The HBS Blog offers insight on Delaware corporations and LLCs as well as information about entrepreneurship, start-ups and general business topics.
When forming a new company in Delaware, whether a corporation or a Delaware LLC, one of your considerations should be the type of access your Registered Agent has to the state of Delaware Corporation Information System, otherwise known as "DCIS."
The DCIS interface is an old-school, UNIX-based database that contains the filing history and real-time status of all Delaware corporations, LLCs, LPs and LLPs.
There are dozens of Delaware Registered Agents to choose from, but only a handful have direct access to this unique system. Harvard Business Services, Inc. is one of them. What does this mean for you? At Harvard Business Services, Inc., we can file your new company and provide the approved Certificate of Formation/Certificate of Incorporation via email the same day. We can also obtain and deliver Certificates of Good Standing, certified copies of amendments, annual reports, cancellations and dissolutions in as little as two hours, rather than days or weeks like Registered Agents who are not connected to the Delaware Corporation Information System.
In addition, Harvard Business Services, Inc. can look up your existing company's current status, including your Franchise Tax balance, accurate to the minute. This is critical when it's May 31 and you're not sure if you've paid the Franchise Tax for your LLC. We can help you avoid an unnecessary $200 late penalty. If Harvard Business Services, Inc. is your Registered Agent, you can call us to check your balance and, if necessary, pay your Delaware Franchise Tax in a matter of minutes. Harvard Business Services, Inc. is simply the best Registered Agent in the business--we excel at helping clients stay compliant with the state of Delaware. On top of all this, we are the only company that guarantees a fixed rate for Registered Agent Service for the life of your company.
You can quickly and easily appoint us as your Registered Agent via our easy-to-use order form. If you already have a Registered Agent and want to switch to Harvard Business Services, our change of Registered Agent form makes it easy (and our first year of Registered Agent service is included when you make the switch). You can reach out to one of our helpful customer service representatives by phone at 800-645-2677, email, live chat or Skype (DelawareInc) to see how to make Harvard Business Services, Inc. your Registered Agent today.
Are you developing or inventing a product or service and require a patent or trademark? We here at Harvard Business Services are asked about them quite often. In this blog, we will help you learn the difference between a patent and a trademark. We'll also address when you need to apply for a patent or trademark, when the renewal fees are due, and how to apply for each. Unfortunately, Harvard Business Services is NOT able to assist with the application.
First, we will help you by defining the difference between a patent and a trademark.
A patent, as defined by the United States Patent and Trademark Office website, is: “a property right granted by the Government of the United States of America to an inventor “to exclude others from making, using, offering for sale, or selling the invention throughout the United States or importing the invention into the United States” for a limited time in exchange for public disclosure of the invention when the patent is granted.”
A trademark, as defined by the United States Patent and Trademark Office website, is: “a brand name. A trademark or service mark includes any word, name, symbol, device, or any combination, used or intended to be used to identify and distinguish the goods/services of one seller or provider from those of others, and to indicate the source of the goods/services.”
Now that you understand what a patent is and what a trademark is, next you should know when you need to apply for a patent or trademark and when the renewal fees are due.
An inventor must file a patent application with the United States Patent and Trademark Office within one year of the first day on which the invention was described in a printed publication, in public use, or on sale to preserve the rights to have a United States patent. The maintenance fees for a patent must be paid 3 ½ years, 7 ½ years, and 11 ½ years after the patent is granted.
There is no timeframe for when you should obtain a trademark, but you must file a renewal to maintain it. The first filing is between the fifth and sixth years following registration. The second filing is between the ninth and 10th years and then every 10 years thereafter.
For more detailed information on how to obtain the application forms and to apply for a patent or trademark, please visit the United States Patent and Trademark Office website.
Image Attribution: Wikipedia
As we all know in the business world, as much as we (and you) want your new business to succeed, not all new ventures will work out. Approximately four out of 10 new businesses will wind things down within the first few years. Whatever the situation may be, it may be time to cut your losses and close your LLC or corporation.
A number of clients will plan to close their company based on the Delaware franchise tax. The Delaware franchise tax is due on or before March 1 of each year for Delaware corporations and on or before June 1 of each year for Delaware LLCs. When you pay the franchise tax, you’re actually paying for the previous year—the franchise tax paid in 2014 was for the 2013 year, 2013 for 2012, and so on. Delaware franchise taxes are not pro-rated, so your entity will owe the franchise tax fees for the whole year, even if your company is active for just one day in 2015. By filing your cancellation or dissolution by Dec. 31, 2014, you’ll avoid having to pay next year's franchise tax.
After payment is received, Harvard Business Services will prepare a Certificate of Cancellation (for an LLC) or Certificate of Dissolution (for a corporation) for signature, and forward it to you via fax or email. To expedite the process, Delaware does allow for a conformed signature, which allows you to simply type "/s/ your name" in the signature line. Once executed,you just need to return the Certificate of Cancellation/Dissolution document by fax or email to Harvard Business Services. Upon receipt, we will file the certificate with the state of Delaware. The state typically takes three to five business days to return the receipt of filing. As soon as the approved cancellation/dissolution document is available, we will forward it to you for your records.
Give us a call today at 1-800-345-2677 to start the cancellation or dissolution process for your Delaware LLC or corporation. We’re here to help!
Photo Attribution: Pete Jelliffe
Delaware LLC Franchise Tax is due June 1st. Every LLC must pay the $300 Delaware franchise Tax or they incur a $200 penalty plus interest charges. Pay your Delaware Franchise Tax through Delawareinc.com.
When partnering with a company or an individual, it is often important to know exactly what your roles, duties, and liabilities may be. There are two common types of partnerships that often get confused: general partnership and limited partnership.
A general partnership is the most common type of partnership. It refers to a relationship in which all partners contribute to the day-to-day management of the business. Each partner will have the authority to make business decisions and even legally bind the company in contracts.
The liabilities, contributions, and responsibilities of the partners are often equal unless stated otherwise. Typically, a partnership agreement will describe which partners have certain authorities and responsibilities.
A limited partnership is a relationship where the limited partner may not be involved in the day-to-day management of the business. This partner may have just contributed funds to the business, and often the funds that they contribute are the extent of their liability. Limited partnerships will still have at least one general partner to man the day-to-day operations of the business.
The general partner may also be personally liable for the debts of the company, while the limited partner is not. A general partner’s liability is not limited to their investment. Their personal assets can come into play when it comes to paying off the company’s debts.
A common purpose of a limited partnership is for real estate. There may be several limited partners for the purpose of raising additional funds to purchase the real estate, as long as there is at least one general partner. The benefit of being a limited partner is so your liability is limited, while the downside is that a limited partner will not have the decision-making powers that a general partner would.
There have been cases where a limited partner has given up his limited liability status by being too involved in the organizations management. Often clients will work with an attorney to ensure their limited liability is protected as a limited partner. For clients who wish for all members to have limited liability protection, the popular choice is the LLC.
Harvard Business Services, Inc. is not a law firm and any information contained in this blog shall not be construed as legal advice. For more information on your formation options, call Harvard Business Services at 1-800-345-2677.