SINCE 1974
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 […]
Continue Reading
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 […]
Continue Reading
What is a corporation? Corporations are a type of legal structure that play a significant role in the business world. Entrepreneurs use the legal structure of a corporation to protect themselves from risks and grow their businesses into large enterprises. You interact with businesses set up as corporations nearly every day, however, you may not […]
Continue Reading
After forming a Delaware LLC or corporation, many business owners wonder, “What’s next?” One crucial part of running a business is maintaining your company’s good standing status. In this article, we delve into what good standing means and guide you on how to maintain your company’s good standing status in Delaware. We also discuss how […]
Continue Reading
If you have applied for a loan with your corporation as the borrower, you may have heard the term “Delaware Certificate of Incumbency”. What is a Delaware Certificate of Incumbency and when do you need one? Navigating corporate documentation is crucial for business operations, especially when engaging in financial transactions or significant changes in […]
Continue Reading
A Corporate Secretary can be a valuable asset to a corporation as it grows. But what does a Corporate Secretary do, exactly? Are companies required to have one? We dive into the details of what a Corporate Secretary is and why they are important. What Is a Corporate Secretary? A Corporate Secretary is one of […]
Continue Reading
Many business owners strive to balance running a profitable business with doing good for the planet. As businesses grow, enforcing standards and achieving sustainability goals becomes more challenging. One successful strategy that businesses use to pursue both profits and purpose is to incorporate as a Delaware Public Benefit Corporation, or a “PBC”. But what […]
Continue Reading
If you have a Delaware LLC or Delaware corporation, there are some annual requirements that you need to know about. If you haven’t kept up with these requirements, your company may have gone “void” or “inactive.” But what does it mean if your Delaware company goes void and what should you do? Letting […]
Continue Reading
Incorporating your business as a Delaware corporation comes with lots of benefits. However, running a corporation the right way can require a lot of paperwork. There are many different types of corporate documents: from by-laws to Annual Reports. One of the most important documents that a Delaware corporation needs is a Stockholder Agreement. A Delaware […]
Continue Reading Corporations play a significant role in the business world. Entrepreneurs use the legal structure of a corporation to protect themselves from risks and grow their businesses into large enterprises. While you may interact with corporations nearly every day, you may not fully understand how they work. In this article, we break a corporation […]
Continue Reading
What do companies like Uber, AirBnB and DoorDash all have in common? Each secured millions of dollars from venture capital firms and investors as startups. They are also all incorporated as Delaware C-Corporations. Delaware C-Corps are the most popular entity choice for startup companies looking to attract investors. Angel investors and venture capital firms prefer […]
Continue Reading
Do you want to make money while also making a difference in the world? The Delaware Public Benefit Corporation (“PBC”) allows companies to do just that. A Public Benefit Corporation is a for-profit business with a stated “public benefit” purpose set out in its incorporation documents. Delaware PBCs benefit both stakeholders and shareholders, and many […]
Continue Reading If you have applied for a loan with your corporation as the borrower, you may have heard the term “Delaware Certificate of Incumbency”. What is a Delaware Certificate of Incumbency and when do you need one? What Is a Delaware Certificate of Incumbency? A Delaware Certificate of Incumbency is a document signed by an officer […]
Continue Reading
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 Reading
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, […]
Continue Reading
Incorporating in Delaware has many advantages and benefits over incorporating a business in your home state. Before explaining the advantages of incorporating in Delaware, it is important to know you are eligible to run your business as a Delaware corporation or a Delaware LLC no matter where you live. Do I Need to Live in […]
Continue Reading
Delaware C corps are a popular choice for some companies due to their ability to attract investors. Startups in particular can benefit from a C corp tax designation, but it’s understandable to have questions about how, exactly, this works. Here’s what you need to know. How the Delaware C Corp Can Help Startups While every […]
Continue Reading
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. How Do You Define Incorporate? In the U.S., incorporating a business is something that […]
Continue Reading
An incorporation lawyer specifically focuses on the laws surrounding the business of forming and maintaining corporations and LLCs. An incorporation lawyer can help ensure that your company is properly formed and in good legal shape. But not everyone needs to hire a lawyer to help form their company.
Continue Reading
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. What Is the Delaware Annual Report? The Delaware Annual Report is a set of business information that must be submitted to the Division of Corporations […]
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 […]
Continue Reading
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 […]
Continue Reading
A conversion from a corporation to a Delaware Public Benefit Corporation has many advantages for existing Delaware corporate directors. A Delaware public benefit corporation is a for-profit corporation “that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner.” Del. Code Ann. tit. 8, § 362. […]
Continue Reading In order to explore what makes corporations and LLCs different, it is important to first note the one primary way in which they are similar: both have a barrier that prevents business debtors from collecting against the personal assets of an owner. This means the owners’ personal assets are not available for collection by a […]
Continue Reading
Unlike a Delaware corporation, a Delaware limited liability company (“LLC”), is characterized by the following “built in” attributes often not found in the documents, older rules and stricter formalities that apply to corporations. Of utmost importance to the Delaware LLC’s desirability is the freedom of contract for its members in arranging the organizational structure of […]
Continue 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: […]
Continue Reading
“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 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 […]
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 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 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 […]
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 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 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 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 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 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 Reading