SINCE 1974
Before doing business or owning assets through a single-member Florida LLC, you should consider either adding a nominal partner or using a Delaware single-member LLC instead. Florida is the most popular state for business formation. Florida has more active business entities than even the state of Delaware. More than 2.6 million entities are active in […]
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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 […]
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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