The majority of clients that form a Delaware LLC do not actually operate in Delaware. They simply form the business in Delaware in order to take advantage of the state’s strong corporate law structure. There are many advantages to forming a company in Delaware, even if you operate in another state, but we’ll specifically break down doing business in Maryland as a Delaware LLC.

Maryland, like many other states, has an application process and a state fee for Delaware companies that will be operating there. The process in which a Delaware LLC will register to do business in Maryland is called foreign qualification. Your business will be domestic to Delaware and foreign to Maryland, so foreign qualification is the way that Maryland will give you permission to operate there with a Delaware LLC.

In addition to the Maryland Foreign Limited Liability Company Registration form, Maryland will also require a certificate of good standing from Delaware. The agency that will accept this registration is the Maryland State Department of Assessments and Taxation.

A registered agent is required to be listed on the registration form. Maryland will send all legal documents and correspondence to your agent. If you have a physical address in Maryland, you are welcome to act as your own registered agent. It is not a requirement to publish your application unless specifically required by the county in which your registered agent resides.

Normal processing for the Maryland foreign qualification can take eight weeks, plus time for mailing, but most clients will expedite the processing for an additional fee. At your request, Harvard Business Services will prepare the registration form for you, obtain the certificate of good standing from Delaware, file everything with Maryland in a timely fashion, and pay the state fee. With this service, you will often have the approved documents in about 10 business days.

Once your LLC is registered as a foreign entity in Maryland, the state of Maryland will require an annual report. This report is due April 15 of each year along with a $300 fee, and it must be mailed in. The annual report is similar to a tax return and many clients will reach out to a tax professional for assistance.

For more information or for assistance with the Maryland foreign qualification process, please contact Harvard Business Services at 800-345-2677.

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Whether you’ve outgrown your office or just want to relocate, moving a company can be tough. Making a move means you’ll need to update your business address with the IRS, but did you know that you’ll also need to update your address if the person listed as your company’s responsible party on your EIN (employer identification number) moves? Here’s how to change your business address and when you need to do it.

If you incorporated your entity and have obtained your EIN for your company, you provided contact information for a “responsible party.” The responsible party could have been an authorized individual an attorney or accountant that represents you for this purpose.

If that person changed addresses since you obtained your EIN, you’ll need to update the address on file with the IRS. Luckily, the process isn’t complicated.

As of Jan. 1, 2014, the IRS released a new form called the Change of Address or Responsible Party — Business form 8822B that is to be utilized by businesses to update their current contact information for the responsible party on file with the IRS. This form must be filed to report the most current information for this responsible party within 60 days of the change.

The reason the IRS has now provided this new requirement is because they need to be able to update their records so that any tax refunds, or any other IRS communications can be sent to the appropriate party in a timely fashion. Most businesses will appoint an individual who is authorized or has control over the funds and assets in the entity.

The new regulations require you to report any of the following changes:

  • Business mailing address
  • Business location (if different from your mailing address)
  • Identity of the responsible party

Make sure that you include details like the suite, apartment, or room number.

You don’t want to miss the deadlines set out in these requirements.

You can use a P.O. box, but only if your post office does not deliver to your physical address.

A foreign address is also acceptable.

For an individual, you will need to list their full and correct name, social security number, or ITIN (individual taxpayer identification number).

Often, clients will have their attorney or accountant serve as the responsible party for their business. That is perfectly fine, but you want to make sure that you update all the required information and that you have an individual from the firm to represent you. You will need to include all the previous responsible party information and the new information as well.

Once the form has been completed, you’ll need to send it to the Department of the Treasury, at your nearest Internal Revenue Service Center.

Let us know if we can assist you with any questions or concerns regarding how to change your business address. We would be happy to help. Simply call us at 1-800-345-2677.

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Were too many shares authorized for your Delaware corporation at its inception?  Were too few authorized?  If so, you may want to know how to amend stock for your Delaware corporation.

Often after the corporation is formed, clients will come to the conclusion that they have authorized far too many shares of stock than is needed, or in other cases, not nearly enough.  Maybe things are not taking off as quickly as you would’ve hoped, or you’re just not ready to bring in investors, and you need to amend the certificate of incorporation, reducing the number of shares.  On the other hand, hopefully, the company has grown far better than expected—you’re ready to go public and you need to authorize more shares.  Whatever the reason may be, Harvard Business Services can help.

