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The HBS Blog on Delawareinc.com provides Delaware incorporation information and general business news you need to know now.

How to Operate a Delaware LLC in Hawaii
By Devin Scott Tuesday, July 28, 2015

People call us from all over the world wanting to form Delaware LLCs because Delaware is known for having the strongest corporate law structure in America.hawaii When you form an LLC in Delaware, your business is domestic to Delaware and foreign to every other state, including your home state. If you’d like your LLC to operate in any other state, such as Hawaii, you must register your company as a foreign entity in that state. This process is called Foreign Qualification, and it is the manner in which the LLC’s home state grants it the authority to do business there with a Delaware LLC. 

Hawaii, like many states, has an application process and requires a state fee, as well as a Certificate of Good Standing from Delaware, in order to register your Delaware LLC as a foreign entity. Hawaii also requires your LLC to retain a Registered Agent in order to accept service of process within the state. Harvard Business Services Inc. can file for Foreign Qualification in Hawaii for you; in order to do so, we will need the following information:  

  1. Name of the LLC’s member or manager
  2. Business address of the LLC
  3. Registered Agent’s address
  4. Nature of the LLC’s business

Harvard Business Services, Inc. will prepare the application, obtain the Certificate of Good Standing from Delaware and email the documents to you for signature. The Certificate of Good Standing must not be dated more than 60 days prior to the filing. The application must be signed by a member or manager of the Delaware LLC. Once the signed application is received, Harvard Business Services, Inc. will file the documents with the state of Hawaii. The typical turnaround time for approval is five business days.

If you would also like Harvard Business Services, Inc. to act as your Registered Agent in Hawaii, we would be happy to do so. The cost is $99 per year. Once your LLC achieves Foreign Qualification in Hawaii, the LLC will be responsible for filing an annual report. This annual report is due a year later, no later than the end of the quarter in which you originally filed. (For example, if you registered your business in Hawaii on March 5, 2015, then your first annual report will be due before March 31, 2016.) The Hawaii annual report fee is $15. To remain in good standing in Delaware, you must maintain a Registered Agent as well as pay the annual Delaware Franchise Tax.

If you would like assistance with registering your Delaware LLC for Foreign Qualification in Hawaii, or if you have additional questions about how to operate a Delaware LLC in Hawaii, please call 1-800-345-2677, Ext. 6130 or email devin@delawareinc.com.

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Company Name Change with a Certificate of Amendment
By Brett Melson Monday, July 27, 2015

Is your company name outdated, or does it no longer reflect the nature of your business? You are allowed to officially change your company name. Often, nametagclients think it will be costly and time-consuming to change a company name, or that a new company must be filed with the new name. This is not true; your company name can be officially changed, quickly and easily. In fact, it is one of the most common filings requested here at Harvard Business Services, Inc. 

When to Use a Certificate of Amendment to Change Your Company's Name

In some cases, the original name may have been too specific, such as Bob's Deck & Patio LLC, created before Bob began doing more general contracting and home building. In other cases, a company may be re-branding and want the centerpiece to be the new name. Instead of filing a new company, these clients simply call us. We prepare and file a Delaware Certificate of Amendment to the Certificate of Formation (for LLCs) or Certificate of Incorporation (for corporations) with the Delaware Secretary of State’s office. This filing officially changes the name, either immediately or on an effective date, whichever option is selected by the client.

Filing a name amendment, as opposed to filing a new company, will allow you to maintain the history that is connected to your original filing. Assets don’t change hands, liabilities remain the same, all contracts remain in force and all accounting and tax records remain the same. The name changes but everything else remains intact. This saves you the hassle of opening a new bank account, obtaining a new EIN and creating entirely new internal documents. The formation date of the company remains the date of original formation, which is an important consideration for many entrepreneurs.

How To File a Certificate of Amendment

The first step in the name change process is choosing the name. This can be a tough decision. For assistance in picking out the right name for your company, read this helpful blog post on naming your company in Delaware.

