The HBS Blog offers insight on Delaware corporations and LLCs as well as information about entrepreneurship, start-ups and general business topics.
It’s a new year, and we hope 2014 is going wellfor you and your business. At Harvard Business Services, Inc., we know that the internet keeps improving our business so long as we keep up with the times and invest in improvements. That’s why I’m really pleased to announce that our new web site is now live!
When we began the project of developing a new web site, our primary goals were to improve our customers’ experience. At the same time, we wanted to stick with what works and to keep the visual experience familiar for our current clients. We listened to our clients’ needs and made it faster to process their annual Franchise Tax and Registered Agent fees.
We also made it easier for first-time users of the site to find answers to their questions and form their companies. To do this, we separated LLC information from corporation information so you can now more easily find the exact information you seek about each type of company.
In addition, we have created a number of new pages on specific topics and added links to our blog articles that go more in-depth about certain subjects.
Also new: A low-cost service for just $279. We call this the Green Service because we use no paper at all to process your company with this service; we merge your information onto all the electronic documents you need and scan them in to the state of Delaware. They approve them electronically, scan them back to us and we then email them to you. The only paper used is when you print them out on your end! Due to this process, the Green Service is not only our least expensive service, it's also our fastest service!
Another new feature: a customized digital seal. For the seal, we produce an image file customized for your company that we email to you. Once you place the file on your desktop, you can paste it onto any document. If you need a replacement, it’s free.
At Harvard Business Services, Inc., we’ve been ahead of everyone else in the incorporation business when it comes to instructional videos. Since videos have become a great new way to educate people, we have added easy access to our topical videos, which answer questions about all aspects of forming and maintaining Delaware companies. We also added a few videos to entertain you and introduce you to our HBS staff of friendly people so when you call, you’ll already know them. This is just another way we can offer the friendliest personal service in the industry.
We think this improved site will set a new standard in the company formation business. However, the bus doesn’t stop there, as we will continue to add more information on an array of corporate topics for your convenience. What does this mean to you? It means faster, better service delivered at a lower price.
We hope you enjoy our new web site! If you have any comments or suggestions, we would love to hear them. Simply call, live chat, email or Skype us and give us your feedback.
In business, things can change very quickly. Your company name may no longer be appropriate or applicable; members of your LLC may change; or the percentage of ownership in the Delaware LLC may need to be updated.
Dealing with these sometimes-sudden changes often requires costly amendments filed with the Division of Corporations if the LLC was created in a state other than Delaware. Yet these are common changes that business professional often need to address, and Harvard Business Services, Inc. can help you with them.
A qjuick review: the only required document to be filed in Delaware to create an LLC is the Certificate of Formation. Unlike some other states, Delaware requires very little information to be made public in order to form an LLC.
The Certificate of Formation, filed with the Delaware Secretary of State, is only required to contain the name of the Delaware LLC, the address of the Delaware LLC’s registered office and the name and address of the Delaware LLC’s Registered Agent in Delaware.
The fundamental terms of a Delaware LLC, such as ownership, operation and management, are set forth in its LLC agreement. A number of other states require this information to be listed on the Certificate of Formation; thus, making a simple change, such as updating an address of a member or adding or removing a member, often requires an amendment that could cost a couple of hundred dollars.
This doesn't happen with a Delaware LLC. One of the many advantages of a Delaware LLC is that changes can easily be made by amending the LLC’s operating agreement. We offer templates to help add a member, change the percentage of ownership or note the resignation of a member.
Not all changes to the LLC are as easy as amending the internal Operating Agreement. Since there is very little information listed on the Certificate of Formation, there are only two filings that can potentially cost a client money.
Many people tend to think that changing a company name will be extremely costly and time-consuming. In fact, your company name can be officially changed both quickly and easily. One of our most routine filings is the “name change amendment” or “name amendment.”
Simply contact us with the desired company name and we will check for availability and explain the procedure in detail.
The second change is something that can save the LLC thousands of dollars throughout the life of the company. Delaware requires the LLC to maintain a Registered Agent in Delaware at all times. The price of Registered Agent service in Delaware varies drastically, from an average price of $169 up to over $300 per year.
Our Registered Agent service is $50 per year, with a guarantee that this price remains fixed at $50 per year for the life of your company as long as your company remains in good standing. We offer a service to change the Registered Agent and provide one full year of Registerd Agent service, all for only $50.
Feel free to call us at (1-800-345-CORP) or email, live chat or Skype us (DelawareInc) with any questions surrounding the changes in your Delaware LLC. We are glad to go over your options and assist with the change.
Your business is considered domestic to the state where it's formed, and foreign in all other states.
Incorporating in Delaware is by far the most popular domestic choice, so your company can take advantage of the strong corporate law structure as well as Delaware's Court of Chancery.
If your business will have a physical presence by operating, hiring employees, banking or even holding an asset in a state other than its state of incorporation, you can qualify your business to operate in that state. This is called Foreign Qualification.
The Foreign Qualification process enables a company to transact business in a jurisdiction other than where it was formed. Failing to comply with local compliance requirements may put your company at risk.
Florida requires a completed cover letter, Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida form, Certificate of Designation of Registered Agent form and your approved documents from Delaware,. It also requires a Certificate of Good Standing from Delaware; the Certificate of Good Standing can be no more than 90 days old.
Florida will require you to have a Registered Agent. A Registered Agent provides a physical address within the state for the purpose of receiving any legal documents or service of processes from the state.