Harvard Business Services can assist with filing the stock amendment to update the authorized shares of stock for your Delaware corporation. HBS will prepare a certificate of amendment for signature, and send it to you via fax or email.  Once the certificate of amendment is signed, the document will need to be returned by fax or email to Harvard Business Services.  The certificate will then be filed with the state of Delaware later that day.  The state typically takes two to three business days to return the receipt of filing.  As soon as the approved amendment is available, we will forward a copy to you for your records.

Please note that your annual Delaware franchise tax payment may be affected by a stock amendment since the tax is determined by your authorized shares of stock.  A Delaware corporation with 5,000 authorized shares or less (aka a minimum stock company) will pay the minimum franchise tax of $225 per year.  Corporations with 10,001 shares or more will typically pay a minimum franchise tax of $400 per year, depending on gross assets and issued shares.

Please give us a call today (800-345-2677) if you have any questions about amending the stock for your Delaware corporation and how it will affect your Delaware franchise tax.

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The Lean Startup

Recently, I read “The Lean Startup” by Eric Reis. If you seek a process that will guide you as you build a sustainable business, read this book. Seriously.

Eric Reis co-founded IMVU, an online social entertainment Web site with over three million active users, and he is well known for his popular blog, StartupLessonsLearned.com. In the book, Reis questions two common approaches to building a start-up; the business plan method and the let’s just do it approach. He proposes a theory of entrepreneurship called the Lean Startup that applies Toyota’s lean manufacturing principles to entrepreneurship. Of the Lean Startup approach, he writes, “It is more concrete, more accurate, and faster than market forecasting or classical business planning. It is the principle antidote to the lethal problem of achieving failure: Successfully executing a plan that leads nowhere.”

Here is a summary of relevant insights from the book:

  • Startups exist to learn how to build a sustainable business.
  • If startups exist to learn, you have to measure learning—not dollars, awards or mentions. Reis calls this validated learning.
  • You can manage the process of building your startup by using a scientific method and by literally running experiments.
  • Sometimes you have to resist your desire to put out a high-quality mainstream product and put out “a minimum viable product.”
  • A minimum viable product teaches you what real customers want and saves you from executing a plan that leads nowhere.
  • Building a startup is an exercise in building an institution, so it requires that you embrace a philosophy of management, but not the “old school” kind.
  • If you produce small batches of any product or service, you can improve the speed at which you learn what works and what doesn’t.
  • The most difficult question an entrepreneur faces is to pivot the original strategy or persevere.

If you are interested in the following companies: Aardvark, Dropbox, Food on the Table, Grockit, IMVU, Intuit, Votizen, or Wealthfront, it is worth picking up a copy of the book and reading Reis’s narrative on each.

A serious manual by a seasoned entrepreneur, “The Lean Startup” takes on a worthy cause—”to improve the success rate of new innovative products worldwide.” Whether or not the lean approach is for you, “The Lean Startup” is guaranteed to challenge and inspire you with new ways of thinking about entrepreneurship.

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Lawyer Andre Bouchard was confirmed on April 9 to lead the Delaware Court of Chancery, replacing Leo Strine, who has gone on to become chief justice of Delaware’s Supreme Court.  Bouchard, 53, will serve a 12-year term.

The Delaware Court of Chancery consists of one chancellor and four vice chancellors, all nominated by the governor.  This non-jury trial court has adjudicated tens of thousands of highly complex and detailed cases concerning some of the largest and most influential corporations in the world.  It is recognized as the nation’s preeminent forum for determining disputes involving the internal affairs of Delaware corporations and other business entities. Its exposure to and competence in issues of business law are unmatched.

Bouchard, a Harvard Law School graduate, has nearly 30 years of experience practicing law in Delaware. After founding his own law firm, he went on to experience a long career before the Court of Chancery.  In a 2012 shareholder lawsuit, he represented Google Inc’s executive chairman in a case challenging the company’s plan to issue a new class of stock. In 1997, Bouchard represented Walt Disney Co. in one of the court’s most well-known cases when the shareholders’ lawsuit failed to hold the company’s board liable for an allegedly wasteful severance package paid to former Disney president Michael Ovitz.  This case was handled just a couple of miles from Harvard’s headquarters.

