The HBS Blog on Delawareinc.com provides Delaware incorporation information and general business news you need to know now.
You, like me, are probably finding it hard to believe we are halfway through 2015. Just because time is flying, however, doesn’t mean it is too late to start your own company. Why now? Because Harvard Business Services, Inc. is offering a huge discount on all domestic and international LLC and corporation formation packages for the month of July.
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All of our formation packages feature all-inclusive pricing and include the following:
To view and compare all of our formation packages, please visit Our Services page.
So celebrate the month of July—and the birthday of the United States of America—in style, and become your own boss today. Are you ready to get started? Go to our easy-to-use online order form and Harvard Business Services, Inc. will take care of all the details for you.
When forming an LLC, Delaware is often the most popular state people choose for incorporation. This is due to Delaware’s strong corporate law structure, which is considered by many to be Number One. What this means to the business owner is that Delaware is renowned for creating the biggest barrier between a business and the members behind the business. People from all over the world contact Harvard Business Services, Inc. to form Delaware companies, despite the fact they will not be operating their businesses in Delaware. When forming a Delaware LLC, your business is domestic to Delaware and foreign to every other state. When operating a Delaware LLC in Georgia, you register your company as a foreign entity.
What is a Foreign Qualification?
When operating a Delaware LLC in Georgia, people generally register a company as a foreign entity in Georgia. This process is called Foreign Qualification, and it is the manner in which Georgia grants the Delaware LLC permission to operate in Georgia. This process is often completed before any business is transacted, any bank accounts are opened, or any office space is obtained. Without Foreign Qualification, your Delaware LLC may not be in compliance to operate in Georgia, and thus may be subject to penalties. Georgia, like most states, has an application process and a state fee; however, it does not require a Certificate of Good Standing.
As a Delaware Registered Agent, Harvard Business Services, Inc. helps clients foreign qualify in their home states every day. Harvard Business Services, Inc. prepares the application, sends it to the managing member for signature and then files the signed application with the Georgia Secretary of State. The turnaround time is usually about 10 days. The document you receive in return from the state of Georgia is called a Certificate of Authority. Harvard Business Services, Inc. can also act as your Georgia Registered Agent for $99 per year, thus saving you the trouble and expense of maintaining two different Registered Agents, one for Georgia and one for Delaware.
The questions Harvard Business Services, Inc. will ask you in order to assist in registering your Delaware company in Georgia are:
Once your Delaware LLC is registered as a foreign entity in Georgia, you will be responsible for filing an annual report. This annual report is due before April 1 and can be filed any time after January 1.
Please keep in mind that a Delaware LLC registered to do business in Georgia is still responsible for maintaining a Delaware Registered Agent and paying the Delaware Franchise Tax in order to remain in good standing.
For more information, or for assistance with registering your Delaware LLC as a foreign entity in Georgia, please call 1-800-345-2677, Ext. 6130 or email firstname.lastname@example.org.
The Certificate of Formation is the document you receive from the state of Delaware once your LLC is filed and approved by the Delaware Secretary of State, Division of Corporations.
The Delaware LLC Certificate of Formation is akin to a birth certificate for your newly-created Delaware LLC. Your approved and original Certificate of Formation, which will be emailed to you, is a black and white document (the state of Delaware transitioned to black and white copies years ago in order to speed up business) with a time- and date-stamp in the corner that indicates it has been approved by the Delaware Secretary of State.
This Certificate of Formation is the only document you are required to file in order to create a Delaware LLC. The Delaware LLC Certificate of Formation remains on file with the Delaware Secretary of State, and is required to contain only three items: the name of the Delaware LLC, the address of the Delaware LLC's registered office and the name and address of the Delaware Registered Agent. The ownership, operation and management of the LLC are set forth in the company's LLC Operating Agreement, which is not required to be filed with the state and can therefore be changed without the company ever having to pay a fee to file an amendment.
You can, if you so desire, elect to add additional information to your Certificate of Formation. This is a personal choice with advantages and disadvantages. Some people want the LLC's members' names listed on the Certificate, or the titles of the LLC's members, or perhaps the physical business address. These people typically feel more secure in knowing their name has been filed with the state as a member of the LLC, in case a dispute over ownership should arise at any point. One of the disadvantages of listing extra information on the Certificate is that in order to make any changes, an amendment must be filed with the state. Not surprisingly, the state charges a hefty fee to file an amendment; the thought of this superfluous fee is unappealing to many clients, which is why most people choose not to list any additional information on their Certificate of Formation.
If you are preparing your own Delaware LLC Certificate of Formation, your name will be listed on the Certificate as the Delaware LLC's authorized person; this is is why many people opt to have Harvard Business Services, Inc. act as their Delaware Registered Agent. Harvard can prepare the Delaware LLC Certificate of Formation for you, which allows you to take full advantage of the privacy offered by the Delaware LLC Act.
There are very few requirements to maintain a company’s good standing with the state of Delaware. In addition to paying the annual $50 Delaware Registered Agent Fee and paying the annual Delaware Franchise Tax to the Delaware Division of Corporations, clients need to ensure that Harvard Business Services, Inc. has accurate contact information for their company. A Registered Agent is the liaison between your company and the state in which it is incorporated. In Delaware, your Registered Agent is your intermediary with the state of Delaware's Division of Corporations.
Delaware Registered Agents are responsible for receiving and forwarding legal documents and correspondence from the Delaware Division of Corporations to clients in a timely fashion. Some examples of documents received and forwarded are Franchise Tax reports, late notices, void notices from the Secretary of State and service of process for legal actions against your company.
As the Registered Agent, Harvard Business Services, Inc. is required to have a valid communications contact. The State of Delaware mandates the communication contact be a living person who is a manager, officer, director, shareholder, member, employee or designated agent who is authorized to receive notices from the company’s Delaware Registered Agent.
The communications contact must provide valid contact information with a street address; however, for annual billing purposes, Harvard Business Services, Inc. can utilize a P.O. Box. The communications contact does not need to be a United States resident nor have an address in the United States. Failure to keep the information up-to-date and valid can force the Registered Agent to take drastic action, such as resigning as the company’s Registered Agent in Delaware. This will leave the company without a Registered Agent, which places the company in a forfeited (i.e., inactive) status
It’s easy to keep your company’s contact details current with Harvard Business Services, Inc. We offer a couple of ways for you to update the communications contact information:
By keeping your communications contact information up-to-date, your company will stay aware of any impending fees due or requirements needed to maintain your Delaware entity in good standing.
Why do so many businesses incorporate in Delaware? Companies incorporate in Delaware because of Delaware's corporate-friendly environment, which offers numerous benefits in terms of convenience, tax liability and legal protection for businesses.