This posting will spell out these requirements, and will show that very limited information is made public as a result of filing the Certificate of Incorporation.

Anyone seeking to create a Delaware corporation is required only to file the Certificate of Incorporation.  No publication or public notice is required as in some other States. Also unlike other states, Delaware requires very little information to be made public in order to form a corporation.  The Certificate of Incorporation filed with the Delaware Secretary of State is required to contain only a few pieces of information, including:

-          The name of the Delaware Company

-          The address of the Delaware registered office and the name and address of the Delaware Registered Agent. (Harvard Business Services, Inc. we serve as registered agent for 30,000 companies)

-          The purpose of the company (typically this is drafted broadly to include any lawful activity and is not specific)

-          The number of shares of stock and par value

-          The name and mailing address of the incorporator

In Delaware, your corporation is filed anonymously; the officers/directors and shareholders are not usually listed on the Certificate of Incorporation.  Preparation, execution and filing of the Certificate of Incorporation must be handled by an Incorporator.  An Incorporator is an individual that forms a Corporation on behalf of the directors by filing the Certificate of Incorporation with the Secretary of State.  The Incorporator will then name the initial directors of the Corporation until their successors are elected and qualified internally within the company.  The powers of the Incorporator are then terminated, and the Incorporator shall no longer be considered a part of the corporation.

Harvard Business Services, Inc. is the incorporator for the companies we file on behalf of every client.  The Certificate of Incorporation is signed by Richard H. Bell, II, as President of Harvard. The powers of the Incorporator are limited to executing the filing of the document with the Division of Corporations. Once the document is filed the incorporator releases the company to the initial directors.

No information about the officers or Directors is required to be filed publicly in Delaware, allowing the corporation to be filed anonymously in the beginning. It is a nice feature of Delaware; this way should an officer or director change, the company is not constantly filing an amendment with the Division of Corporations to update that information.  Instead, the change is only recorded internally and allows the business owners to focus on the operation of the corporation.

We are here to assist should you have any questions or concerns about the company formation process!  To file a new company now go to www.delawareinc.com/order

When completing the online order form or when completing an order with a sales associate for a new formation, the client will be asked for an address. The Harvard Business Services address CANNOT be used in this area.  We can file the entity completely anonymously with Delaware; however, we will need a mailing address on file so that we know where to send correspondence that comes in from the Secretary of State. We will also need a physical address, if different than the mailing address, in case we receive service of process for the company. Obtaining and having an address for the company’s contact person is mandated on us by Delaware law. This information is not provided for public record.

When applying for an EIN the IRS will ask for the physical location of the business. Again, do not use the HBS address for this application. The IRS does not want third party addresses when asking for the physical location. They would like to know where the business is physically located. This can be an address anywhere in the world. If the business is an internet business, the IRS will still require a physical location of where you are operating the business from.  The IRS will also give the option of adding a separate mailing address, e.g. a PO Box, if necessary.

For many start ups it is not uncommon that the physical address of the business is a home address. More often than not, leasing or purchasing office space is not in the budget or even necessary to begin. The majority of the time federal and state offices do not care either way. We go back to the beginning where these offices define the physical address as the address where a person or organization can be found.

Though we cannot provide a physical location for your company, we can provide a physical mailing address. Once you have set up an entity you will have the option of signing up for our mail forwarding service. This will not change the physical location of your business, but it does allow you to use your company name with our mailing address in order for us to receive your mail at our address and resend it on to the address of your choice. You can use our mailing address as your own where you see fit.  Some clients put our address on their website, invoices, business cards, etc.  Other clients move around a lot or cannot have business in their neighborhood and find our mail forwarding services as the perfect solution.

We offer both domestic and international mail forwarding services. For more information and our video on mail forwarding options, click HERE.

Answer: Cancel or Dissolve with the state of Delaware before December 31!

Once you’ve determined that filing a formal Cancellation of your LLC or Dissolution of your Corporation is essential to winding up your business, let Harvard Business Services, Inc. ease your mind and assist you with the process. The final closing of the company may seem a bit puzzling to some, but it’s a simple filing with the Delaware Division of Corporations. The last thing you want to do is figure out the costs involved and deal with more paperwork. As a Delaware Registered Agent, our fast and efficient staff will be more than happy to handle the whole process for you in order to get your company formally and legally closed in good standing with both the Registered Agent on file and the State of Delaware.

An important detail when it comes to closing is the fees involved. The State of Delaware requires all taxes due to the State through the effective date of the Cancellation/Dissolution to be paid and all applicable annual franchise tax reports for Corporations to be filed. Therefore,  in order to avoid any costs for the 2012 tax year, the Cancellation/Dissolution filing must be submitted to the state of Delaware no later than December 31, 2011. However, since the 31^st is a Saturday this year, HBS will require all signed forms to be returned before end of business on December 30^th.

