Según la ley, cada empresa de Delaware debe mantener un Agente Autorizado en Delaware.

Agentes Autorizados no están regulados por el Estado de Delaware. Los requisitos legales para ser un Agente Autorizado en Delaware son para mantener una dirección de calle y la oficina ubicada en Delaware y estará abierta durante el horario normal con el propósito de aceptar las notificaciones judiciales de acuerdo con 8 DEL.C. § 132.

Harvard Business Services, Inc. ha sido uno de los agentes registrados principales de Delaware durante 29 años. Además de proporcionar servicios para formaciones de compañías en los 50 estados para clientes nacionales e internacionales, también ofrecemos una variedad amplia de servicios para empresas como el reenvío de correo, la obtención de un número de EIN y recuperación de copias certificadas de los documentos cuando usted los necesita. Si desea cambiar el nombre de su empresa o declarar más acciones, podemos ayudarle con el papeleo y el registro de los documentos necesarios. También le ayudaremos con los impuestos de franquicia.

En Harvard empleamos 25 personas y contamos con especialistas en las formaciones, las enmiendas, los impuestos de franquicia y todos los ámbitos de la creación de empresas y el mantenimiento. Como cliente valioso de Harvard Business Services, Inc. usted tiene los servicios de apoyo de por vida a su alcance, ya sea llamando o enviando un correo electrónico con sus preguntas. Actualmente representamos a más de 29.000 empresas.

Para una lista completa de los servicios ofrecidos por Harvard Business Services, Inc. siga este link: https: / / www.delawareinc.com/ourservices/

En Harvard nos esforzamos por la excelencia todos los días con cada nueva compañía que constituimos. Entre nuestra competencia, estamos orgullosos de que nuestra reputación es de tener la gente más amistosa con quien hablar y los resultados tan rápido que usted se preguntará, cómo podemos lograr que se haga tan rápidamente! Llámenos o envíenos un correo electrónico si tiene preguntas sobre la formación de una empresa en cualquier momento.

Esta categoría de blog le ayudará a entender el funcionamiento y la importancia de su agente registrado en Delaware. Te invitamos a unirte a la conversación dejando una pregunta o comentario.

Under federal law, any offer of securities must either be registered under the Securities Act of 1933 (the “1933 Act”) or qualify for an exemption from such registration. A registered offering under the 1933 Act is extremely time consuming and expensive, and generally occurs only once a company is thoroughly established. A company’s first registered offering is its initial public offering, or “IPO.” Section 4(2) of the 1933 Act provides an exemption from registration for “transactions by an issuer not involving any public offering.” In order to provide clear guidance on complying with Section 4(2), the Securities and Exchange Commission passed Regulation D under the 1933 Act, which creates three “safe harbors” under Section 4(2). An offering that complies with one of these safe harbors will be deemed not to involve any public offering. Prior to an IPO, companies generally engage in smaller, private offerings using these Regulation D safe harbors.

In this post we discuss the first of the Regulation D safe harbors, Rule 504, which permits an issuer to raise up to $1 million and does not require that investors must meet any net worth or sophistication requirements (“Rule 504”). This post is not intended as legal advice. A company considering raising capital through the sale of securities must contact an attorney to seek guidance. The federal and state securities laws can create enormous liability for improperly conducted offerings, even in the absence of any fraudulent intent on the part of the offeror. The applicable laws and regulations are complicated and often seem arbitrary, so the guidance and assistance of a professional is extremely important.

Who may use Rule 504? Rule 504 is available to any company except one which either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. The SEC does not want so-called “blank check companies” to use Rule 504.

What conditions must be met in relying on Rule 504? Offerings under Rule 504 generally are subject to very few federally-imposed conditions. The conditions applicable to an offer mainly turn on whether the offer is registered under the laws of the states in which the offering is made. As described below, State registration may give issuers additional freedom or could impose additional restrictions in conducting the offering, depending upon the law of the state(s) at issue. Again, a company must consult with an attorney prior to attempting to conduct an offering to ensure the company is not unduly hampered in its capital raising and to ensure it is complying with applicable law.

State Registered Offerings. If the offering is conducted only in states in which the offering is registered (as discussed below), then there are virtually no federal conditions imposed on the offer. If an offering is registered under state law, however, the permitted offerees and manner of conducting the capital raising activities could be subject to certain substantive limitations and filing requirements that will vary by state. In addition, state law may impose limitations on an investor’s ability to sell or pledge its shares or interests in the company. These state requirements, depending upon the state at issue, could be more onerous or less onerous than the conditions imposed under federal law by non-state registered offerings.

