Corporate compliance is the steps a corporation takes to make sure its corporate veil cannot be pierced. In order to maintain compliance, a company must stay current on all its annual maintenance requirements. Learn more about corporate maintenance requirements here.
When starting a new business, people often incorporate their company as a Delaware LLC or corporation. The state of Delaware has been a popular choice for incorporating because it is the state known for having the strongest corporate law structure in the country.
In other words, Delaware’s legal environment has repeatedly proven itself as the most advantageous to LLC and corporation owners. One of the reasons for this is the concept known as “the corporate veil.”
When your business is incorporated in Delaware, it is domestic to Delaware and foreign to every other state. You can operate your Delaware company in any other state once you have obtained the required permission from that state; this process is called Foreign Qualification.
The Foreign Qualification process is an important step; if you do not complete this step, your business may be not in compliance with that particular state.
Each state is different in regard to its procedures for registering as a foreign entity, so be sure you know exactly what a state requires before you file for Foreign Qualification for your Delaware company.
Utah, like most states, has an application process, a state fee and also requires additional documentation from Delaware. For Utah, the Foreign Qualification process is the same regardless of whether you will be registering a Delaware LLC or a Delaware corporation.
The document you receive in return from the Foreign Qualification process is called a Certificate of Authority. This is Utah’s way of giving your Delaware company the authority to operate in Utah.
In addition to Utah’s application, the state also requires a Certificate of Good Standing from Delaware. The Certificate of Good Standing does not have to be an original copy; however, it does need to be current within 90 days.
Utah also requires a Registered Agent with a physical address in Utah to be listed on the application. We offer this service in Utah for $99 per year.
Once you sign the application, we will file it with Utah’s Division of Corporations and Commercial Code, along with your company’s Certificate of Good Standing, on your behalf. Utah typically approves the documents in just a few business days.
Once your Delaware company is registered in Utah as a foreign entity, you will be responsible for Utah’s annual reporting requirements. The Utah annual report is due by the anniversary date of your Utah registration.
Utah generally mails a reminder of this reporting requirement to the Registered Agent on record. Please keep in mind that when registering your Delaware company as a foreign entity in Utah, you are still responsible for the Delaware annual fees as well. The reminders for the Delaware fees are sent to the Delaware Registered Agent.
If you have additional questions about registering your Delaware company as a foreign entity in Utah, or you are ready to get started, please call 1-800-345-2677, Ext. 6130.
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).
The Federal Tax ID Number, known as an EIN, is an identification number used by the IRS to administer tax laws. The Federal Tax ID Number is used to identify an entity to the IRS, banks and other businesses.
Think of this number as the social security number for a business. This number is typically needed to operate your business in the United States, do banking in the United States, hire employees and file taxes with the IRS.
The individual taxpayer identification number (ITIN) is a tax number only available to certain non-U.S. residents and resident aliens and their spouses and dependents who are not able to obtain a social security number (SSN). ITINs always start with a "9" and are typically formatted like a Social Security number: 9xx-xx-xxxx.
The ITIN is needed by many non-U.S. residents who form a Delaware corporation or LLC. If there is a tax filing requirement with the IRS, an ITIN is needed.
For example, if a company has U.S. source income and profits or losses that flow through to the member or shareholder, owners typically need to obtain an ITIN in order to complete a tax filing with the IRS.
ITINs are issued regardless of immigration status because both resident and non-resident aliens may have a U.S. filing or reporting requirement under the Internal Revenue Code.
We are able to form a new Delaware entity and obtain a Tax ID number for both U.S. and non-U.S. clients quickly and easily.
We are unfortunately unable to obtain an ITIN for you. However, we are happy to refer you to Seaford Management LLC, which is a Certifying Acceptance Agent with the IRS. They can file your application to obtain in ITIN number.
If you have any quesitons about obtaining an ITIN, or if you would like to get an ITIN, you can email Seaford Management LLC or call them at (302) 990-9003. They offer services in both English and Spanish.
We work with ambitious entrepreneurs from all over the world to help form their Delaware companies for different kinds of business ventures.
When operating a Delaware LLC or corporation internationally, you may find that at some point you will be required to provide your incorporation documents affixed with an Apostille.
The Apostille de la Hague was put in place by the Hague Convention on October 5, 1961; it replaces the need for the legalization of foreign documents. In a nutshell, the Apostille is a means for documents to be recognized in all the countries that are currently a member of the Hague Convention.
