In today’s corporate climate, sustainability has advanced past the point of simply being a trend. Most successful companies have adopted aspects of sustainability whether it be in their corporate governance structures, operations management procedures, or both. Data supporting the long-term business benefits associated with sustainable business practices has bolstered the growing popularity of sustainability amongst […]
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In April 2021, the Financial Crimes Enforcement Network (FinCEN) issued an Advance Notice of Proposed Rulemaking to solicit public comment on a wide range of questions related to the implementation of the beneficial ownership information reporting provisions of the Corporate Transparency Act (CTA). IncNow provided four responses. The first response addressed the Series LLC and […]
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The Delaware Secretary of State runs the Division of Corporations with more than 1,000,000 active business entities registered in Delaware, including 66% of Fortune 500 companies. Entrepreneurs know Delaware for having an efficient and business-friendly state government which promotes the seamless formation and maintenance of corporations and LLCs. This is due to the leadership of […]
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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. A 501c3 is a coveted designation because it exempts a company from federal taxes, sales taxes, and property taxes. This can be incredibly helpful to a nonprofit. You […]
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Filing the Delaware annual report online only takes five minutes. Avoid the $125 penalty, plus interest and keep your corporation in good standing by filing your Delaware annual report on-time. When Is the Delaware Annual Report Due? The Delaware General Corporation Law requires that every corporation in Delaware file an annual report and pay a […]
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If you’ve formed an LLC but haven’t done business this year, you may be wondering if you need to pay the Delaware franchise tax. Here’s what you need to know. What Is the Delaware Franchise Tax, Again? Franchise “Tax” is often misinterpreted to mean that the fee will be calculated based on profits or capitalization, […]
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United States business formation law is state specific. 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 or individual servicing […]
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Members of an LLC are subject to capital contributions 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 for your LLC. What is a capital contribution? A capital contribution is the cash or property […]
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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? If you have multiple LLCs, it’s only natural to wonder if you should set up an LLC holding company. In order to determine […]
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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 your bank. However, we have compiled guidelines that serve as a floor to what banks must follow. Often a particular bank will ask […]
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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 isn’t something you’re born knowing, and they don’t teach it in […]
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We have all braced the varying impacts that COVID-19 has had on our lives. Collegiate athletes are no exception, persevering through a unique struggle of their own. IncNow has offered internships to two student-athletes during the pandemic. In addition to learning about incorporation, these athletes are now training for a Half-Ironman competition. This training has […]
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We often get questions about LLC stockholders, bylaws, stock certificates, directors, minutes and sometimes a Limited Liability “Corporation.” It’s understandable to have questions about how LLCs are structured and operate. Here’s what you need to know. Do LLCs have stock? Typically, “stock” is not the term used for LLC ownership shares. In most LLCs, the […]
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Law enforcement does not have access to tax returns showing income and salaries or wealth. This was a policy decision following President Nixon’s administration. It was to avoid the risk that political enemies would access your tax history to use against you. Nevertheless, it is about to become fair game for law enforcement to see […]
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Forming a Delaware LLC is an exciting time for your company, but it’s important to operate your company the right way afterward. Unfortunately, mistakes are sometimes made. These are some of the biggest issues we see—and how to remedy them. Mistake No. 1: The Operating Agreement is returned to the formation agent. Some business owners […]
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People often have many questions when it comes to incorporating. Here are a few of the most common: Q: What is the difference between a corporation and incorporation? A: A “corporation” is the business entity itself. “Incorporation” is the act of starting a corporate business entity. A corporation (Inc.), a limited partnership (LP), and a […]
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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. What Is the Owner of an LLC Called? Members own an LLC. Some of those […]
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People throw around the term ‘subsidiary’ in business. Google, for example, recently made headlines when it was announced that its parent company, Alphabet Inc., is breaking into subsidiaries. It’s understandable that you might not be exactly clear on what it means. Subsidiaries are important but often fail to get the attention they deserve. Business and […]
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Why your business should have an EIN, even if it’s an 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. If you have an LLC, you might wonder whether you need an EIN. An EIN, […]
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It’s understandable that you want to find the best price when it comes to forming your LLC. But what does a cheap LLC setup look like, and how much should it cost to form an LLC? Here’s what you need to know. What Fees Are Required with an LLC? Every LLC registered in the State […]
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Many companies are LLCs. While the abbreviation can be spotted at the end of many company names, it’s understandable that you might not be entirely clear on what, exactly, an LLC is and its purpose. Each state has its own unique statutory law that sets forth requirements to form a Limited Liability Company (hereinafter “LLC” […]
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Among a number of recent states to enact Series LLC legislation, South Dakota’s new Series LLC law becomes effective soon. The approach of South Dakota counters the larger Series LLC trend. Most states follow either the business-friendly Delaware model or the prescriptive Uniform Protected Series Act (“UPSA”). Here’s what you need to know. When Will […]
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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) […]
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Traditionally, non-profit companies are corporations. However, there is a way to get the protection of an LLC while retaining the structure of a non-profit corporation. When expanding the operations of their non-profits, existing non-profit corporations may consider adding higher risk assets to subsidiary LLCs. These LLCs exist under the umbrella of the already qualified 501(c)(3) […]
Continue ReadingA Delaware Certificate of Good Standing is a one-page document issued by the Secretary of State that proves a company’s ability to do business. The Secretary of State will issue one when there is no overdue Delaware franchise tax (or annual reports, in the case of a corporation). Some other states will refer to this […]
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This is a common scenario with a loan out company: 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. All of his wages are subject to self-employment tax (Medicare and Social Security tax). […]
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Becoming an LLC is an easy and inexpensive way to protect yourself from personal liability for business obligations. It’s definitely worth considering if you have your own business—even if that business is you.
