue ReadingAs an Australian citizen, will I have to pay tax on the income generated by my Delaware LLC?
I am keen on learning more about setting up an LLC in Delaware. As an Australian citizen living outside of the USA, will I have to pay tax on the income/profit generated by the LLC, or would I be paying taxes as part of my personal income tax? Dear Customer, We would be happy to help […]
Continue ReadingWhy does Delaware have such business-friendly corporation laws?
“Why does Delaware have such business-friendly corporation laws?” Dear Customer, Delaware has the most pro-business laws of any US state and has a “goldilocks” balance of being stable and slowly evolving. When teaching corporate law, professors across the country teach Delaware corporate law. The United States Chamber of Commerce has recognized Delaware’s business dispute and […]
Continue ReadingDo I need to register my Delaware LLC where I’m doing business?
If I form a Delaware LLC, will I need to register it in my home state where I do business?” Dear Customer, A Delaware company can be operated from any state within the United States. The question is whether you will need to file with the other state(s) where you are doing business. The answer is […]
Continue ReadingCan an Apostilled Certified Copy be sent via e-mail?
“I’d like to know if I can order a Certified Copy with Apostille only via FedEx International for my Delaware LLC or can the Certified Copy with Apostille be sent via e-mail too? Thanks in advance for your response.” Dear Customer, Apostilled documents have a physically-applied gold seal. Most likely, you will need the original sent to […]
Continue ReadingNew Delaware Corporate Information System (“DCIS”) launched on September 8, 2015
Over Labor Day weekend, after over a decade of development efforts, the Delaware Division of Corporations (the “Division”) successfully launched a new web-based system to administer its business entity and UCC filing systems. Fortunately, Delaware state administrators and the agent community had a long period to train, test and update the system to make sure […]
Continue ReadingWhat is required to qualify my company as a disabled veteran-owned business?
“I want to start a LLC and one of my investors is a disabled veteran. Can I state that my company is a disabled veteran owned business?” Dear Customer, Usually the majority of owners (51%) need to be part of the qualifying category to be recognized as a disabled veteran-owned business. That also applies to […]
Continue ReadingAre You a Serial Entrepreneur? Consider the Delaware Series LLC.
Serial entrepreneurs should consider the Delaware Series LLC, the most cutting-edge type of business on the market. While it is advisable to set up a new LLC for each different business interest, if the cost of managing a dozen or more companies is overwhelming, consider another alternative: the Series LLC. Are you someone who is […]
Continue ReadingWhat records do I need to update when a Member is leaving a Delaware LLC?
“One of the Members of my Delaware LLC is no longer active in the company. What records do I need to update to reflect this change?” Because the names of the LLC members are not usually filed with the State of Delaware, there is no “amendment” that needs to be filed with the Division of […]
Continue ReadingWhen I form my Delaware LLC, what add-on services do I need to order?