Recently, the state of Delaware hired Bouchard’s firm to handle a high-profile case involving the state’s plan to offer single-game sports betting.  Another issue handled by his firm involved allowing Chancery judges to hear private arbitration cases. As Governor Markell noted, “Andy Bouchard has demonstrated a remarkable ability to dissect complex legal issues and vigorously represent his clients. He is well recognized for his professionalism and ability to think quickly on his feet in the courtroom.”

“I am really so energized and so excited for every aspect of this job, not just the corporate franchise and the key importance it has for this state which I have total respect for and take as a very serious responsibility and undertaking, but for everything it does for ordinary citizens of the state,” Bouchard said after his confirmation. “It’s an absolute privilege for me to be able to do it and to be in a position where I can give back to my state after many years of being in private practice.”

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Almost daily, we hear the question, “Do I need a Delaware address to incorporate in Delaware?”  No! This is one of the most common misconceptions about forming a Delaware corporation or LLC.  You do not need to live in Delaware, nor do you need to have a Delaware address to form a Delaware company.  In fact, many of our clients may never even visit the state of Delaware.

The state of Delaware simply requires that all Delaware corporations and LLCs maintain a registered agent that physically resides  in Delaware. The registered agent provides the address you need, as part of their service.

What is your registered agent responsible for? Here’s an excerpt from one of our blog articles explaining it:

“A registered agent is the liaison between your company and the state of Delaware’s Division of Corporations. We are responsible for receiving and forwarding government notices and legal documents to our clients in a timely fashion. Some examples of documents received and forwarded are franchise tax reports, late notices, and void notices from the secretary of state, and service of process for legal actions or proceedings against your company.”

As your Delaware registered agent, we are required by law to have on file the name and address of the company’s contact person for correspondence purposes.  This contact person and business address is for our records only and is not made public. The address can be anywhere in the world.

Harvard Business Services, Inc. offers a registered agent service at the best price in the industry—just $50 per year—guaranteed to remain fixed at $50 per year for the life of the company so long as you keep your company in good standing with on-time payments. You can pay for multiple years in advance and save even more. Pre-pay and get two years of registered agent service for $90, or three years for $125.

Call Harvard Business Services today to speak to one of our helpful customer service representatives for further details on our registered agent and Delaware company formation services, or appoint us as your registered agent with our online order form.  We’re ready to assist!

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It’s a new month and a new quarter! We had so much success last quarter with the launch of our new green package that we’re extending the special $30 discount we offered for the package in March into the month of April.

This discount is available from 12:01 a.m. EST starting on April 1 through 11:59 p.m. EST on April 30. Simply enter the discount code “GREEN” when filling out our easy-to-use online order form and you’ll receive $30 off!

If you’re not familiar with our green package, it’s the most economical and environmentally-friendly way to form a Delaware company—everything is paperless.

Clients who order the package will receive the following:

  • A certificate of incorporation/formation
  • Preparation of articles
  • All Delaware filing fees included
  • Same-day electronic filing
  • First year registered agent fee included
  • A digital corporate seal
  • Free lifetime customer support

For more details, please visit our green package page.

So, if you’re ready to form your Delaware LLC or corporation, use our online order form, call 800-345-2677, or email us. Now is the time to become your own boss!

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We receive many questions on a daily basis from our clients and we’re always happy to assist. We regularly hear questions such as, “What is the Delaware state file number?” “What is my Delaware file number used for?” “Is it my tax ID number?” and “How do I locate my file number?” The answers are below.

What is the Delaware state file number?

The Delaware state file number is the number the state of Delaware issues to each new company at the time of formation. It is formatted with seven numbers. For example, 1234567. Each new Delaware company will be one digit higher than the company before it. It is the number that you can use to identify your company when dealing with the Delaware secretary of state.

What is my Delaware state file number used for?

Your Delaware state file number is used to identify your company in the Delaware Division of Corporations database. You see, companies can change their name, they can change their directors, they can change the number of shares and par value, they can change their registered agent and address … but they can’t change their state file number.

Is it my tax ID number?

No, the Delaware state file number is not your tax ID number, often called an EIN. The tax ID number is a federal government—not a state government—identifying number. The EIN is a nine-digit number formatted with a dash after the first two numbers. These first two numbers indicate the location where the company will do business and pay their federal tax. Think of the federal tax ID number as the social security number (SSN) for the business. It is used to open U.S. bank accounts, hire U.S. employees, and operate lawful business activities in the U.S. Harvard Business Services can obtain your tax ID for you at the time of filing your Delaware LLC or corporation via our easy-to-use online order form.

