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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.

The 3 Key SEC Rules on Crowdfunding You Need to Know
By Brett Melson Sunday, May 22, 2016

The 3 Key SEC Rules on Crowdfunding You Need to Know


The Securities and Exchange Commission (SEC) finally adopted exciting new rules that permit companies to raise money through crowdfunding.  As a result, companies will be able to raise up to $1 million in any 12-month period from a broad base of ordinary investors through the internet.


Persons contributing money will receive either an interest in the company (an equity stake) or a repayment of principal invested plus interest (through a debt instrument). Unsurprisingly, the jurisdiction of choice for most crowdfunding campaigns to incorporate is Delaware, because the Delaware corporate law structure is the best in the world.


Previously, raising money through crowdfunding involved one party providing money to an individual or company in exchange for some tangible goods. For example, a band raising money for a new album would accept contributions from fans in exchange for future free copies of the new album or band-related goods like T-shirts, concert tickets or key chains.


These crowdfunding offerings—tokens of gratitude, in a way—were conducted through popular internet sites such as Kickstarter and Indiegogo. Now, however, crowdfunding investors can obtain a piece of the actual company or make a loan to the company instead of an investment. Soon there will be other new and innovative crowdfunding campaign platforms to capitalize on the new rules enacted by the SEC.


However, the new SEC rules impose a number of requirements upon companies seeking to raise money through crowdfunding:


  • Companies will need to engage in crowdfunding through qualified internet "funding portals."  Many of these portals are preparing to begin operating now that the SEC's final rules have been passed. These portals will assist companies in meeting their requirements under the crowdfunding rules.


  • Companies will need to provide certain information to the SEC, the funding portal assisting in the offering and to the investors, including (but not limited to) the following types of disclosure:


  • a statement of the target offering amount, the deadline to meet the target amount and whether the company will accept amounts in excess of the target amount


  • a discussion of the company's financial condition


  • financial statements (which, depending on the amount raised as well as other factors, may need to be reviewed by an auditor)


  • a description of the company's business and intended use of the proceeds


  • Information about the Directors, officers and key owners of the company


  • Companies will also need to provide an annual statement to the SEC and investors containing all requested information. There are also limitations on the aggregate amount that individual investors can invest in crowdfunding offerings.


With the arrival of the new Securities and Exchange Commission rules, the crowdfunding community now has clear definition on how to progress and how to further the potential of crowdfunding campaigns.


Please feel free to contact us with any questions or concerns about starting a Delaware entity for your crowdfunding campaign. We will be glad to assist you.


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Filing Delaware LLC Franchise Tax [INFOGRAPHIC]
By Veselin Ganev, Meri Weiss Tuesday, May 17, 2016

All Delaware LLCs and LPs must pay their annual Franchise Tax Fee on or before June 1. The state of Delaware currently issues its official LLC/LP Franchise Tax notices as a white, paper report. As your Delaware Registered Agent, Harvard Business Services, Inc., which represents over 39,000 Delaware LLCs and LPs, receives, sorts and mails all those paper notices to our clients.

By now you should have received the official notice; please note, however, it is possible you will receive your Franchise Tax notice after you have already paid online or over the telephone. If you’re unsure, please feel free to contact our Franchise Tax Department. The infographic below contains FAQs to further assist you. 

Filing Delaware LLC Franchise Tax



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Why Convert Your Tax Status from S-Corp to C-Corp
By Jeremy Reed Monday, May 16, 2016

Why Convert Your Tax Status from S-Corp to C-Corp


The most common change in taxation status is from a C corporation (usually a General Corporation) to an S corporation in order to allow for pass-through taxation of income or loss. This is typically done to avoid double taxation of corporate income.

why convert your status from s corp to c corp

However, business owners do sometimes want to convert their tax status from an S corporation to a C corporation, sually because their companies no longer meet the requirements outlined by the IRS to be considered an S corporation.


The following requirements must be met in order to retain S corporation tax status:


  • Must file IRS Form 2553 in a timely manner
  • Approval of all shareholders of the corporation
  • Limited to no more than 100 shareholders
  • Shareholders cannot be non-resident aliens
  • Shareholders cannot be other S corporations
  • Cannot have more than one class of stock


If any of these requirements are not met, you must convert the tax status of the corporation. For example, you would need to change your corporation’s tax status if you want to increase your company’s number of shareholders with the goal of receiving additional funding or if you’d like to bring on foreign investors.


Another reason to change the tax status is if your corporation would like to accumulate income without the shareholders being taxed on their portion of the retained income. If your company is a C corporation, the shareholders are only taxed on the dividends they receive.


If the corporation violates any of the S corporation requirements the IRS can automatically terminate a company’s S tax status.



How to Convert Your Tax Status from S-Corp to C-Corp


The IRS does not offer a standard form for changing your company’s tax status from S corporation to C corporation. Instead, it simply requires a written statement be filed with the appropriate IRS service center, along with a consent signed by a majority of your corporation’s shareholders (more than 50%).


