Question: “I want to be incorporated through the end of the year. When is it too late to close?”

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.

In Delaware every fall, The Secretary of State holds a three-day conference for Delaware Registered Agents and the key people at the Division of Corporations. This year, we just finished the 24^th annual conference and, having been in business 30 years, I’ve been to almost every one of them. But this year was particularly interesting.

The highlight of the event is the “Annual Report” given by Richard J. “Rick” Geisenberger, the chief Deputy Secretary of State and Director of Corporations. This year he reported:

Delaware is now the home to 890,000 domestic entities. They include 260,000 corporations and 630,000 LLCs, LPs and Statutory Trusts. An additional 11,000 entities from outside Delaware are registered here as “foreign Entities”. Delaware, which has always had more chickens than people, now has about one company for every person who lives in the State. Most states have about 1 company per 20 people.

Delaware is home to 63% of all fortune 500 companies this year and was the choice of 734 of the 907 new IPO’s (Initial Public Offerings) in the past 7 years. IPO activity reflects the dismal economic business climate in the USA today. It wasn’t long ago that more than 400 IPO’s were launched in a single year, then the total fell abruptly to 28 new IPOs in 2008, then 37 in 2009 and 53 so far this year. The upward trend the past three years could be called a recovery, but still a poor showing when compared to the boom years of the past.

A new trend is emerging however, giving hope for more business. Foreign companies, especially from China, are incorporating in Delaware and going public in the USA. Watch for this trend to continue as China becomes the dominant player in manufacturing for the global markets.

Delaware’s Court of Chancery still makes the news regularly for its many high-profile cases. This year we saw a battle between EBAY and CRAIGSLIST fought in Delaware just up the road from my office. Meg Whitman, and the EBAY group, won this one.

Delaware has been working with the U.S. Treasury Department and the U.S. Department of Justice to reduce the incidents of the fraudulent use of Delaware companies in the International arena. Since Delaware prohibited Bearer Shares in 2003, it has been proactively issuing regulations that are designed to help prevent the fraudulent use of companies.

The U.S. Department of the Treasury has proposed several drafts of a plan to make the ownership of companies easier to trace. Currently, Registered Agents are not obliged to keep Beneficial Ownership information on the companies we form for our customers. In Delaware we are required to keep an up-to-date record of the “Communication Contact”. However, in the future the Department of the Treasury is recommending that Registered Agents will be responsible for keeping Beneficial Ownership information accurate and current.

As a final bit of good news, Mr. Geisenberger reported that the Division of Corporations brought in $878 Million dollars in the last fiscal year which accounted for 27% of the State of Delaware’s budget, emphasizing the importance of this effort for the whole state.

Delaware’s Secretary of State recently put out a report recapping the 2008 year as a whole for the Division of Corporations.

Some of the notable statistics are:

In Autumn 2008 there was one domestic entity per Delawarean

Delaware remained the chosen home of 64% of Fortune 500 companies

67% of the new formations were LLC’s

24% were Corporations

9% were either a LLP/LP or a Trust

121,628 new Delaware entities were created in 2008

40,154 less Delaware entities we’re created in 2008 versus 2007

882,000 active entities are in Delaware

Even with the decrease of over 40,000 entities from one year to another, Delaware Division of Corporations is still a driving force in generating income for the State of Delaware. Roughly 30% of the State of Delaware’s income as a whole comes from the Secretary of State Division of Corporations office.

Delaware is not immune to the economic downturn other states of the nation are facing. To combat a huge budget deficit, many of the fees associated with an amendment, renewal, Good Standing Certificate, Certified Copy, Apostille have gone up drastically. The late fee for all Delaware Franchise tax payments has increased from $100 to $200.

One thing that will not change is Delaware’s reputation for having the best corporate law structure in the nation!

To view the entire report click here: http://corp.delaware.gov/2008AR.pdf