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Providing Delaware incorporation information and general business news you need to know now.

Doing Business in Connecticut with a Delaware LLC
By Devin Scott Tuesday, April 28, 2015

When forming an LLC, Delaware is often the most popular choice. This is due to Delaware’s strong corporate law, structure which is considered by many to be #1. State of ConnecticutClients from all over the world contact Harvard Business Services, Inc. to form a Delaware company, despite the fact they will not be operating their business from Delaware. When forming a Delaware LLC, your business is domestic to Delaware and foreign to every other state. When operating a Delaware LLC in Connecticut, clients can register as a foreign entity in their home state of Connecticut.

The process of registering a Delaware LLC as a foreign entity in Connecticut is called foreign qualification. It is the way in which the state of Connecticut grants you permission to operate with a Delaware LLC. Each state has this qualification but each state presents different requirements. Since each state has its own requirements, let Harvard Business Services, Inc. take care of this detail for you. Connecticut, like most states, has an application process and a state fee. Unlike most states, however, Connecticut does not require a Certificate of Good Standing from Delaware. Harvard will prepare the appropriate documentation, email it to you for your signature, and then file the documents directly with Connecticut. Once your application has been approved, Harvard will send you a Certificate of Authority. This document states that your Delaware LLC has acquired the authority to operate in Connecticut. This is a very important, yet often overlooked, step.

Harvard Business Services, Inc. can also act as your Registered Agent in Connecticut for $99 per year.

Once registered in Connecticut, there are annual reporting requirements. The Connecticut annual report is due on the anniversary month of the creation of your foreign qualification. The cost for a foreign LLC's annual report in Connecticut is just $20. The Connecticut Secretary of State will mail a reminder to your Registered Agent in advance of the due date. Your foreign entity maintains three annual responsibilities: it must file a Connecticut annual report, pay the Registered Agent Fee and pay the franchise tax. Your Registered Agent should send reminders to you about these critical Delaware compliance fees.

If you need assistance in registering your Delaware LLC in Connecticut, or have additional questions, please call 1-800-345-2677 Ext 6130 or email devin@delawareinc.com.

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Do You Have a Digital Corporate Seal?
By Andrew Millman Monday, April 27, 2015

Digital SealDid you form your Delaware corporation or LLC through Harvard Business Services, Inc?  Is Harvard Business Services currently your Delaware registered agent?  If the answer is "yes," then you probably already have a digital corporate seal.

The digital corporate seal will include your company name, the date of formation and the type of company, as well as the word "DELAWARE," illustrating that your company was formed in the most prestigious jurisdiction in the world.  Just point and click to add your digital company seal, the official signature for your company, on to all important documents.  LLCs will often use the digital seal on the operating agreement, membership certificates, banking resolutions, invoices, receipts, et al.  Corporations can use the seal on their bylaws, stock certificates, and meeting minutes to make them official. 

Contact any of our friendly customer service representatives at Harvard Business Services, Inc. to get your FREE digital company seal today.  We can be reached at 1-800-345-2677 Option 1, and we’re ready to help!

Harvard Business Services, Inc. now provides a FREE digital company seal to our clients.  Harvard Business Services, Inc. is Delaware's premier company formation service, home of the $50 annual registered agent fee.  Harvard Business Services GUARANTEES that your Registered Agent Fee will remain FIXED at $50 per year for the life of your company.  If Harvard Business Services, Inc. is NOT your Registered Agent, call us today to switch and get a FREE digital company seal.

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A Good Deal for Self-Employed: Solo 401 (k)
By Brett Melson Tuesday, April 21, 2015

Are you self-employed and looking to start a Solo 401(k) retirement plan for the future? 401(k) plans let participants save and invest a portion of their earnings401-K before taxes are taken out. No taxes are paid on the money until it is withdrawn, usually at retirement when the worker’s tax bracket is lower. 

If you are an independent contractor, consultant, freelancer, real estate agent, or other self-employed person, the government offers an annual $53,000 tax break that could help secure your retirement.  For this Solo 401(k) plan, the business owner wears two hats, employee and employer. Contributions can be made for both, resulting in very high contribution limits. The benefit is even more for married business owners because spouses are the exception to the “solo” or “one worker” rule and can make contributions equal to those of the owner.  Using this advantage married couples could put away $106,000 annually, tax-deferred.  Solo-k plans are best suited for self-employed workers who want to save as much as possible for retirement, and who make enough to make significant contributions.  If, however, the plan is to grow the company and hire employees, it would have to be converted to a full-blown 401(k) plan.

To qualify for a Solo-k an individual must be able to claim self-employed income, but have no full-time employees (except a spouse).  However, a person does not need to work full-time in the self-employed capacity.  Many times an individual works for an employer, but has another business on the side, making that business eligible for adopting a Solo 401(k).  The plan can be adopted by any self-employed business, including a sole proprietorship, limited liability company, partnership, S-Corporation, C-Corporation, etc.