The written statement can specify a date as long as it is not prior to the filing of the actual tax status reversal. If no specific date is listed, the filing becomes effective during the current tax year as long as the revocation is filed by the fifteenth (15) day of the third month of the current tax year. If it is filed after that date, it becomes effective as of the first day of the following tax year.


Before making any changes to your corporation’s tax status, it is best to consult a tax professional, as tax professionals are experts in this area and thus best suited to advise on tax status matters.  



“When is the Best Time to Switch from an S Corp to a C Corp?”

“Can I Change My Business From an S Corporation to a C Corporation?”

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What Is a Banking Resolution Document?
By Devin Scott Tuesday, May 10, 2016

what is a banking resolution document



What is a banking resolution document?


At the first meeting of the members (for an LLC) or the Board of Directors (for a corporation) establishing a company, a resolution about banking details is often included.


Although a company may agree on several different types of resolutions during the meeting, the banking resolution is often the most commonly extracted resolution from the general minutes of the meeting.


The banking resolution can be agreed upon at any meeting after the first meeting, or altered, as directed, by the members or the Board of Directors.


The banking resolution document is drafted and adopted by a company’s members or Board of Directors to define the relationship, responsibilities and privileges that the members or directors maintain with respect to the company’s banking needs.


To authenticate it as a stand-alone document, it is signed by the corporate secretary and stamped with the corporation's corporate seal.


banking resoution document

This document will often specify who may sign checks, borrow money or make banking decisions. It also typically states the date and location of the meeting in which the resolution was adopted.


The members, or the Board, and the corporate secretary sign off on any changes made to this document going forward.


This document is typically not required to be filed with your Registered Agent or your state of formation. It is provided to the bank and then held internally within the company.


When opening a business bank account, the bank may often require a banking resolution. If you need a banking resolution template, you can download and print a free LLC banking resolution template or corporation banking resolution template now.


If you have banking resolutions on file with the bank for a bank account or loan, be sure to update the bank on any changes within the company. The bank sometimes requires a new and original resolution when the Board or officers change or when renewing a loan.


Although most people have their banking resolutions prepared before going to the bank, some banks require you to fill out their standard form. Each bank will be different in this respect. If you apply for a loan, the bank will keep the banking resolutions on file along with the Certificate of Incorporation/Formation, and the bylaws/Operating Agreement.


For any additional questions, please contact Devin at Harvard Business Services, Inc. at 1-800-345-2677.


Blog image courtesy of Sebastien Wiertz




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An Easier Way to Pay Delaware LLC/LP Franchise Taxes
By Amy Fountain Monday, May 9, 2016

pay delaware llc franchise taxAs the leading Delaware Registered Agents Harvard Business Services, Inc. assists in a variety of document preparation and filing services.


We go above and beyond what our competitors provide and also offer a unique Delaware Franchise Tax filing service.


Each year, thousands of people utilize our services in order to process their annual state of Delaware Franchise Tax reports.


Even if we are NOT your registered Agent you can still use our system to pay your Delaware Franchise Tax.


We are excited to announce that in an effort to improve our clients’ user experience, it is now possible to submit annual Franchise Tax payments for multiple LLCs and Limited Partnerships in a single transaction.


Since many entrepreneurs own more than one LLC (or LP), we listened to our clients’ feedback—you can now take care of your annual Franchise Tax obligations in one streamlined, user-friendly process.


Our new multiple LLC/LP payment page is here. The procedure is both straightforward and uncomplicated, which means less hassle.


You will first need to enter some basic contact details, in case we need to reach you with any questions. Keep in mind that the email address entered on this page will be where your confirmation and receipt will be sent.


In order to fill out the payment form, you will need to know your Delaware state file number as well as the name of your first LLC/LP. Once you have entered your first LLC/LP entity, click the +Add Company button.


You will be prompted to enter the Delaware state file number and company name of each LLC/LP for which you would like to pay Franchise Tax.


After all your business entities have been entered, click the Continue to Next Page button. The next page will provide a breakdown of each of your LLCs/LPs, including the payment due for each.  If the information is correct, move forward to the next page. However, if you need to make any changes, you can use the appropriate Edit/Delete options.


The subsequent page is a review summary—here you’ll have one more opportunity to ensure the accuracy of the information you submitted. On the next page, you’ll provide payment arrangements for the total amount due, and then place your order, after which you will receive an email receipt for filing your Delaware Franchise Tax with us.


If everything is in order, we will proceed with filing your Franchise Tax with the state of Delaware. You will receive an additional, separate email confirmation once the filings have been approved by the state.


Keep in mind that this new website section is only for making Franchise Tax payment arrangements for multiple Delaware LLCs/LPs at one time. If you need to make filing and payment arrangements for a Delaware corporation, you should visit our standard payment page. 


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