To make sure your company name is available in Delaware, take advantage of Harvard Business Services, Inc.'s free name check service. After the name has been selected and reserved with the Division of Corporations, a Certificate of Amendment will have to be prepared; it must be signed by an authorized officer of the company. Next, the Certificate of Amendment needs to be filed with the state, and the name will officially change as of the date and time the document is filed, or at some specified date known as the "effective date," after the file date. Company names cannot be effective before the filing date of the name amendment. The state of Delaware typically takes three to five business days to return certified copies of the filing documents. Harvard Business Services, Inc. can file your Certificate with the state of Delaware, relieving you of the hassle and paperwork. 

Once the amendment is filed, you should make sure everyone-your clients, your bank, et al-- is aware of the new name for the company. The easy way to inform everyone is to make a list: Write down government agencies your company works with, as well as clients, vendors and banks, and inform them of your new name. Notify the post office, UPS, Federal Express and DHL, as well as any other companies your company deals with. Some of the bureaucracies involved may have a form to fill out, and they may ask you to return the form with a copy of the approved Certificate of Amendment. The IRS allows this change to be made rather easily. Simply send a letter to the IRS stating the new name of the company, the old name, EIN (employer ID number) and the signature of a corporate officer.

Finally, go forward and prosper with the new company name that properly reflects the business you have worked so hard to build.

Should you require assistance in filing a Certificate of Amendment, or any type of amendment, feel free to give me a call at 800-345-2677 or send an email to brett@delawareinc.com.

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Decisions to Make Before You Incorporate
By Andrew Millman Tuesday, July 21, 2015

There are many things to be considered when forming a new Delaware corporation or LLC.  You have some major decisions to make before you incorporate, so a little planning canincorporate go a long way.  The first few things you must decide on, in no specific order, are: 

Company Type: Which business entity do you want to form? If you want a corporation, would you like to form a general corporation, an S-corporation, a close corporation, a non-profit corporation or a public benefit corporation? Perhaps the flexible, easy-to-maintain LLC is the best fit for your new business. You’ll have to figure out which business entity you prefer before you file your new company.

Company Name: Whether your company will provide a service, introduce a cell phone app, import/export raw materials, produce and sell goods, hold assets or protect Intellectual Property, your company name can be instrumental in either the complete success or crushing failure of the new business. The name of your business will be tied to the branding and marketing of your company, so think wisely about your company name.

State of Incorporation: You can incorporate in any state; however, Delaware continues to be the most corporate-friendly state in America. Harvard Business Services, Inc. assists clients from all over the world with forming Delaware corporations and Delaware LLCs.

Date of Incorporation: At Harvard Business Services, Inc., we generally file all companies on a same-day basis. For many people, the date of incorporation is of little importance, so the birthday of a company is just the day you place your order; however, other people may want a specific date of incorporation. Sometimes people want a certain date of incorporation, based on the fiscal year, for tax purposes (January 1 and December 31 are very common). Personal anniversaries and birthdays are also very popular determining factors for a company’s date of incorporation. For many of our international clients, both lucky and unlucky numbers often play a role in deciding on the birthday of a company. Whatever date you choose, and whatever your reason may be for choosing a date of incorporation for your new Delaware corporation or Delaware LLC, Harvard Business Services, Inc. can make it happen for you.

If you have any questions about setting up your new Delaware corporation or Delaware LLC, call us today at 1-800-345-2677, Ext. 6133 or email me at andrew@delawareinc.com

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State of Delaware Late LLC/LP Tax Notice
By Amy Fountain Monday, July 20, 2015

Delaware Annual Franchise Tax for LLCs and LPS was due June 1, 2015.

If you have a Delaware Limited Liability Company (LLC) or Limited Partnership (LP), you should have paid the annual Franchise Tax by June 1, 2015.stackofpapers  Harvard Business Services, Inc. recently mailed notices to those LLC/LP companies that did not make timely payment arrangements for this annual obligation.

The Franchise Tax filing is due for all Delaware LLCs and LPs by June 1 of every year, regardless of whether your LLC or LP showed any profit or loss, conducted any business activity, obtained an Employer Identification Number (EIN), opened a bank account or filed a federal tax return. In short, the annual LLC and LP Franchise Tax must be paid every year.