Some clients elect to be their own Registered Agent while others enlist the support of their Delaware Registered Agent. Often the Delaware Registered Agent also provides the service in Florida. Whether you use a Delaware Registered Agent or serve as your own Registered Agent, a Florida Registered Agent will need to sign the filing.
Florida also requires a member, or an authorized representative for the member, to sign the application. Keep in mind Florida will ask for this person’s name and address. All information provided to Florida will be public; however, there is no publication requirement when you foreign qualify in Florida.
Once registered in Florida, you can apply for local licenses such as resale permits, business licenses, et al. You can also open a Florida bank account. You will have to file an annual report (at the current cost of $138.75) to remain in good standing in Florida. Florida’s annual report is due by May 1 of each year.
If you have any questions, please feel free to contact us at 1-800-345-2677, Ext. 6130.
Not sure about your Delaware franchise tax due date? Every corporation that is incorporated in the state of Delaware is required to file an annual report and pay a franchise tax fee by March 1 of each year.
This applies to every Delaware corporation regardless of the number of shares authorized or issued. Minimum stock, maximum stock, and non-stock entities all must file the tax form and pay the tax by March 1 or face a $125 penalty.
Non-profit companies (now called “exempt companies”) do not pay a franchise tax fee, but they must file an annual report and pay the annual report filing fee.
Limited Liability Companies (LLCs) and Limited Partnerships (LPs) must also pay an annual franchise tax, which is due by June 1 of every year.
We can make this easy for you by assisting with the filing of the franchise tax annual report for your entity for a small service fee. If you have not paid and filed your Delaware franchise tax report yet, you should take care of this today!
It's easy--just visit our site. We have a special section for making franchise tax filing arrangements. You can follow that link or type in this address:
Want more information? Please visit our Delaware franchise tax 101 page. Ready to pay your tax? To get started with the online franchise tax filing, you simply need your company name and Delaware state file number.
We can figure out the lowest tax you should pay and file the tax form with Delaware regardless of who your Registered Agent is.
If you don’t know your company’s Delaware File Number, simply live chat, call (1-800-345-CORP), or email us, and we’ll take care of everything for you.
To ensure that all franchise tax filings are properly filed with the state of Delaware by the deadline, we must impose a cut-off date: Friday, Feb. 28. This will allow our office to accurately process all annual reports in our possession before the deadline.
Our office schedule on Friday, Feb. 28 as follows:
After 8 pm EST on Friday, Feb. 28, HBS will no longer be able to take any franchise tax payments in any form. You will need to contact the state of Delaware directly to make payment and filing arrangements. Their contact details are as follows:
Phone: 1-800-345-2677 or 1-302-645-7400, Extension 6904
Like many entrepreneurs, I can’t relax and just let the world go by. I have to be proactive and form important New Year’s resolutions.
If I’m on a beach, I’m thinking about how much sand costs. If I’m at a concert, I’m calculating the ticket sales. If I encounter something that really strikes me as new and cool and unique, I’m thinking about how to promote it and make it into a business. So what, you ask, do I do on New Year’s Eve?
I’ve been known to be a pretty entertaining party guy, but I can’t remember the last time I went out on NYE. First, the odds of getting into some sort of mess rise dramatically on NYE.
But don’t think I bring in the New Year with a dull THUD! No way! On the contrary! It’s one of the most creative and exciting nights of my year!
First, during the day of the 31st I prepare. I pull financial statements and check registers from my personal and business accounts. I re-read my company’s web site, and take screen shots of pages I want to change. I check my brokerage account to remind myself which stocks I own. If I’ve got some big winners, I’ll sell a loser or two, liberating some money from the system. Finally, on my way home from the office, I stop by my local purveyor of spirits and purchase something special. It may be a craft beer from Dogfish Head or a bottle of expensive wine from Napa, but it’s something special, not my usual before-dinner cocktail.
As the evening begins, my wife prepares a great meal. I eat sparingly, but have dessert for a change. Then I go to my office, which everybody now calls a man cave, and the fun begins!
First, I bring up my financial statements from 12/31 of last year and review the numbers. (It’s on an Excel file, of course) Then, I fill in the final current year’s numbers and account for changes in assets and liabilities. I compare the difference in the two years and then I fill in a third set of numbers. It’s what I want to achieve by next 12/31.
That brings me to strategy time. I review (mentally, like Einstein did with Quantum theory) a variety of possibilities to make next year better. I ask myself which expenses are really a waste of money that I can cut back on and what sources of income I can enhance with some investment and effort. Then I make a list of all the good ideas, and the crazy ones, for evaluation later.
Soon after passing the halfway mark on the special bottle of booze I’m working on, I pull out the screen shots of my company’s web site and make notes on the pages where I feel we could improve the client’s experience of forming a new company or maintaining an existing company. Lots of changes have happened due to these annual examinations of my web site.
Finally, I make a list of each of my employees and make notes next to each person to remind me of their positive characteristics and aspirations for their future. I jot down ways I can influence positive change in their lives. Then I scan it onto my desktop so I can access it immediately when I need it later.
Finally, usually after 11:00 p.m., I turn the TV on the see the ball drop. I don’t know why. It’s no big thrill. I just do it like everybody else. Usually, I’m asleep soon into the New Year, if not before, with a lot of exciting things to begin doing, starting first thing in the morning.
On New Year’s Day, I just love getting up, brewing up a latte, and getting back to work!