The HBS Blog offers insight on Delaware corporations and LLCs as well as information about entrepreneurship, start-ups and general business topics.
The Delaware LLC laws allow for the creation of a very interesting and unique entity, the series LLC.
In a Delaware series LLC, each series is treated as a separate entity, meaning the debts, liabilities, obligations and expenses of one series cannot be enforced against another series of the LLC, or against the LLC as a whole.
Each series can hold its own assets, have its own members, conduct its own business and pursue different business objectives, yet they remain shielded from claims of members, creditors or litigants pursuing the assets of or asserting claims against another series.
In addition, a series LLC is treated as only one entity for Franchise Tax and Registered Agent Fee purposes, meaning the LLC is assessed one $300 annual Franchise Tax Fee and one Registered Agent Fee, rather than the separate taxes and fees that would otherwise be applied, individually, to separate LLCs.
While in theory the structure of a series LLC sounds perfect, in reality it is too good to be true. Due to all the uncertainty amongs series LLCs, many Harvard Business Services, Inc. clients have encountered frustrating complications and challenges when trying to utilize a series LLC.
As the series LLC structure gains traction and becomes more popular, more and more buisness owners with traditional LLCs have been inquiring about transforming their existing LLC into a series LLC.
This can be achieved by amending the original Certification of Formation filed with the Delaware Division of Corporations to include an additional article; this article will allow the LLC to establish multiple, designated series of members, managers or membership interests.
The best solution, at the moment, may be what some of our clients have been doing in order to avoid the current uncertainity of the series LLC; they are opting to form their new LLC as a series LLC and simply not utilize the individual series until the above issues are clarified.
This way, the series LLC structure is established and ready to be used in the future, and it will not be necessary for them to amend their Certificate of Formations in order to allow for the series LLC structure.
Since the fees to file a Delaware series LLC are the same as a traditional LLC, we would be happy to help you create a series LLC—which can function as a traditional LLC for the time being—for you.
You can do so online www.delawareinc.com/order/ or, if you have any questions regarding the Delaware series LLC, please feel free to call me at 800-345-2677, Ext 6131 or email me at email@example.com.
Photo credit: Horla Varlan
We all know the internet has brought millions of people together, worldwide, in a variety of ways—we can share images, sign petitions, search for jobs, post 140-character thoughts, ogle others’ vacation photos, find romance for a night or forever and encourage empathy for any social cause. According to Global Workplace Analytics, 21.2% of the total workforce in the United States was self-employed, working from home, in 2012. Yet with all this online connecting, we have also become a fractured, disconnected society, one in which people feel connected via screens and keyboards but often are not actually creating any solid, lasting bonds. Their contributions—whether they are photos, videos, memes, GIFs or nasty, pointless thoughts in a Comments section—are fleeting, and their online interactions can be trite. A San Francisco start-up called Assembly aims to change that. Assembly, according to an article in the June issue of Entrepreneur Magazine, “is a clearinghouse for designers, developers, marketers, project managers and other creative professionals in search of project partners. When a team creates a product using Assembly, the site handles revenue distribution and enables transparency in terms of expenses, progress of development and income.” Essentially, Assembly is both the producer—of products and projects—and the bookkeeper. It brings people together, oversees the development of the project, and then pays the participants a share of the profits (how much depends on how early or late you jump in, how long you stay attached to your task and how often you interact with your collaborators).
The result is meaningful interaction—professionals pitching in, sharing ideas and contributing their expertise, from the earliest brainstorming stage to the later bug-fixing or branding stages. Things are being made—mostly apps, but not just dating or photo-sharing sites. There’s Aecore, a project management for construction app in early development; there’s Autora, a collective creative writing app that brings strangers together to write poems or stories, which can then be shared once you collectively decide they are finished; there’s Hoop Maps, a pick-up basketball app that allows people to find local pick-up games; and there’s Gig Radio, an app for people who want to listen to music by local bands so they can then go out and hear those bands in person. All of these are worthwhile start-ups that may not have gotten past the development stage (or even into the development stage) if not for Assembly bringing together the creative minds, and supervising the finances of the new products. Shared ownership is an important aspect of Assembly’s value system, as is success, which Assembly believes can be equitable.
In a world of budding entrepreneurs and the increasing utilization of Open Source materials, Assembly seems like an important part of the equation for anyone who wants to leave an indelible fingerprint on our society.
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.
Starting July 1, 2015 at 12:00 AM EST through July 31, 2015 at 11:59 PM EST, Harvard Business Services, Inc. is offering $40 off all formation packages. To apply your discount, simply enter the word “summer” when completing our easy-to-use online order form.
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.
Photo credit: Pedro Melo
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.
Photo Credit: Shark96z
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 with a time-stamp 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 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 us act as their Delaware Registered Agent.
We 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.