IncNow’s Complete and NOW Delaware LLC packages include the documents your LLC will need to get started. In your package of formation documents, you will receive your Certificate of Formation that shows your company has been filed and Operating Agreement, which lays out the agreed-upon terms of the LLC’s operations and its ownership. An LLC […]
Continue ReadingYour Annual Delaware Corporate Stockholder Meeting is required and recommended
Delaware corporations must hold stockholder meetings every year (even for family businesses and one-owner businesses). Failure to do so may call into question whether your corporation has been following necessary corporate governance formalities. Legalities aside, it is also recommended to meet with stockholders to provide an update on the current activity and plans and listen […]
Continue ReadingDelaware LLC Operating Agreement Pre-Flight Checklist
Delaware Courts will enforce your Delaware LLC Operating Agreement as written. It’s important to document the essential business understanding from the outset. Anyone starting an LLC in Delaware should have a written Delaware LLC Operating Agreement detailing the management and ownership structure. An LLC Agreement is required in Delaware and although the verbal agreement is legal, […]
Continue ReadingIncNow Presents – How to draft Delaware LLC Operating Agreements for use in real estate transactions
On May 1st, IncNow President John Williams led a panel of distinguished attorneys on the topic of LLCs in real estate transactions. Also presenting were Andrea Whiteway of McDermott Will & Emery LLP, Barry Nekritz of Faegre Baker Daniels LLP, Edward Wender of Venable LLP and Doug Walker of Miles & Stockbridge P.C. The venue […]
Continue ReadingSubdivide Your Business and Prosper – Insulate Your Business’s Operations by Forming Multiple LLCs
Should you create another LLC to insulate hot assets from cold assets? The main reason to segregate assets into ring-fenced islands of brother-sister LLCs is to prevent a fire on one part of your business destroying assets in another part of your business. Let us say you are planning to open a fitness center business. […]
Continue ReadingAfter Copy Writing, Think Copyrighting: Part 1 – How to File for a Copyright for Your Website
Since one of the first steps in opening a business is launching a website, that may be the first thing you should protect. This is especially true if your website is particularly unique or creative. While you obtain rights merely by publishing it and marking the page copyrighted (e.g., © 2015 Agents and Corporations, Inc. […]
Continue ReadingDelaware Helps Federal Investigators by Requiring Delaware LLC’s “Communications Contact” Have Access to a Record of Each Member and Manager
A few years ago, pressure from U.S. Treasury and International countries prompted Delaware to require a “communications contact” for each LLC formed in Delaware. A 2014 Amendment clarified what is required of this communications contact, including access to ownership and management contact information. What is a Communications Contact for a Delaware LLC? Before these 2014 […]
Continue ReadingMusic to Guide You from Incorporation to Success
Finding inspiration in lyrics and energy in the rhythm can get entrepreneurs moving. Perhaps you are looking for songs or a playlist that can serve as a business start-up soundtrack for when you file a Delaware LLC to become your own boss! These songs cover everything from inspiration to innovation and should help fuel your […]
Continue ReadingIncNow President John L. Williams, Esq. Appointed ABA Advisor to Uniform Laws Commission on Series of Unincorporated Business Entities Act
On November 20, 2014, the American Bar Association Real Property, Trusts and Estates Section appointed IncNow President John L. Williams, Esq. as an American Bar Association (ABA) Section Advisor on the Uniform Laws Commission (ULC) committee to draft Series LLC provisions that numerous states will use as a model for laws establishing series entities, including […]
Continue ReadingWhat is a Delaware Registered Agent and is there a “Registration” Process?
United States business formation law is all state specific, not federal. Within the footprint of the state, companies formed in that state need to maintain an “agent” at all times. This agent has to have a fixed office address on record with the company’s file. That makes this office the “registered office” and the business […]
Continue ReadingWhen It Comes to Liability, Don’t Take It Personally: Reincorporate in Delaware with a Delaware LLC Conversion
Kevlar, a protective fabric in bullet-proof jackets, has saved countless lives of police officers and military personnel. Kevlar is a DuPont fiber product, invented in Delaware. Delaware has another invention with protective properties in its incorporation laws, which have saved countless business owners from creditors who would have pierced the corporate veil had the judgment […]
Continue ReadingHow a Delaware Corporate Certificate of Validation Could Have Saved a Google Stock Split Had Split Been Done In Error
Google is a high-flying stock and darling of Wall Street, but a minor error in a recent stock split could have undermined confidence in this blue chip company. These errors are more common than you would like to believe. To fix such filing errors retroactively with corporations, Delaware has enacted a “Certificate of Validation” law […]
Continue ReadingWhy Do Commercial Mortgage-Backed Securities Loans require that the Borrower be a Delaware LLC?