So don’t wait until it’s too late.

All you need to do to get started is give us a call to find out the specifics for your company. We are happy to go over the procedures with you. If you are qualified in another state, we can help you with that, as well. Delaware filings are fast and efficient because Harvard can do everything electronically. Originals are not necessary. Therefore, just provide us with an email address or fax number, we’ll get you Certificate of Cancellation or Certificate of Dissolution with related annual reports to sign within 24 hours. Once the completed forms are returned, we will proceed accordingly which is typically that same day. In about two business days you will be provided with the approved date-stamped copy for your records. Your company is then formally closed with the State of Delaware and registered agent on file. The next step is to notify the IRS.

Every company that is incorporated here in the State of Delaware is required to file an annual report and pay a franchise tax fee each year.  This annual report filing applies to the following types of companies:  General, Close, Non Stock and Exempt/Non-Profit. While Exempt/Non-Profit companies do not pay a franchise tax, they must still file an annual report.

What information must be provided on the actual annual report? 

The State of Delaware asks for a few basic internal details about the company.  The items required to be reported are:

• Principal place of business-the physical location of where the company is located
• Name and address of one officer-typically a President, Vice President, Secretary or Treasurer
• Names and addresses of all directors-if none elected yet, then the report can reflect zero
• Authorization-by an officer or director to file the annual report

If the company has more than 5,000 shares authorized then there are couple more items to provide on the annual report:

• Total gross assets-which are reported on the company’s Federal Tax Return Form 1120
• Total issued shares-that can be found in the company’s stock transfer ledger

What happens when you are ready to file the annual report and the information has not changed from the prior year? 

For a lot of companies, the information that has to be reported is the same each year.  Our clients are always asking if they need to fill out an annual report if the information is the identical as the prior year.  As per the Delaware Code, the details must still be provided on the annual report each and every year to keep the company in compliance.  It is unacceptable to file an annual report marked “same as last year”.  Therefore, regardless if there are any changes within the company throughout the year or not, a completely new annual report must be filed.

Where does the annual franchise tax report information get filed?

Our clients want to know what happens with the details listed on the actual annual report.  The report is filed with the Delaware Secretary of State’s office, just like the company’s original Certificate of Incorporation.  It remains part of the company’s official filing history, just like any other type of filing the company had done and every type of corporate document the company ever obtained.   Every annual report that is paid and filed for the company is always kept on record.

Harvard Business Services offers a franchise tax filing service to help you file the annual report each year with the State of Delaware.  Contact us at 1-800-345-2677, or 1-302-645-7400, extension 6901 with any additional questions regarding the annual report filing.  Or send an email to franchisetax@delawareinc.com and we would be glad to assist.

This got me to thinking to look more into how we can help our clients. So, I went the extra step to physically contact the App Developer support line to get all the answers for our clients on how we can help.

The first step Apple will require is that you enroll in their program for $99/year. Once you have enrolled, you can submit your application. Apple says they will first review the application, once they have reviewed the application they will inform you exactly what they will need to approve the company as an App Developer, but I wanted to know exactly what they require so I started asking an array of questions.

Here is what I found out:

They will require a Certified copy of the Certificate of Formation/Incorporation along with your Articles. This is an additional service that Harvard offers.

They will require a business license. Unfortunately, Harvard cannot assist you in obtaining the business license. Typically, the business license is obtained in the County and State in which you are physically conducting business.

They will require an Operating Agreement/Bylaws. Harvard provides either an Operating Agreement/Bylaws template in our Deluxe Kit, which is included in both our Standard and Premium packages.

The last and most important thing Apple will require and for some of our clients is the hardest to find the answer to is showing the physical address for the business.

As many of you know one of the major benefits that Delaware provides is anonymous filing so that all company information is NOT available for public record. So, how do you show the physical address for the business? Many of our clients will often think because we are the Registered Agent that our address is the physical address for the business, however this is not the case, as we don’t provide a physical address for our clients.

What many of our clients are looking for is often Foreign Qualification a.k.a. (Certificate of Authority). This will help to show you are a domestic entity to Delaware and a foreign entity to the State in which the business is physically conducting business. Here at Harvard we offer a unique service to assist you in preparing and filing for Certificate of Authority in the State in which you are physically conducting business. What this means to you is it will help your business to comply with all local and state compliance issues and often help show the information Apple is looking for  such as a physical address to certify you as a Authorized App Developer.

For more information on the clarification of Foreign Qualification click HERE.

For more helpful information visit www.developer.apple.com

For any questions please email us at info@delawareinc.com or contact our Sales Department at 800-345-2677 ext. 6900.