How do I locate my Delaware file number?

The Delaware file number can be located in several different places. You can find it on the cover letter we send with your approved company documents and on your receipt. The state will stamp it in the margin of your filed certificate of formation or certificate of incorporation.

(See an example of a certificate of formation below):

Sample of a Delaware certificate of formation

A sample certificate of formation

If you have misplaced your certificate of formation/incorporation and don’t have your Delaware state file number, please call 1-800-345-2677 opt. 1, or reach out to us via email or live chat, and one of our specialists will be happy to email it to you at no charge.

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Delaware LLCs can operate in any U.S. state and all over the world. In fact, the great majority of all Delaware LLCs operate outside of the state of Delaware. The advantages to forming a Delaware LLC go on and on, but the legal world solidly agrees that Delaware is the one place you want to form your LLC, regardless of where you intend to do business. Many of our clients are interested in doing business in Texas with a Delaware LLC. Here’s how it works.

Your Delaware LLC will be “domestic” to Delaware and “foreign” to Texas. The process in which Texas gives you the authority to operate there with a foreign LLC is called foreign qualification. Clients often underestimate the importance of this step. Each state has its own unique fees, requirements, and guidelines in order to “foreign qualify,” and it is often a necessary step in order to ensure that you qualify for the numerous benefits of Delaware while operating your business in Texas.

At your request, Harvard Business Services will prepare your application, submit it to Texas, and pay the state fee for an LLC. The turnaround time to process your application for foreign qualification in Texas is often about two business days. Texas, unlike many other states, will not need a certificate of good standing from Delaware. The signature on the application will not need to be original, which helps to speed up the process as well. An authorized person for the LLC will need to sign.

If the entity is a series LLC, different forms will need to be filed. Harvard Business Services will make sure to prepare and file the correct forms. There is no publication requirement unless specifically required by the county in which your registered agent resides in Texas. Some clients will elect to act as their own registered agent if they have a physical address in Texas. If so, any correspondence from the Texas Secretary of State will go directly to them. It will be their responsibility to keep up with annual filings and requirements.

Your registered agent will receive notice of the Texas reporting requirements. You are required to submit an information report when filing your annual franchise tax. This report can be complicated. Often clients will need the help of their accountant in order to calculate the tax and submit this report. Your Texas franchise tax report will be due on May 15, of the year after you register in Texas. There is a $50 late fee if this report is not filed on time, and Texas will charge a 5 percent penalty on the tax that is due. After the tax is 30 days late, they charge an additional 5 percent.

In addition to the Texas franchise tax, Delaware LLCs will also pay the Delaware franchise tax, which is due June 1 of every year, as well as a Delaware registered agent fee.

For additional questions, or for assistance in registering your Delaware LLC to operate in Texas, call 1-800-345-2677 x6130 or email devin@delawareinc.com.

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Relying on the comments of friends, I recently tried a new local restaurant and loved it!  When deciding on a resort for a recent trip, I went online, checked out the hotel’s Web site, and read comments from travelers who had stayed there.  Nowadays, most people do just that. Surveys have found that when customers check out a business or order a product, they are very interested in what others have to say.  With this in mind, the BBB launched Better Business Bureau Customer Reviews!

The new feature allows customers to post reviews—positive and negative—of businesses they have dealt with.  The BBB keeps it aboveboard by verifying that a transaction really did take place between the customer and business. So far, a great majority of the comments received about BBB Accredited Businesses have been positive.  If a review is negative, the customer is asked to file a complaint and seek resolution, rather than just shout out dissatisfaction without attempting resolution.  The BBB does reserve the right to edit posts for appropriate content, leaving out such things as swearing and name calling.  Companies will still get the traditional letter grade, with the addition of remarks from customers.

The best part is that the BBB’s Business Rates and Reviews are free to the public.  You begin simply by going to BBB.org and typing in your zip code.  Following their simple steps, a specific company such as your own can be researched or a search can be started for a company of interest.

Harvard Business Services, founded in 1981, takes great pride in our stellar reputation for the creation of Delaware LLCs, Delaware corporations, and our guaranteed $50 a year Delaware registered agent service.  Accredited by the Better Business Bureau since 1998, we have maintained an excellent status.