When financing real estate projects over $3,000,000 from across the country, often the best rates are available when Commercial Mortgage-Backed Securities (CMBS) loans are used instead of traditional bank financing. We have seen these requests made for a variety of business properties such as storage facilities, student housing, multi-family housing, retail centers and commercial office […]
Continue ReadingMoms Who Blog Should Use a Delaware LLC
Mommy Blogs have exploded in popularity in the last few years. Now anyone with a computer or smartphone is able to express her opinion to potentially millions of female household decision-makers on easy-to-use and often free or inexpensive platforms such as Tumblr and WordPress blogs. Due to the perceived informal nature of a blog, mommy […]
Continue ReadingDelaware “Just Says No” To Marijuana Inc.
Delaware may be known for being “business friendly”, but Delaware can be a buzzkill when it comes to blatant “marijuana” business names. The Delaware Secretary of State rejects certain names it administratively determines are not engaged in a “lawful business, purpose or activity.” Delaware does not mind if you want to export entity products, but do […]
Continue ReadingHow Can Canadian Businesses Benefit from an LLC?
If you want the benefit of an LLC in Canada, you will need to form an LLC in the United States. Most people from Canada who want an LLC will form it in Delaware. Surprisingly, Canada has no equivalent to the LLC under national or provincial laws. The process of forming a Delaware LLC and […]
Continue ReadingWhy Mainland Chinese Businesses Should Form a Delaware LLC To Do Business in the United States
The differences in business law between China and the United States often come as a surprise to even the most sophisticated business people in China. Basic expectations and norms are very different which can make doing business a challenge. The first challenge is starting the business. This is an easy process, but the decision where […]
Continue ReadingShould I Incorporate My Business in Delaware?
Anyone who can incorporate in another state can decide instead to incorporate in Delaware. U.S. constitutional law allows you to incorporate in Delaware with the same rights and privileges as a business incorporated in your home state. The difference is that Delaware law will govern the internal affairs of your business. People from all over […]
Continue ReadingFiling the Delaware Corporation Franchise Tax and Annual Report is Easy
Every Delaware Corporation that is incorporated in the state of Delaware is required to file a Delaware Annual Report and pay a Delaware Franchise Tax every year by March 1 for the previous year. The amount of the Franchise Tax due is based on the number of shares the corporation has authorized. Minimum stock corporations […]
Continue ReadingWhen Forming a Delaware LLC, Choose a Registered Agent with Direct Access to the Delaware Corporation Imaging System.
A limited number of commercial registered agents have access to a dedicated online connection to the State of Delaware. This online filing system is not web based. It is a MS-DOS based terminal where the user has direct access to the Delaware Secretary of State Division of Corporations mainframe. DCIS stands for Delaware Corporation Information […]
Continue ReadingIs an Office Address Required to Incorporate in Delaware?
One of the most commonly asked questions is whether a business address or physical address is a requirement to incorporate in the state of Delaware. Both domestic and international customers ask this question. Since most of the businesses filed in Delaware are located outside Delaware; this is a common concern. Do not let this concern […]
Continue ReadingDedicated Delaware Series LLC information page at Incnow.com
Just today, Incnow.com added a new page dedicated to the series LLC. This page is designed to help someone forming a series LLC to understand their operation from start to finish. It explains the difference between the cell and the company and even discusses up and coming issues to be addressed by the Uniform Laws […]
Continue ReadingJohn Williams to Present Seminar on Drafting Series LLC Operating Agreements
On October 24, 2013, John Williams will be presenting a national teleconference on the Series LLC. It is designed to be an advanced continuing legal education seminar for attorneys from across the country. It is an honor to be asked to present to such a wide audience of attorneys. A few months back, John Williams […]
Continue ReadingDelaware Public Benefit Corporations: Doing Well and Doing Good
A new Public Benefit Corporation law became effective on August 1, 2013 in Delaware. This law creates the option to incorporate a public benefit corporation, which is a for-profit corporation that also has a public benefit goal. Managers, officers, and directors must balance the best interests of stockholders, public interest, and the interests of those […]
Continue ReadingDelaware LLC Charging Order is Not Just Exclusive Remedy, Also “Sole” Remedy
A new Delaware law confirms that the charging order is the sole and exclusive remedy for judgment creditors. This means that other remedies, such as attaching, garnishing, and foreclosing on the interest are not permitted under Delaware law. Charging orders mean that a debtor’s interest can only be assigned to a judgment creditor, giving only […]
Continue ReadingDelaware Certificate of Validation Now Available to Remedy Defective Corporate Acts
A new law passed in Delaware that went into effect August 1, 2013 provides for, among other provisions, a never before seen “Certificate of Validation,” which can now be obtained from the Delaware Division of Corporations. This law provides a “safe harbor” provision for ratifying defective corporate acts by resolution of either the board or […]
Continue ReadingWhy Should You Incorporate in Delaware?