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Whether you’re interested in forming a corporation or are just curious, it’s understandable to wonder, “What does the President of a Corporation do?” Traditionally the President of a Corporation is the highest executive officer. The Bylaws of the Corporation set forth the role of the President. Some businesses have also established higher offices, such as […]
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At some point, you may be asked to show proof of ownership for your LLC. The request often happens when you open a business bank account. If you’ve never needed to prove that you own your LLC, it’s understandable that you might be unsure of what to do next. Here’s what you need to know. […]
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We often hear these questions from small business owners: What is the cheapest option for incorporating my company? How much does it cost to incorporate? Should I form an LLC? What incorporation fees can I expect? Across all fifty states, Delaware is near the median for incorporation costs. Among the top-tier states such as Florida […]
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The Delaware Series LLC is a business entity which enables members to place a web of liability shields over individualized assets within a single LLC. As the name suggests, a Series LLC entails a singular organization empowered to self segregate its assets. This creates many rings of protection. As the Delaware Series LLC has risen […]
Continue ReadingWhen it comes to incorporation and LLC formation, there is Delaware and then there is the rest of the world. By dedicating itself to the needs of businesses, the state of Delaware has distinguished itself as the leader in desirable corporate and LLC legislation. Combining reasonable filing and maintenance fees, responsive administrators and an exemplary […]
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When deciding whether to form a Delaware LLC, you may wish you had gone to law school so that you could understand everything you are reading. But attending law school would not help you. Law schools do not teach law students the mechanics of incorporating. Most law schools dedicate no more than one lecture to […]
Continue ReadingApostilled documents have a physically-applied gold seal. Most likely, you will need the original sent to you. We can email it followed by Global Priority Mail or send it to you by International FedEx. What Does Apostille Mean, Exactly? An Apostilled Certified Copy from the Secretary of State is required by certain countries which accept […]
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The concept can be confusing at times, but there is a difference between forming a business and incorporating. Interested in incorporating your business, but not sure exactly what it entails? Here’s the definition of incorporating, plus what it means to incorporate. What Does It Mean to Incorporate? A business is formed when the formation involves […]
Continue ReadingIncorporating your company is an exciting process, but the work isn’t done after you form an LLC or Corporation. After that, there are several more steps to take, like getting a tax ID number for your business. The process of getting a tax ID isn’t complicated, but there is often some confusion about what, exactly, […]
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It can be intimidating to choose a state to incorporate in. You don’t need to incorporate in the state where your business physically resides. Instead, you can incorporate anywhere. Which is the best state to incorporate in? Here are some things to consider. Things to Consider When Choosing a State to Incorporate What is the […]
Continue ReadingWhen you organize a company, the language may be English, but the jargon sounds “foreign” like you are playing a card from Dungeons and Dragons for an invincibility cloak. Wading through the lingo, one particular term you may encounter is “juridical entity.” While “juridical” simply means “legal”, knowing the characteristics of a juridical entity is […]
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Often a serial entrepreneur will form multiple “brother-sister” companies to keep their assets from becoming commingled. But if an entrepreneur has partners that also own an interest in each of these companies, it can generate a separate partnership tax return for each entity. One way to simplify this is to form a holding company with […]
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It’s no secret that COVID-19 is changing the lives of many people. On the job front, some people are facing unemployment or job insecurity, and workplaces are starting to discover that the standard office model may not be efficient or even needed anymore. The pandemic has also delivered a blow to the economy, causing some […]
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If you have several related business ideas, filing a Series LLC can be an attractive option. But simply forming a Series LLC doesn’t entitle you to the internal asset-by-asset protection of a Series LLC. Instead, there are certain steps you need to take to make sure that you (1) have established protected series by the […]
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In this COVID-19 crisis, is it within the discretion of the board of directors to change manufacturing lines to produce masks and other personal protection equipment for front line medical workers? Can corporate boards decide to use their supply chains to provide bulk food to hungry citizens at cost? These are big questions facing companies […]
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Just as an infected person with a virus can infect nearby healthy people, an asset with a liability in a company can be a bad apple that unnecessarily exposes all the good apples to a liability. In this case, the “virus” is not a germ, but rather a judgment creditor who tries to collect against […]
Continue ReadingDelaware 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 good to meet with stockholders and provide an update on the current activity and plans and listen to […]
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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 ReadingDo 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. It is a for-profit business that has a stated “public interest” purpose set out in […]
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Prior to filing a corporation or LLC in the State of Delaware, you may want to check if the corporate name is available on the Delaware Secretary of State’s website. Below are a few guidelines on how to name your LLC or corporation. 1. When checking the name on the Division of Corporation’s website, the […]
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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”. Many of these focus on technology. However, we call a variety of businesses startups if […]
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Where should you form your startup? 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 startup are the same as considerations […]
Continue ReadingIf you live outside the United States, you shouldn’t feel overwhelmed by the international incorporation process. The international incorporation process is actually remarkably simple. Can You Form a Delaware LLC If You Don’t Live in the U.S.? You do not need to be a US Citizen to be a member of a Delaware LLC. A […]
Continue ReadingThe LLC is popular choice when it comes to company formations, but business owners often have one very important question: How is an LLC taxed? The taxes an LLC pays can vary, but there are some important facts to know about LLC taxation. LLC Taxes Four out of five businesses that incorporate with IncNow choose […]
Continue Reading¿Puedo crear una empresa en los Estados Unidos? En IncNow hemos visto un creciente interés por los beneficios que ofrece el Estado de Delaware a personas y entidades internacionales a la hora de establecerse en los Estados Unidos. Debajo damos respuesta a preguntas que frecuentemente recibimos de nuestros clientes y que presentamos en español para […]
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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 […]
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Sustainability is important to many corporations, and being publicly labeled as a sustainable company can attract a certain type of loyal employee and customers. You may be considering adopting a corporate or LLC public benefit company label to distinguish you from your competition, and develop customer loyalty to your brand. Here’s what you need to […]
