Notice: All new and existing entities will need to file a Beneficial Ownership Information Report with FinCEN. Click here to learn more.

Does My Delaware Company Need a Certificate of Incumbency?

By Matthew Dochnal November 9, 2023

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

Does My Company Need a Corporate Secretary?

By Matthew Dochnal November 7, 2023
a team of business professionals

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

What Is a Delaware Public Benefit Corporation?

By Matthew Dochnal August 11, 2023

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

My Delaware Company Is ‘Void’: What Do I Do?

By Matthew Dochnal July 12, 2023

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

Does My Delaware Corporation Need a Stockholder Agreement?

By Matthew Dochnal June 27, 2023
shareholder agreement

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

Why Startups Should Choose the Delaware C-Corp.

By Matthew Dochnal January 9, 2023
An investor putting money into a rocketship

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

What Is A Delaware Public Benefit Corporation?

By Matthew Dochnal October 24, 2022
B Corp

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

What Is a Delaware Certificate of Incumbency?

By IncNow July 22, 2022

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 Difference Between the Delaware LLC and Corporation

By IncNow April 26, 2022
LLC vs Inc

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

Does My Delaware LLC Have To Pay Franchise Tax?

By IncNow
franchise tax

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

Why Should I Incorporate in Delaware?

By IncNow February 16, 2022
why delaware

Incorporating in Delaware has many advantages and benefits over incorporating a business in your home state. Before explaining the advantages of incorporating in Delaware, it is important to know you are eligible to run your business as a Delaware corporation or a Delaware LLC no matter where you live. Do I Need to Live in […]

Continue Reading

Why the Delaware C Corp Is a Good Option for Startups

By IncNow February 9, 2022
C Corp

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

What, Exactly, Does It Mean to Incorporate?

By IncNow January 5, 2022
Delaware corporation

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

Do You Need an Incorporation Lawyer?

By IncNow November 2, 2021
incorporation lawyer

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

How to File a Delaware Annual Report

By IncNow May 28, 2021
franchise tax payment

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 Reading

Do LLCs Have Stock or Shareholders?

By IncNow February 25, 2021

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

What Does the President of a Corporation Do?

By IncNow August 11, 2020
question man

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

Your Annual Delaware Corporate Stockholder Meeting is required and recommended

By IncNow April 1, 2020

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 good to meet with stockholders and provide an update on the current activity and plans and listen to […]

Continue Reading

How to Name Your Delaware LLC

By IncNow January 13, 2020
business names

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

“Converting” a Corporation to a Delaware Public Benefit Corporation

By IncNow June 7, 2018
public benefit LLC

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

What is the difference between an LLC and a Corporation from an organizational perspective (non-tax)?

By IncNow August 1, 2016
asset protection

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 Reading

Wyoming Supreme Court Makes Piercing Single Member LLC Veil More Difficult

By IncNow March 31, 2016

UPDATE: In the aftermath of the Green Hunter Energy case, Wyoming legislature recently added two new subsections to its LLC Act that will make “piercing the veil” of a Wyoming LLC more difficult. The law has been amended to address the limited liability of Wyoming LLC Members, which was weakened by the Green Hunter decision: […]

Continue 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

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 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

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

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

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

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 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