Chances are you are located outside Delaware, but your friends suggested Delaware to you. The question is why? Why would you incorporate in Delaware, when you could incorporate in your home state? We have created an infographic that explains why to incorporate in Delaware. Why is Delaware the best place to incorporate? The simple answer is […]
Continue ReadingHow long will it take to incorporate my Delaware LLC and have it be open for business?
Chances are you have researched the term Delaware LLC and you are almost ready to incorporate a State of Delaware LLC. Yet you are anxious to get started and want to choose an incorporator to start your Delaware LLC quickly and be a reliable Registered Agent in Delaware. The question you have is how long […]
Continue ReadingDomestic Asset Protection Trusts and the Single Member Delaware LLC: Belt and Suspenders
Delaware is one of the best states that offers the self-funded Asset Protrction Trust (“APT”). This trust is designed to protect assets from future creditors, yet provide an income benefit to you, the donor. This is a trust commonly used by medical and dental professionals, executives, business owners, to hedge against future business and professional […]
Continue ReadingWhy everyone should use the Series LLC
Incnow is excited to announce that John Williams will be presenting a seminar on the Series LLC to the American Bar Association’s section on Real Property, Trusts and Estates titled: Why Everyone Could Use a Series LLC. The seminar will be a 1.5 hour teleconference at noon on Tuesday, May 14, 2013. Having set up […]
Continue ReadingJohn Williams teaching class: “Incorporating for Entrepreneurs, Simplified”
Here is an upcoming Class that John Williams will be presenting to Entrepreneurs: Mon, May 20th, 2013 6:00 pm – 8:30 pm EDT The coIN Loft 605 N. Market St., Second Floor Wilmington, DE 19801 Welcome to the world of incorporating for entrepreneurs, simplified. Incorporating is an easy step that should not be overlooked or […]
Continue ReadingHow is the Delaware Series LLC like an egg carton and a 747?
Would you buy a dozen eggs with each in its own individual packaging? Would you buy a dozen eggs all sloshing around in a basket together? In the first example, the packaging is wasteful and embellished and makes them hard to open when needed and difficult to carry around. However in the second example the […]
Continue ReadingFranchise Tax Season is almost over….Don’t forget the March 1 Deadline (and watch out for scams)
Over a month ago, we forwarded by mail to all Delaware corporations for whom we serve as the registered agent the Official Tax Notice from the Delaware Division of Corporations. We also sent out two reminders. This Annual Franchise Tax Report must be filed online on or before March 1, 2013 for your Corporation to […]
Continue ReadingDo I need to obtain an EIN Number for a Delaware LLC?
An LLC run as a one member LLC can either use the Social Security Number (SSN) of the single owner to conduct business, or it can obtain a separate Employer Identification Number (EIN). An EIN is also required for an LLC if it is a multimember LLC. We recommend that you obtain an EIN number […]
Continue ReadingCan I operate a Delaware corporation or Delaware LLC anywhere in the United States?
While the thought of Facebook may conjure up images of Justin Timberlake scheming plans in sunny Palo Alto, a lot of people would be surprised to learn that they incorporated in Delaware. Facebook also had to file a Certificate of Authority in California which is different from re-incorporating in California. Instead Facebook in California is […]
Continue ReadingInternational Incorporation: How difficult is it to form a single member Delaware LLC from outside the United States?