The annual Franchise Tax fee is calculated at a flat rate of $300 per LLC/LP. If payment arrangements are not made by the June 1 deadline, the state of Delaware imposes a $200 late penalty, plus 1.5% monthly interest. In addition, the LLC/LP is placed into a ceased good standing status. This means the Delaware Secretary of State will not allow the LLC/LP to obtain an official Certificate of Good Standing document. In addition, the LLC/LP will not be able to file any changes to the corporate structure—such as a name amendment, a cancellation or a merger—until the outstanding Franchise Tax fees are paid.

Harvard Business Services, Inc. can assist with your LLC/LP Franchise Tax filing if you have not yet taken care of it. Harvard Business Services, Inc. offers a filing service for only $59 plus the cost of the outstanding Franchise Tax fees. We will ensure the annual Franchise Taxes are filed with the state of Delaware so the good standing status of your LLC/LP is restored.

We can provide Franchise Tax filing services for any Delaware company, even if Harvard Business Services, Inc. is not your Registered Agent.

When you are ready to proceed with your Franchise Tax filing, the easiest and quickest way to get started is online. Filing and payment arrangements for the services can be made quickly and efficiently via our secure website at www.delawareinc.com/payft/.  You can pay using a debit or credit card or a valid PayPal account. You can also pay via telephone if you call our office at 1-800-345-2677 or 1-302-645-7400, Ext. 6901 with your debit or credit card details.

As always, Harvard Business Services, Inc. is also available via email at franchisetax@delawareinc.com for any additional questions or concerns you may have.

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Angel Investing: Words of Wisdom from David S. Rose
By Rick Bell Tuesday, July 14, 2015

A few weeks ago, I wrote a blog on finding money from angel investors. It raised quite a bit of interest among our clients and I received a number of requestsangelinvesting to dig more deeply into the subject.

The next day, I got an email from perhaps the most successful, prolific and knowledgeable angel investor in the world, David S. Rose. We arranged to meet and ended up having a six-hour conversation reflecting on his experience as an angel investor. The time went swiftly. He is truly an interesting, intelligent and experienced man.

As of now, after more than 25 years of investing in more than 100 start-up companies, David S. Rose is recognized by just about everybody as one of the world’s most active angel investors. I was not aware that there are now many serial angel investors and organizations of angel investors who take angel investing very seriously. Rose actively manages a portfolio of over 100 companies he has invested in as an angel.

David S. Rose is also the founder of the New York Angels, a group that has been meeting every month for more than 10 years; together they comb the business world for interesting start-ups. Obviously, he has had some major hits along the way, with quite a few strike-outs, but the fact is he remains one of many serious angel investors who search daily for companies in which to invest.

Rose is an entrepreneur as well an angel investor, as you might suspect. He’s founder and CEO of Gust, an online platform connecting angel investors with companies seeking money. Gust serves both angel investors and start-up companies; it negotiates a deal and keeps track of all necessary documents and compliance matters. If you’re planning to raise money for your start-up business, or if you’re an angel investor looking for high quality companies, Gust is for you.

David S. Rose’s book, entitled Angel Investing: The Gust Guide to Making Money and Having Fun Investing in Startups, is most enlightening. The book is easy to read, and essential for anyone looking for angel investors, as well as anyone interested in serious angel investment. He really articulates the granular detail of what an angel investor is looking for in a start-up, and in the entrepreneur behind the start-up. Rose coaches entrepreneurs in how to approach angel investors, and he coaches angel investors in finding, evaluating and negotiating the terms of angel investments.

I picked up the book and couldn’t put it down. 250 pages later, I realized I had better revise my blog on finding angel investors for a start-up company in order to let everyone know there is a book on the subject that explains everything you need to know in order to find an angel investor or be an angel investor. My recommendation is to buy it and read it…now. It thoroughly explains the mind-set of serious angel investors, and it will give you a tremendous advantage in raising money for your start-up.

David S. Rose’s book, Angel Investing: The Gust Guide to Making Money and Having Fun Investing in Startups, is available at Amazon.

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