More than 60 percent of our business comes from referrals from current clients, and we believe that is because of our consistently excellent customer service.  Every year our number of repeat clients and referrals for the creation of a Delaware entity or registered agent service continues to grow.  For more than 30 years, our goal has been to provide the fastest service, most customer-friendly specialists, and lowest registered agent fee in the industry.

The BBB assigns letter grades from A+ to F based on several factors, including the number of complaints filed against a company, and how those complaints have been responded to and resolved. HBS will always listen to clients and do everything we can to answer all questions/concerns in a timely professional manner.  Because of this, HBS welcomes the new review feature the BBB has initiated!  Another factor considered in the rating is the length of time a business has been operating.  A company like HBS has an excellent track record since it has satisfied customers for more than three decades.

Truth in advertising is important to an excellent BBB rating, and HBS lives up to the high standards advertised, as evidenced by our large number of referrals.  It pays to do business with a highly respected A+ company

Feel free to view our stellar BBB report and comment on our services!

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If you’re a Delaware LLC doing business in California, your company  is considered domestic to the state of Delaware and foreign to California.  To take advantage of the strong corporate law structure, Delaware is by far the most popular domestic choice. If your business will have a physical presence by operating, hiring employees, banking, or even holding an asset in California, clients will often qualify the business to operate there through a process known as “foreign qualification.” The foreign qualification process enables a company to transact business in California. If you’re a Delaware LLC doing business in another state (including California), failure to adhere to local compliance regulations may put the protection of your company at risk.

What will California require in order to register your Delaware LLC as a foreign entity?

California will require a limited liability company application for registration form, your approved certificate of incorporation from Delaware, as well as a certificate of good standing from Delaware. The certificate of good standing can be no more than six months old.

California will also require you to have a registered agent in California. A registered agent is your liaison with the state, and provides a physical address within the state for the purpose of receiving any legal documents or service of process from the state. Some clients will elect to be their own registered agent while others will enlist the support of their Delaware registered agent. Often the Delaware agent will also provide the service in California. The California registered agent will not need to sign the filing.

California will require a person with the authority to sign under the laws of the state of organization of the LLC to sign the application. Keep in mind that they will require this person’s name and address. All information provided to California will be made public, however there is no publication requirement unless specifically required by the county in which your registered agent resides.

Once registered in California, your company will have reporting requirements. The initial report is due within 90 days of your filing, and the biennial reports are due on the last day of the month in which you filed. The cost of this filing is $20 initially and is the same for the biennial report. Please keep in mind that California has a late fee of $250 if this requirement is not met on time. California also has a well-known minimum franchise tax of $800/year.

One way that California will vary from other states is that a foreign LLC may not render professional services in the state of California. California will often advise you to contact your licensing authority before filing with the secretary of state if your business is required to be licensed, registered, or certified.

For more information, assistance with the California foreign qualification process or Delaware certificate of good standing, please contact Harvard Business Services at 800-345-2677 x6130. I will be happy to help you. If you prefer to email, I can be reached at devin@delawareinc.com.

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For the past 11 years, the U.S. Chamber of Commerce has ranked the 50 states’ legal systems and corporate law structure as a whole.  The Delaware legal climate is unique in that it has ranked No. 1 for the 11th year in a row.

The survey, generated by the United States Chamber Institute for Legal Reform, polled judges, attorneys, professors, and others for opinions on which state offers the best structure. Many states that are supposedly “corporate friendly,” such as Nevada, are buried deep in the list and continue to decline year after year, while Delaware flourishes.

The report also pointed out cities or regions with the least favorable business environments.  Chicago/Cook County, Ill., Los Angeles, San Francisco, the state of California in general, and Philadelphia, were voted as having the worst jurisdictions.

After reading this report, it’s not surprising that a good portion of our business comes from California, considering their law structure is one of the absolute worst! Residents of Delaware are grateful for the strong corporate law structure their state has created because it benefits each and every resident. Over 25 percent of Delaware’s income can be attributed to the Division of Corporations.

This strong corporate law structure protects individuals behind the company-the shareholders, the directors and the officers-which is why people from all around the world come to Delaware to incorporate. The state of Delaware will continue to keep its legal infrastructure on the cutting edge through consistent judgments, andby keeping a reasonable and fair legal environment for Delaware corporate entities.  Review the full report here!

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