If you live outside the United States you shouldn’t feel overwhelmed by the international incorporation process. The international incorporation process is actually remarkably simple. You do not need to be a US Citizen to be a member of a Delaware LLC. The Delaware LLC can be owned entirely by foreigners outside the United States. Or […]
Continue Reading2012 LLC Institute: practical aspects of charging orders
Potomac Boathouse John Williams is attending a 2-day conference in Washington, D.C. called the LLC Institute. Jay Adkisson is now presenting on charging orders. His position is they should not exist. They are a historical bastard. Creditors don’t use this usually. They use alter ego or something else. There is no uniformity between states on […]
Continue ReadingWhy Attorneys SHOULD use the Series LLC – Upcoming ABA Conference Call
John Williams will be presenting a “hot topics” conference call with the American Bar Association’s Real Property Trusts and Estates Section’s subcommittee on Partnerships and LLCs to discuss why attorneys SHOULD use series LLCs in real estate transactions. This call is tentatively scheduled for mid January, 2013. Items to be discussed will include common applications […]
Continue ReadingWhy Bloggers Should Incorporate: How to transfer blog assets over to your new company
You may enjoy expressing yourself in the freedom and irreverence of the blog format, unconstrained by typical journalistic restraints. Self-imposed restraints that journalists have in traditional media is for a reason. Journalists don’t want to publish information that, even if true, casts non-public figures in a false light, or take the chance of using copyrighted […]
Continue ReadingFrom Inspiration to Incorporation: How to turn an idea into a business
Take a look around. What do you see? Buildings, advertisements, televisions, computers, furniture, food, vehicles, and, of course, nature. What is absent from these items is the story and where the story began. You may see brands, you may see the products, but how much thought do you ever put into how it all came […]
Continue ReadingIncNow Staff Adventure Profile: U.S. National Rowing Team Ambitions
Recently many of us watched the Summer Olympics. In rowing, the United States men’s and women’s teams each won medals. IncNow is playing a small part in helping to boost the success of the U.S. National Rowing Team by providing opportunities to ambitious athletes trying out for the U.S. National Team. Vice President of IncNow, John Williams, […]
Continue ReadingIncorporating a Name: Is the Name You Want Available for Filing with the Delaware Division of Corporations?
Prior to filing a corporation or LLC in the State of Delaware, it is important to ensure the corporate name is available with the state. These are a few guidelines that the Delaware Secretary of State Division of Corporations follows that you should be aware of when giving a title to your Delaware business entity and searching […]
Continue ReadingHome is where the incorporation is. Every other state is foreign. When do you need to “show your papers” to the principal place of business state and file a certificate of authority?
Here is an example of a business that may need to qualify: ***Example: Johnny B. Goode incorporates Swamp Guitars, LLC in Delaware with Agents and Corporations, Inc. His location is in Louisiana. He submits his request for the Qualification service and we process his payment. Once we check the business name in his home state; […]
Continue ReadingWhy incorporate with Incnow? It’s simple: Value.
With all the incorporation and registered agent services found online; how do you know which company offers the best service, quality and timeliness at a very low cost? This equals tremendous VALUE. Others have registered agent fees which are as high as $300.00 per year; and filing packages which are as high as $1,000.00 (the […]
Continue ReadingStaff Adventure Profile: Climbing Mt. Rainier
On July 17th, IT intern Alec Walczak boarded his flight for Seattle-Tacoma International Airport in the pursuit of summiting Mt. Rainer, a 14,411 foot peak in Washington State. His journey began on the morning of July 19th with Alec’s friend from home, six other climbers, and four expedition leaders at Paradise Jackson Visiting Center (5,000 […]
Continue ReadingMitt Romney was not listed as Director or President on Delaware Annual Reports of Bain Capital, Inc. in 2000 or 2001 (only the 1999 report)
Mitt Romney has been getting a lot of heat about SEC filings last week and this weekend. The interesting part is the discrepancies between his claims of being not involved in the management of the company, while being listed as the Chairman and President of Bain Capital, Inc. What I revealed in the previous post […]
Continue ReadingMitt Romney was Director and President at Bain Capital in March 2000 according to records filed with the Delaware Secretary of State.