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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. Why Create a Single Member LLC Operating Agreement? Despite having only one member, it is still wise for single-member LLCs to have a […]
Continue ReadingDelaware statutory representation is an important part of owning a Delaware corporation or LLC. Here’s what it is, and how IncNow can help.
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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 ReadingFamilies 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 […]
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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 ReadingTo 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 […]
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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 […]
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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 […]
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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 ReadingThe 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 ReadingIn 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 […]
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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. […]
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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? […]
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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 […]
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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 […]
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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 ReadingDelaware 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 […]
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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 ReadingEl 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 ReadingIn 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 ReadingCan 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 […]
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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 […]
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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 […]
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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, […]
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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 […]
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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 ReadingUnlike 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 ReadingIncorporating 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 […]
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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 […]
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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 […]
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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 ReadingUPDATE: 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: […]
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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 […]
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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 ReadingIncNow 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 […]
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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 […]
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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 […]
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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 […]
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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 […]
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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 […]
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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 […]
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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 […]
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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 […]
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“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 […]
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“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 ReadingThe 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. […]
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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 […]
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“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 […]
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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 ReadingOver 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 […]
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“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 […]
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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 […]
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“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 […]
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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 ReadingDelaware 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 ReadingOn 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 ReadingShould 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 ReadingSince 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 ReadingA 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 ReadingFinding 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 ReadingOn 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 ReadingKevlar, 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 ReadingGoogle 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 ReadingWhen 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 ReadingMommy 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 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 ReadingIf 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 ReadingThe 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 ReadingAnyone 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 ReadingEvery 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 ReadingA 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 […]
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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 ReadingJust 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 ReadingOn 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 ReadingA 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 ReadingA 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 ReadingA 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 ReadingChances 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 ReadingChances 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 ReadingDelaware 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 ReadingIncnow 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 ReadingHere 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 ReadingWould 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 ReadingOver 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 ReadingAn 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 ReadingWhile 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 ReadingPotomac 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 ReadingJohn 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 ReadingYou 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 ReadingTake 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 ReadingRecently 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 ReadingWith 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 ReadingOn 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 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 ReadingThe 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 ReadingBusiness 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 ReadingWhen 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 ReadingNevada 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 ReadingChances 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 ReadingBob 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 ReadingI 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 ReadingI 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 Reading1. 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 Reading1. 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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