Posted by Brett Melson
4 Things to Know about Corporate Bylaws [Free Template] Tuesday, May 12, 2020

Corporate bylaws provide the granular detail into how the corporation will operate and what its governance mechanics will be. They also describe the relationship among its Board of Directors, its officers and its shareholders.... Continue Reading

Posted In: Entrepreneurs & Start-Ups

Adding and Removing Directors on a Board Monday, April 27, 2020

In short, and as discussed here, Delaware’s General Corporation Law provides that shareholders are ultimately responsible for appointment and removal of Directors, with the mechanics and processes relating to the vote, removal, and replacement ordinarily set forth in the corporation’s by-laws.... Continue Reading

Posted In: About Corporations

Does the IRS Make Company and Tax ID Information Public? Monday, March 23, 2020

The IRS releases very little information to the public and takes privacy and confidentiality of personal and business tax-related info very seriously. Only a Responsible Party, an officer of a corporation, partner in a partnership, or general partner of a limited partnership can call the IRS and retrieve an EIN.... Continue Reading

Posted In: Entrepreneurs & Start-Ups

EIN vs ITIN: What's the Difference and Who Needs Them? Tuesday, February 11, 2020

There are many numbers that are used to identify ourselves and our corporations or LLCs, such as a Social Security number, driver's license number, passport number, DUNS number and EIN (Employer Identification Number). Many business owners and employees wonder about the differences between the Federal Employer Tax ID number (EIN) and the individual taxpayer identification number (ITIN).... Continue Reading

Posted In: Compliance

Mistakes to Avoid When Adding a Registered Series Monday, February 10, 2020

Clients attempting to file on their own have been met with confusion and frustration as their filings are rejected. Here are two of the reasons why they’ve been having trouble.... Continue Reading

Posted In: About LLCs

How a Family Business Can Set Up Its LLC Operating Agreement Tuesday, January 28, 2020

A Delaware LLC can be very flexible when it comes to preserving ownership in the family business you've worked so hard to create. In fact, an LLC has the potential to preserve ownership for future decades.... Continue Reading

Posted In: About LLCs

How to Remove an Officer in a Delaware Corporation Monday, January 20, 2020

The steps to remove an officer are fairly straightforward. First, you want to review your Certificate of Incorporation and by-laws. Any process that addresses removing officers is likely included in the by-laws. Second, you will also need to review the officer’s employment agreement, the terms of any equity incentive grants (e.g., options, warrants, etc.), and any other agreements with or relating to the officer’s employment or duties to determine whether any notice, timing, cash-out, or acceleration provisions, among others, may affect the process.... Continue Reading

Posted In: About Corporations

Owning Stock and Being a Shareholder in a Corporation Monday, December 16, 2019

A shareholder is an individual or entity that holds shares representing an equity ownership interest in a corporation, often termed either common or preferred stock. A shareholder can also be referred to interchangeably as a stockholder.... Continue Reading

Posted In: About Corporations

6 Questions to Ask Before Joining a Board of Directors Tuesday, November 12, 2019

Serving on a corporate Board of Directors is not easy and there are questions a person who is asked to serve as a Director should consider before committing to the position.... Continue Reading

Posted In: Business Strategies

Registered Series LLC Vs. Protected Series LLC Monday, October 21, 2019

Effective August 1, 2019, the Delaware Legislature amended the statute’s series LLC provisions. The amendments create a new type of “Registered Series,” but also allow series LLCs to continue as before, now called the Protected Series.... Continue Reading

Posted In: About LLCs

Change of Ownership For an LLC Is Easy in Delaware Tuesday, October 8, 2019

Change of ownership for an LLC can be complicated and requires costly amendments in most U.S. states. However, not in the state of Delaware. Unlike other states, Delaware requires very little information to be made public in order to form an LLC.... Continue Reading

Posted In: About LLCs

Best States for Business, Ranked by Lawyers Monday, September 30, 2019

The 2019 Lawsuit Climate Survey “Ranking the States: A Survey of the Fairness and Reasonableness of State Liability Systems” from the U.S. Chamber Institute for Legal Reform is out. No surprise here, but the state of Delaware was voted number one again!... Continue Reading

Posted In: The Delaware Advantage

What Is the Role of Officers in a Delaware Corporation? Tuesday, September 17, 2019

Delaware law mandates that an officer of the corporation must be an individual and cannot be another entity; however, Delaware does not have restrictions in place about who can serve as an officer in a corporation.... Continue Reading

Posted In: About Corporations

The New Divisive Merger Provisions under Delaware Law Monday, August 12, 2019

Under new provisions, limited liability companies and limited partnerships can develop a plan to divide the business and its assets and liabilities among two or more newly-created entities, with each business continuing independently.... Continue Reading

Posted In: The Delaware Advantage

Delaware Adds Over 200,000 New Companies in 2018 Monday, August 5, 2019

The 2018 Annual report from the Delaware Division of Corporations Secretary of State’s off has been released and the report reiterates why accountants, attorneys and business professionals from all around the world use Delaware as the state to incorporate.... Continue Reading

Posted In: The Delaware Advantage