The post below has a (4 page) tiff image of the Delaware Secretary of State’s annual report filing for 1999, filed March 2000 (page 3 of the tiff is the front of the report and page 4 of the report is the back of the report, listing Mitt Romney’s name in handwriting, signed by the […]
Continue ReadingDesigning and driving a Delaware LLC: With the right operating agreement it performs like a NASCAR champion vehicle
Business is a vehicular sport. When you set-up your LLC, you get to choose the make and model of the vehicle. Do you want a foreign or a domestic car? Do you go to the dealership closest to your house figuring you just need to get from Point A to to Point B? Or do […]
Continue ReadingWhy form a new business in Nevada: The Nevada legislature is an incorporation law leader
When deciding where to incorporate you have a choice of forums to determine which law governs the internal affairs of your business enterprise. You can incorporate in your home state or you can choose Nevada. Nevada has laws like no other, which are invariably better than your home state. Nevada’s state legislature is “pro-active” and […]
Continue ReadingIncorporate a Nevada LLC: Starting a business in Nevada from outside Nevada
Nevada LLC laws are the some of the most business friendly in the country. In Nevada you must declare whether your LLC is to be managed by its members or dedicated managers. Most small businesses decide to be member-managed, like traditional partnerships, where the members have authority to bind the LLC to contracts. This does […]
Continue ReadingIncorporate a Series LLC or a Traditional LLC: Membership issues at start-up/set-up/formation.
Chances are you have heard of a Series LLC and are looking into possibly forming one. You have heard that they allow for internal firewalls between assets. They allow for disparate owners. I just looked up the definition of “disparate” to make sure it was the right word to use. TheFreeDictionary.com provided theses two definitions: […]
Continue ReadingHow are Minutes and Bylaws like the “spork”?
Bob is deciding between a limited liability company (“LLC”) and a Corporation (“Inc.”) and he first “does his homework” to see what documents are included with the package. Bob notices the “complete LLC” includes a certificate of formation on file with the Division of Corporations and an internal LLC operating agreement. He may realize that […]
Continue ReadingHow is a Series LLC, like a Fountain Soda?
I was thinking about a new way to describe the “series LLC” today: the analogy is “bags-in-a-box.” The series LLC has been described as many companies in one with internal asset segregation, not available elsewhere without multiple entity filings. We have been forming these since about 2004, and were one of the early adopters. We […]
Continue ReadingTaking the mystery out of forming a Delaware LLC…the nuts and bolts from order to formation.
I thought it would be helpful to explain the Delaware Limited Liability Company (“LLC” or “company”) formation process after Agents and Corporations, Inc. (“we” or “our”) receive an order through www.incnow.com. Our office upon receiving your order will first log into the State of Delaware Secretary of State Division of Corporations (the “State”) computer system […]
Continue Reading5 Steps to form a Non-Profit Corporation, Public Charity or Private Foundation
1. Form Non-Profit Corp (with language required by IRS for 501(c)(3)), with at least 3 directors. Do internal paperwork, like minutes, bylaws, etc. (We have a service in Delaware that does all this in a standard package for $298 www.incnow.com); 2. Obtain EIN (free online from IRS); 3. Open bank account; 4. File 1023 Application […]
Continue ReadingTop 10 LLC Misconceptions
1. LLC’s have stock. No. LLC members’ ownership derives from the agreement with the company and its other members, not from the possession of a certificate. While an LLC can issue membership certificates, it is not recommended and such membership certificates are misleading. The ownership interest is derived from the contract, not possession of a […]
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