Routine Filings that Clients Sometimes Neglect
While conducting business with their Delaware company, business owners sometimes experience unexpected changes that force them to alter the direction of their company. Perhaps they need to change the name of a Delaware company, or maybe they need to amend the stock structure of their Delaware Corporation. Sometimes, they may need to formally dissolve their Delaware Corporation or cancel their Delaware LLC unexpectedly due to unforeseen circumstances outside of their control.
While these changes sometimes come out of nowhere, and the initial Delaware business filings can easily be made to accommodate these specific changes, business owners are often unaware of additional filings that may be required when they make changes to their Delaware company.
Name Changes Require Multiple Filings
For example, consider a Delaware LLC named IT Program Developers LLC that needs to file a Name Amendment in Delaware. This LLC is also foreign qualified to do business in California as a Delaware company. While filing a Name Amendment in Delaware is straightforward and routine, the business owner will also need to file a name change in California since the company is qualified to do business in that state. If a company is foreign qualified in multiple states, it's important to check name change requirements for each jurisdiction. Many business owners mistakenly believe that changing the company name in Delaware automatically updates the name in every state where they're qualified to do business.
Additionally, business owners often assume that if the company name changes in Delaware, the name will automatically update with the IRS if the company has already obtained an EIN or Federal Tax ID Number. The company name must be updated with the IRS separately, either directly or with the help of a tax professional, as that aspect falls outside our scope of services. Click here for helpful information regarding this matter.
Dissolution Requires Withdrawal from Other States
When a Delaware Corporation like ABC Properties Inc. must be formally dissolved, the process involves filing the Certificate of Dissolution, paying any remaining Delaware Franchise Tax, and submitting annual reports. However, business owners sometimes overlook additional required filings. For instance, if this corporation is foreign qualified in Florida, they must also formally withdraw the Florida Foreign Qualification so the company is no longer deemed active in that jurisdiction.
Entity Conversions Create Additional Requirements
When converting an entity type in Delaware from an LLC to a Corporation, specific filings may be required in any secondary jurisdiction where the company is foreign qualified to reflect this change. Similarly, when converting a non-Delaware company into a Delaware company from another state, filing a Delaware Certificate of Conversion and new Certificate of Formation/Incorporation is routine. However, business owners should also work with the original state of incorporation to determine if any additional steps are needed.
Additional filings may be required in other jurisdictions as they pertain to your Delaware company. At Harvard Business Services, Inc., we can look into specific requests to determine if we can assist. If you plan on forming a new Delaware company and obtaining an EIN, have questions about the formation process, or need help with Delaware business filings, contact us at 1-302-645-7400 or 1-800-345-2677 ext. 6900 or via email at info@delawareinc.com.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.