The two basic types of this plan are self-directed, and brokerage based. The brokerage based plans invest in stocks and mutual funds, while the self-directed plans allow the entrepreneur to use retirement funds to make virtually any type of investment on their own. The IRS describes only the types of investments which are prohibited, which are few.  Varied options such as real estate, private business investments, precious metals, and loans give the holder many options. 

Another advantage of the Solo-k is that it allows a business owner to take out a loan on the retirement account. A participant is allowed to borrow up to 50% of the total value, or $50,000, whichever is less. This loan is tax free and can be used for any reason. (Failure to make payments back can result in taxes and IRS penalties, however.) 

There is an additional feature for those 50 years old and over.  They can contribute an additional $6,000 beginning this year, often referred to as a “catch-up” feature.  So the upper limit in 2015 for a business owner over 50 would be $59,000.

Many people are unaware of this Solo-k plan which allows for self-employed workers to invest a good amount of tax-deferred income, with less hassle to set up than many other retirement plans. It beats traditional corporate 401(k)s in higher savings limits and in the ability to invest in a variety of options.

At Harvard Business Services we feel this would be a great fit for a large portion of our clients.   We have formed a Strategic Relationship with Provident Trust Group to assist with the setting up of a Solo 401K, reach out to them directly at 855 279 5981 with any questions.   

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Who Can Be a Member of an LLC?
By Andrew Millman Monday, April 20, 2015

By now most people know that Delaware is recognized around the globe as the place to incorporate your company and that the Delaware LLC is amongst theQuestion Marks most popular business structures out there today, with its unmatched flexibility, asset protection, and low maintenance costs.  At Harvard Business Services, we work with clients from across the US and all over the world who choose Delaware to form their LLC. Roughly 16% of our business now comes from clients outside the USA.

The question is “Who can be a member of a Delaware LLC?”  Are there any restrictions on the membership of a Delaware LLC?  I can’t tell you how many times we get these questions from our clients.  The truth of the matter is, anyone in the world can be a member of a Delaware LLC or corporation. Generally, the members of an LLC are individuals, but it doesn’t stop there.  Many clients will opt to set up the Delaware LLC with another company as the member.  That can be a corporation, LP, or even another Delaware LLC.  Often, clients will set the LLC up with an LLC as the member, and additional persons as members. Any mix is permissible. If for any reason the members of the LLC change in the future, not to worry, this is all handled internally with the LLC operating agreement.

Traditionally, Delaware LLCs are filed without listing the name and address of the member(s) for public record, since it’s not required when filing the certificate of formation in the state of Delaware.  This means any changes, from adding/removing members, changing the ownership structure, who’s in charge, who manages day to day activities, etc., is all addressed within the LLC operating agreement.

If you have any questions about membership or forming your Delaware LLC, please call, email, Skype, or live chat from our website (www.delawareinc.com) during working hours. We’re always here to help!  

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Two Major Food Companies Sign Merger Agreement
By Michael Bell Tuesday, April 14, 2015

H.J. Heinz Company and Kraft Foods Group, Inc. both Delaware Companies signed a definitive merger agreement to create The Kraft Heinz Company.Kraft and Heinz

H.J. Heinz Company was founded by Henry John Heinz in 1869 in Sharpsburg, PA and is now headquartered in Pittsburgh, PA. It is one of the world’s leading marketers and producers of healthy, convenient and affordable foods specializing in ketchup, sauces, meals, soups, snacks and infant nutrition. Heinz enjoys the number 1 and number 2 market share in more than 50 countries and sells 650 million bottles of its iconic ketchup every year.

Kraft Foods Group was founded in 2012 and is a consumer packaged food and Beverage Company with annual revenues of more than $18 billion. The company manufactures and markets food and beverage products including refrigerated meals, refreshment beverages, coffee, cheese, and other grocery products, primarily in the U.S. and Canada, under a host of brands.

This merger will create the third largest food and Beverage Company in North America. Under the terms of the agreement which has been approved by both company’s shareholders, Kraft’s current shareholders will own a 49% stake in the combined company, and current Heinz shareholders will own 51% on a fully diluted basis.

Kraft shareholders will receive stock in the combined company and a special cash dividend of $16.50 per share. The aggregate special dividend payment of approximately $10 billion is being fully funded by an equity contribution by Berkshire Hathaway and 3G Capital.

This creates a substantial value for Kraft shareholders as the special cash dividend payment represents 27% of Kraft’s closing price and will allow Kraft shareholders the opportunity to participate in the new company’s long-term value creation potential.

The combination of these iconic food companies together with the new company will have eight $1+billion brands and five brands between $500 million and $1 billion.

The new company The Kraft Heinz Company will be co-headquartered in Pittsburgh, PA and Chicago, IL. For more on this iconic merger between two Delaware companies read the full article.

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