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The HBS Blog offers insight on Delaware corporations and LLCs as well as information about entrepreneurship, start-ups and general business topics.

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

how to operate a delaware llc in hawaii

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. 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.

 

Photo Credit: Freeimages.com/jennyw

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Change Your Company Name: Certificate of Amendment
By Brett Melson Monday, July 27, 2015

Change Your Company Name

 

Change Your Company Name: Certificate of Amendment

 

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, people 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.

 

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, you can simply call us. We can 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 our free corporation search.

 

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. We 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 and inform everyone on the list of your new company name. Be sure to include:

 

  • government agencies your company works with
  • clients
  • vendors
  • banks 
  • the post office
  • UPS 
  • Federal Express
  • DHL 
  • any other businesses 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, your 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.

 

 

Photo Credit: By Eviatar Bach (Own work) [Public domain], via Wikimedia Commons

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

before you incorporate

 

 

 

 

 

 

 

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 can 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.

stackofpapers

 

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.  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. 6904 with your debit or credit card details.

 

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

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Happy Employees Make Better Employees
By Meri Weiss Monday, July 13, 2015

“Start with good people, lay out the rules, communicate with your employees, motivate them and reward them. If you do all those things effectively, you can’t miss.” – Lee Iacocca

anyperk

The longevity of the reward system has proven its worthiness, and it is human nature to not only respond to incentives but also to welcome praise. In kindergarten, a simple gold star on a handwriting exercise filled us with pride and joy; in college, an A on a term paper motivated us for weeks. Out in the real world, a salary raise or a year-end bonus erase all our complaints about our boss. No matter how old we are, positive reinforcement works, and tech start-up AnyPerk is helping employers reward their employees with more than just traditional compensation. Taro Fukuyama and Sunny Tsang, the co-founders of AnyPerk, believe the key to a successful company is a relaxed, cheerful work force that feels recognized for its teamwork.

AnyPerk, which was founded in 2013 (Fukuyama and Tsang created the concept in a Taco Bell parking lot), is having a very good year. It is not only one of the 100 Brilliant Companies featured in the June issue of Entrepreneur Magazine, it also received a Series A investment of 8.5 million dollars in February, and is currently, as Fukayama states, “enabling happiness” for over 1,000 U.S. companies. “Most of the time when people are feeling disengaged, it’s because they feel their manager or the company doesn’t appreciate them,” he explains in Entrepreneur Magazine. “Big companies like the Googles and IBMs of the world can negotiate deals and discounts directly with vendors. We provide a valuable service—and economy of scale—for everyone else.” It’s a very simple concept, not to mention an inexpensive one: AnyPerk costs between $7.50 and $10.00 for each employee, per month; the larger your company, the less you pay per employee. When you register your company, you gain access to a treasure trove of perks. Your Human Resources associate can pick and choose which perks to pass along to employees; some of the categories are: Fitness, Home & Local Services, Travel, Restaurants, Clothing, Kids, Electronics, Sports & Outdoors, Automotive and Home & Pets. All the transactions occur online: the employee is gifted the perk options online; he/she chooses a perk online; and then he/she redeems the perk online. It’s a seamless and paperless system.

Your membership includes an analytical tool, so HR can determine if your employees are enjoying the discounted movie tickets, special rates for Broadway shows, discounted Oakley sunglasses or special rates on trips to Las Vegas, and you can then cater their rewards based on what’s most popular. There will soon be a feature that allows employees to swap rewards of equivalent value.

If you’re an employer who believes in a company culture that rewards hard-working, goal-reaching employees, AnyPerk seems like a valuable tool for your company. There isn’t much debate among CEO’s that a happy workplace becomes a productive workplace; productivity leads to increased sales, and increased sales lead to a higher profit margin for you. If you remember how great it felt to receive that gold-starred kindergarten homework, just imagine how terrific it must feel to be given a discounted gym membership or special rates on cell phone service for quality work.

AnyPerk offers CEO’s an easy way to utilize the concept of positive reinforcement, and in a business world where competition is high for dedicated, skilled employees, positive reinforcement for employees could be the key to your company’s future.

Read the full article: “This Startup is Giving Businesses a Better Way to Offer Employee Perks.”

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