A Little History on The Hague and The Apostille de La Haye
Filed Under: INC Knowledge
Tags: Delaware, Limited Liability Company
Self proclaimed “The World Organization for Cross-border Cooperation in Civil and Commercial Matters” the Hague Conference on Private International Law has been a major influence on the international legal community since its inception in 1893. Its name comes from the city in the Netherlands where it is convened, La Haye or anglicized, The Hague. With nearly 70 member states (including Regional Economic Organizations), this global body works to unify differences in personal, family and commercial laws between legal systems in more than one country. Meeting in principle every four years, The Hague Convention became a permanent inter-governmental organization in 1955 and has adopted 38 international Conventions over the years, one of the most notable being the elimination of a process called legalization. More commonly known as an Apostille de la Hague, the Convention abolishing the requirement of legalization for foreign public documents was adopted by the Hague Convention on October 5, 1961.
The purpose of the Apostille de la Hague Convention is to aid the flow or distribution of public documents executed in one nation party to the Convention for use in another party nation. It replaces what is known as “legalization”, the often expensive and burdensome process of chain certification between nations. What this means for international incorporations and LLC businesses is that with the issuance of an Apostille (or also called Certificate of Apostille) your publicly filed formation documents are ready for legal use in member countries and have proven useful in parts of the world that do not require the process of legalizing foreign public documents in their domestic law. By facilitating the legalization process, an Apostille can make opening an international bank account or obtaining required licensing in member nations a much smoother and simpler process.
If you need a Certificate of Apostille for your Delaware company or if you’re wondering if you may need one for doing business in a particular part of the world follow the link below for the answer. You will find ordering information and a full list of the Hague member nations here, http://www.delawareinc.com/ourservices/apostille.cfm
TED Talk: The Post-Crisis Consumer
Filed Under: Videos of Interest
Tags: TED Talks, Videos of Interest
Here ‘s a little food for thought regarding the post-crisis consumer from John Gerzema, a branding and advertising expert. In this TED Talk he presents his thoughts on how crisis can equal opportunity. If you find the ideas in this video interesting be sure to check out his book, The Brand Bubble, a new book that advocates change as the best strategy for brand management in today’s market.
Book Review: Tax Savvy for Small Business
When starting a business one of the most intimidating factors is the taxation issues and the fear of having to deal with the IRS. Here at HBS we have read numerous tax related books to help provide a resource to refer our clients to when they have tax related questions. Most of the books do a mediocre job of explaining the many issues, but not a fantastic job. Finally, we came across Tax Savvy for Small Business. This is a book that we feel comfortable referring to answer many questions and address the concerns of our clients! The book does a great job at covering a wide array of topics.
Some of the topics covered are:
- Tax Basics
- Deductions
- General Book Keeping and Accounting
- C-Corporations taxation overview
- S-Corporations taxation overview
- LLC’s
- Retirement plans
- Buying & Selling a business
Many clients have told me that reading this book has helped them to get more out of meetings with their accountants, since they had a better understanding of the tax related matters. To purchase this book, click HERE.
Document Confusion
Filed Under: Delaware, INC Knowledge
Tags: Delaware, Documents
Unless you have incorporated a LLC or Corporation in Delaware before; there may be some confusion regarding recognizing just which documents are which. In fact, we experience many clients who call after filing; inquiring as to where the “articles” are or why their LLC has no Certificate of Incorporation?
We hope to minimize future confusion by offering some pointers and guidance pertaining to the documentation of your Delaware corporate entity.
First, we will start with the General Corporation. The document of filing is known as the Certificate of Incorporation and the articles are known as the Articles of Incorporation. The Certificate of Incorporation is the document that Delaware issues to prove a corporation’s filing has occurred. The Articles of Incorporation are defined as the basic charter of a corporation which indicates the name, basic purpose, people incorporating, amount and types of stock which may be issued, and any special characteristics such as being non-profit. Where the confusion typically begins is when the client fails to realize that these documents are one in the same. The Articles of Incorporation are contained in the Certificate of Incorporation and are numbered. Many people who incorporate look for two separate documents and feel they may be lacking one or the other. Harvard Business Services, Inc. will typically issue a standard Delaware Certificate of Incorporation with ten numbered Articles of Incorporation upon it. However, we can file custom articles as well – so long as we receive them prior to the filing.
The Limited Liability Company has a different formation document called the Certificate of Formation and the two or three numbered articles upon it are known as the Articles of Organization. The Certified copy of the Certificate of Formation serves as proof of the LLC filing. The Articles of Organization will express the name of the LLC, the address of its registered office or agent of process and any other matters which the members decide to include therein. Again, as applies to the Certificate of Incorporation – these are contained on the one Certificate of Formation – or one document. The Delaware certificate offered by HBS will show two number articles of organization.
Lastly, the Delaware Limited Partnership has different filing document known as the Certificate of Limited Partnership. This certificate offers proof of the filing of the Limited Partnership and its articles are known as the Articles of Limited Partnership. These articles express the name of the LP, the address of its registered office or agent and the names and addresses of the general partners. The Delaware LP certificate offered by HBS has three numbered articles; found on the one certificate.
I would also like to take this opportunity to present a clear understanding of the two Delaware validation documents which are known as a Good Standing Certificate and a Certified Copy of the Certificate of (Incorporation / Formation / Limited Partnership). These can be tricky because from exterior perception they are very close in format and appearance; however they differ in the language. They each have the printed word “Delaware” at the top of each document in bold print. Each also has the name of the current Delaware Secretary of State – Jeffrey W. Bullock – in the first sentence. They are different in the wording: “do hereby certify the attached is a true and correct copy” reveals that this document is a Certified Copy. The Good Standing Certificate states – “do hereby certify (company name) is duly formed under the laws of the state of Delaware and is in Good Standing”. The trick is to look for the words Good Standing and you will soon realize whether you are looking at that document or a Certified Copy.
Incorporation documents can be a bit confusing – but with all the skilled professionals on staff at HBS to help you; there is no need to struggle with questions or concerns. Help is just a call or email away!
