Is the Certificate of Good Standing you emailed to me the “original”?

By IncNow November 10, 2015
electronic filing

“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 Reading

What does it mean for a company to “go void at the state level”?

By IncNow November 3, 2015
full mailbox

Thank you for sending your resignation notice. Yes, we would like to let the company go void. Can you please elaborate on what it means to “go void at the state level”? If we decide to renew at a later stage, can you help with that? Thanking you in advance. Dear Customer, Resigning as registered agent […]

Continue Reading

Why does Delaware have such business-friendly corporation laws?

By IncNow October 27, 2015

“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 Reading

Do I need to register my Delaware LLC where I’m doing business?

By IncNow October 23, 2015

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 Reading

Can an Apostilled Certified Copy be sent via e-mail?

By IncNow October 20, 2015

“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 Reading

New Delaware Corporate Information System (“DCIS”) launched on September 8, 2015

By IncNow October 15, 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 Reading

How do I prove to a bank that I own my LLC?

By IncNow October 14, 2015

“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 that I own the company?” Dear Customer, When forming an LLC in Delaware, usually neither the Members nor Manager’s names are […]

Continue Reading

Are You a Serial Entrepreneur? Consider the Delaware Series LLC.

By IncNow October 6, 2015
series llc egg carton

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 Reading

When I form my Delaware LLC, what add-on services do I need to order?

By IncNow September 28, 2015

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 Reading

Your Annual Delaware Corporate Stockholder Meeting is required and recommended

By IncNow July 13, 2015

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 Reading

Delaware LLC Operating Agreement Pre-Flight Checklist

By IncNow June 25, 2015

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 Reading

Delaware Helps Federal Investigators by Requiring Delaware LLC’s “Communications Contact” Have Access to a Record of Each Member and Manager

By IncNow January 14, 2015

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 Reading

Music to Guide You from Incorporation to Success

By IncNow December 30, 2014

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 Reading

Can I Form a Non-Profit 501(c)(3) LLC?

By IncNow December 17, 2014

If you want to form a Non-Profit company, the structure must be a corporation. The reason why LLCs cannot qualify as a 501(c)(3) is because LLCs have members who are the owners of the company, unlike a Non-Profit Corporation, which has no stockholders, usually only directors and officers. The only way to use an LLC […]

Continue Reading

IncNow President John L. Williams, Esq. Appointed ABA Advisor to Uniform Laws Commission on Series of Unincorporated Business Entities Act

By IncNow December 10, 2014

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 Reading

Delaware LLC Member Buyout Options: Shotgun, Baseball, Drag-Along, Tag-Along, Rochambeau, Coin Flip

By IncNow November 11, 2014

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 Reading

Can I Issue LLC Stock to LLC Stockholders?

By IncNow November 3, 2014

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 Reading

When It Comes to Liability, Don’t Take It Personally: Reincorporate in Delaware with a Delaware LLC Conversion

By IncNow October 27, 2014

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 Reading

How a Delaware Corporate Certificate of Validation Could Have Saved a Google Stock Split Had Split Been Done In Error

By IncNow October 20, 2014

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 Reading

Why Do Commercial Mortgage-Backed Securities Loans require that the Borrower be a Delaware LLC?

By IncNow October 13, 2014

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 Reading

Moms Who Blog Should Use a Delaware LLC

By IncNow October 6, 2014

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 Reading

Delaware “Just Says No” To Marijuana Inc.

By IncNow September 29, 2014

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 Reading

How Can Canadian Businesses Benefit from an LLC?

By IncNow June 11, 2014

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 Reading

Should I Incorporate My Business in Delaware?

By IncNow May 20, 2014

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 Reading

When Forming a Delaware LLC, Choose a Registered Agent with Direct Access to the Delaware Corporation Imaging System.

By IncNow May 19, 2014

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 Reading

What Happens to My LLC Interest When I Die? Buy Sell Tips

By IncNow April 7, 2014

Your first question may be, what exactly is my LLC interest. In short, your LLC interest is your bundle of rights and privileges defined by LLC members in the LLC operating agreement unlike corporate stock, it is not usually held in the form of a membership certificate. Instead, it is usually set forth in the […]

Continue Reading

Is an Office Address Required to Incorporate in Delaware?

By IncNow March 3, 2014

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 Reading

Dedicated Delaware Series LLC information page at

By John Williams September 17, 2013

Just today, 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 Reading

Delaware Public Benefit Corporations: Doing Well and Doing Good

By John Williams August 5, 2013

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 Reading

Why Incorporate in Delaware?

By John Williams June 22, 2013

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? The simple answer is Delaware is better. Delaware is the gold standard. When teaching corporate law, professors across the country teach Delaware corporate […]

Continue Reading

Why everyone should use the Series LLC

By John Williams April 26, 2013

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 Reading

How is the Delaware Series LLC like an egg carton and a 747?

By John Williams March 4, 2013

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 Reading

Do I need to obtain an EIN Number for a Delaware LLC?

By John Williams December 19, 2012

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 Reading

International Incorporation: How difficult is it to form a single member Delaware LLC from outside the United States?

By John Williams October 24, 2012

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 Reading

2012 LLC Institute: practical aspects of charging orders

By John Williams October 18, 2012

 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 Reading

Why Attorneys SHOULD use the Series LLC – Upcoming ABA Conference Call

By John Williams September 28, 2012

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 Reading

Why Bloggers Should Incorporate: How to transfer blog assets over to your new company

By John Williams September 10, 2012

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 Reading

From Inspiration to Incorporation: How to turn an idea into a business

By John Williams September 5, 2012

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 Reading

IncNow Staff Adventure Profile: U.S. National Rowing Team Ambitions

By John Williams August 21, 2012

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 Reading

Home 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?

By John Williams August 18, 2012

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 Reading

Why incorporate with Incnow? It’s simple: Value.

By John Williams August 9, 2012

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 Reading

Staff Adventure Profile: Climbing Mt. Rainier

By John Williams August 7, 2012

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 Reading

Mitt Romney was not listed as Director or President on Delaware Annual Reports of Bain Capital, Inc. in 2000 or 2001 (only the 1999 report)

By John Williams July 16, 2012

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 Reading

How do I file the annual report for a Delaware corporation? Brace yourself….actually it’s pretty easy.

By John Williams February 18, 2012

Time waits for no man. March 1st is the deadline. Filing online only takes five to ten minutes. Avoid the $125 penalty, plus interest and keep your corporation in good standing status by filing on-time. The Delaware General Corporation Law requires that every corporation in Delaware file an annual report and pay a fee (known as the […]

Continue Reading

How are Minutes and Bylaws like the “spork”?

By John Williams February 11, 2012

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 Reading

How is a Series LLC, like a Fountain Soda?

By John Williams December 31, 2011

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 Reading

Taking the mystery out of forming a Delaware LLC…the nuts and bolts from order to formation.

By John Williams November 16, 2011

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  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 Reading

Top 10 LLC Misconceptions

By John Williams September 23, 2011

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 […]

Continue Reading

How to add or remove members from a Delaware LLC

By John Williams August 26, 2011

We often get questions about how to add or remove members from an LLC. The answer is to use a “First Amended and Restated LLC Operating Agreement.” Typically, the names of the LLC members are not filed with the State of Delaware meaning there is no amendment that needs to be filed with the division […]

Continue Reading