Non-State Registered Offerings. Most states permit a company relying on Rule 504 to conduct its offering largely exempt from state law, subject to certain notice filing requirements. If a company elects to conduct its offering without state registration, the offering of securities cannot be made in that state through any “general solicitation” or “general advertising.” This means that a company cannot seek investors in that state through newspaper or magazine advertisements, television or radio advertisements or other public communications. The best way to avoid general solicitation is to solicit investors with whom the company or its personnel have pre-existing relationships, such as personal or prior business relationships.

How often may a company raise money using Rule 504? A company is not limited to one Rule 504 offering. It can conduct many Rule 504 offerings, or can rely on Rule 504 in one instance and later rely on another Regulation D safe harbor. The general rule is that after a Rule 504 offering is complete, a company cannot begin another round of fundraising in reliance on Rule 504 for six months. A company should consult an attorney, however, to ensure that its offerings are not integrated and treated as one offering, which could cause the company to exceed the $1 million limit imposed on a single Rule 504 offering.

Can investors sell the securities purchased pursuant to a Rule 504 offering? Generally, securities purchased in a private placement are subject to restrictions or limitations on resale. If the offering is registered with one or more states, state law determines how, when and if securities purchased in a Rule 504 offering can be resold. If the offering is not state-registered, the securities are treated as “restricted” securities under the 1933 Act. Resale provisions are available for investors to sell their shares, but such resales are subject to numerous conditions. A company should restrict the ability of investors to resell its securities without the consent of the company in the documents governing the securities’ terms, given that improper resales can cause the company to lose the ability to rely on Rule 504 (or any private offering exemption) and create significant liability for the company.

Our next post will deal with Rule 505 under Regulation D, pursuant to which a company may raise up to $5 million in a single offering.

****Always consult with an attorney before attempting to raise capital.

In my last article, we took a look at Delaware’s Court of Chancery and how its rich history is a part of the Delaware advantage.  From that post we learned that the Court of Chancery hears matters of equity where no legal precedent is established, but what happens to business litigation that is purely legal in nature?  Commercial cases at law are heard by the Delaware Superior Court, which recently created a new division to identify and streamline resolution for complex commercial matters. In the June 2010 edition of The Metropolitan Corporate Counsel, Thomas E. Hanson, Jr. introduces the new Complex Commercial Litigation Division (CCLD) of the Delaware Superior Court. Below is an excerpt of the article that explains with further detail:

Introduction

Due primarily to the high cost of electronic discovery, delay in reaching a final resolution and uncertainty as to the outcome, there is a consensus that civil litigation must be reformed. To address the concerns of business litigants, and to provide yet another option for the resolution of complex business disputes within Delaware’s highly regarded court system, the Delaware Superior Court has established a Complex Commercial Litigation Division (CCLD) effective May 1, 2010. To promote prompt and efficient disposition of complex matters, the CCLD will include a special assignment of experienced judges, tight case management orders to move cases to conclusion, special e-discovery orders to limit expense and avoid disputes and protocols to control expert witness and fact discovery.

Not every business dispute is eligible for the CCLD. To qualify, a case must: (1) include a claim with an amount in controversy of at least one million dollars, (2) involve an exclusive choice of court agreement or a judgment resulting from an exclusive choice of court agreement or (3) be so designated by the president judge. Cases that meet one of these criteria can be brought in the CCLD – a forum that is focused on addressing what matters to parties who file and litigate complex commercial disputes.

The CCLD was designed to address two principal concerns of business litigants: (1) the need for predictable procedures to control the course of the proceedings and to bring such proceedings to a prompt conclusion and (2) the need for reasonable control over the cost of discovery, including e-discovery. The CCLD addresses these concerns by following three primary case administration principles.

First, each CCLD case will remain with the same judge from start to finish. Second, each CCLD case will be administered pursuant to uniform procedures, including the requirement of an early Rule 16 scheduling conference for counsel to meet and confer with the judge. At the Rule 16 conference, a case management order will be entered that covers all phases of the case, including the handling of discovery disputes and dispositive motions, early mandatory disclosures and the exchange of electronic discovery. Third, each CCLD case will be assigned firm pretrial and prompt trial dates that will be given priority as among the panel judges’ other trial assignments.

To read the full article click HERE.