We can obtain an Apostille document for any of your Delaware company’s documents on file with the Delaware Secretary of State, such as a Certificate of Good Standing, annual report or a variety of formation documents.
Our Apostille Service is fast and efficient, and we send you both a digital version via email and a hard copy via mail (expedited courier service is available in lieu of mail for an additional fee).
Delaware LLCs have been known to operate in all 50 states using a process called Foreign Qualification.
An LLC that is formed in Delaware is domestic to Delaware and foreign to every other state.
The Foreign Qualification process is the way in which another state gives a business owner the permission to operate in that state using the Delaware LLC.
If a business has a physical presence in another state other than its state of incorporation —via operating, banking, hiring employees or even holding an asset—the company owner must often foreign qualify the business in order for it to operate in that state.
Each state is different in its requirements to register a Delaware LLC as a foreign entity in the state.
Wisconsin, like many other states, has an application process and a state fee. Wisconsin, unlike many states, does not require a Certificate of Good Standing for a Delaware LLC to register there as a foreign entity.
Wisconsin will, like most states, require a Registered Agent in the state of Wisconsin in order to receive any correspondence directly from the state. It will be the Registered Agent’s job to forward any correspondence from the state of Wisconsin to the company contact person, including the annual reporting requirements.
Your Delaware Registered Agent will still be responsible for forwarding any correspondence from the Secretary of State of Delaware.
Once registered as a foreign entity in Wisconsin with your Delaware LLC, you will be responsible for Wisconsin’s annual report fees. Do not confuse these with the Delaware Franchise Taxes.
A Delaware LLC registered as a foreign entity in Wisconsin will be required to pay the Delaware Franchise Tax of $300 as well as the Wisconsin annual report fee of $80.
The Delaware Franchise Tax is due before June 1, and the Wisconsin annual report will be due before March 31 of each year. The Wisconsin annual report must be filed by a manager or a member of the Delaware LLC.
To initiate this process of foreign qualifying your Delaware LLC in Wisconsin, you can call us and we will be happy to assist you. We can take your information over the phone, prepare the documents and email them to you for signature.
We will then file the documents with Wisconsin. The turnaround time is typically about seven business days. If you require a Registered Agent in Wisconsin, we can assist with this as well.
For more information on registering your Delaware LLC in Wisconsin, or to get started, please call 1-800-345-2677 x6130 or email me.
The state of Delaware is known for providing the best protection to members of a Delaware LLC and directors of a Delaware corporation. Business owners from all over the world form Delaware LLCs and corporations for this reason.
When a Delaware company is formed, the business is domestic to Delaware and foreign to every other state. If you are operating in the state of West Virginia with a Delaware corporation or LLC, your business is foreign to West Virginia.
The process by which West Virginia gives your Delaware company permission to operate there is called Foreign Qualification. Each state’s requirements when it comes to Foreign Qualification are different.
If you do not file for Foreign Qualification in West Virginia, your business will not be operating in compliance, which means you may be putting your company at risk.
To register as a foreign business entity in West Virginia, you will need to pay the West Virginia Secretary of State a fee as well as complete the West Virginia application for Certificate of Authority.
West Virginia also requires you to provide a Delaware Certificate of Good Standing. A Certificate of Good Standing is a document that Delaware uses to verify that you have maintained a Registered Agent in Delaware and are up to date with annual Delaware Franchise Tax.
Here at Harvard Business Services, Inc. we have a Foreign Qualification department to assist business owners with this necessary process. We will prepare the documents, obtain the Good Standing Certificate from Delaware, and email the documents to the client for signature.
A member or manager is required to sign the application for an LLC, and a director is required to sign the form for a corporation. We will file the application directly with the West Virginia Secretary of State.
On the application, West Virginia will ask for your company’s Registered Agent in West Virginia.
The Registered Agent’s job is to receive any legal documents or service of process for your company and forward it to your company’s contact person.
We can take care of Registered Agent service in West Virginia for your company.
The typical turnaround time for Foreign Qualification approval is often five business days. You will then be sent your company’s Certificate of Authority.
If you have a questions about operating a Delaware LLC or corporation in West Virginia, please feel free to contact us at 1-800-345-2677, Ext. 6130.