Q & A: Certificate of Incorporation
Filed Under: Delaware, INC Knowledge, Q&A
Tags: Delaware, INC Knowledge, Incorporating, Question and Answer
What is required to file a Delaware corporation and what information is listed on the initial Certificate of Incorporation?
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
Remembering Steve Jobs
Filed Under: INC Knowledge
Tags: Entrepreneurs, INC Knowledge
On October 5, 2011 the world lost a legendary entrepreneur, Steve Jobs. We all know Steve Jobs as co-founder of Apple, but in this article I wanted to write a short biography about his life and to remember a person who inspired and motivated us all to become more technologically savvy and better entrepreneurs.
Steve Jobs was born on February 24, 1955 to Joanne Simpson and Abdulfattah “John” Jandali, two University of Wisconsin graduate students who gave their unnamed son up for adoption. Steve was adopted by Clara and Paul Jobs and grew up in Mountain View, a town within California’s Silicon Valley. Steve first became interested and involved in electronics when he and his father Paul would work on cars in their garage.
Steve was not your average student. He was actually so smart that at one point in school he tested so well that administrators wanted to skip him ahead two years to high school, which his parents declined, although they let him skip one grade. During high school Steve spent most of his free time at Hewlett-Packard (aka HP) where he met and worked with Steve Wozniak. After high school Jobs enrolled in Reed College in Portland, Oregon. Lacking a sense of direction Jobs dropped out of College after six months and spent the next eighteen months auditing a variety of creative classes.
In 1976, at the age of 21 Jobs and Wozniak started Apple Computer out of Jobs family garage, and funded their entrepreneurial venture after Jobs sold his VW bus and Wozniak sold his beloved scientific calculator. Jobs and Wozniak are credited with revolutionizing the computer industry by democratizing the technology and making the machines smaller, cheaper, intuitive, and accessible to everyday consumers. The two conceived a series of user-friendly personal computers that they initially marketed for $666.66 each. Their first model, the Apple I, earned them $774,000. Three years after the release of their second model, the Apple II, sales increased 700 percent to $139 million dollars. In 1980, Apple Computer became a publically traded company with a market value of $1.2 billion on the very first day of trading.
In 1984, Apple started to suffer significantly with design flaws and IBM suddenly surpassed Apple sales. Also in that year Apple released the Macintosh, despite positive sales, the Macintosh was not IBM compatible. About this time, John Scully, Apple’s President thought Steve was hurting Apple and began to plot against him.
In 1985 Jobs resigned as Apple’s Chairman to begin a new hardware and software company called NeXT, Inc. The following year Jobs purchased an animation company from George Lucas, which later became Pixar Animation Studios in which Steve invested $50 million of his own money. Pixar produced such films as Toy Story, Finding Nemo and The Incredibles. Pixar films has netted more than $4 Billion. The studio merged with Walt Disney in 2006, making Steve Jobs Disney’s largest shareholder.
NeXT, Inc floundered and was eventually bought by Apple in 1997 for $429 million the same year Jobs returned to his post as Apple’s CEO. Immediately, Jobs revitalized Apple.
From here, we all know Apple went to new levels with a new management team and new products from the iPod to the iPhone and ultimately the iPad. Job got stock options but he worked for a self imposed annual salary of $1.00. Jobs put Apple back on track and we are all aware of the recent innovations that cannot and will not be matched by any other software company in the world.
Unfortunately, Jobs life took a tragic turn in 2003 when he was diagnosed with Pancreatic Cancer. Jobs would fight through it and altered everything in his life to make it through it but it eventually took his life on October 5, 2011, he was 55.
From all the entrepreneurs in the world I say thank you to Steve Jobs. A man so inspirational to all of us and one who will always be remembered for his resiliency and passion to succeed and make technology better and better.
R.I.P. Steve
To read the full biography of Steve Jobs click HERE.
Your Company Name
Filed Under: INC Knowledge
Tags: INC Knowledge, Incorporating
Is your company name outdated, or does it no longer reflect the nature of your business? Is it too complicated or too generic? Have you thought about officially changing your company’s name? The name of a company or brand can make or break a business. In fact, many companies now famous under their present names weren’t so prominent under their previous names. Some notable examples include:
Quantum Computer Services -> AOL
BackRub -> Google
Diet Delux -> Healthy Choice
Jerry’s Guide to the Worldwide Web -> Yahoo
Brad’s Drink -> Pepsi-Cola
Tokyo Telecommunications Engineering Corporation -> Sony
Auction Web -> EBay
Blue Ribbon Sports -> Nike
Stag Party -> Playboy
FreeDiskSpace.com -> MySpace.com
National Biscuit Company -> Nabisco
Minnesota Mining and Manufacturing Co -> 3M
Peter’s Super Submarines -> SUBWAY
Sound of Music -> Best Buy
U-Tote’m -> 7-Eleven
Precision Optical Instruments Laboratory -> Canon
Marafuku Company -> Nintendo
Matsushita Electric Corporation of America -> Panasonic
Lucky Goldstar -> LG
Datsun -> Nissan
Computing Tabulating Recording Corporation -> IBM
In some cases, the original name may have been too specific such as Bob’s Deck & Patio LLC, when Bob began doing more general contracting and home building. In other cases a company may be redesigning its total image and the centerpiece is the new name.
A very foreign sounding name, one with funny spelling or great word length may seem good early on, but if people mispronounce it or they can’t remember it, your message could be getting lost in the translation.
Often, clients feel that a new company must be filed or that changing the name will be extremely costly and time consuming. In fact, your company name can be officially changed quickly and easily. One of the most common filings we see clients make is the “name change amendment” or just “name amendment.”
After doing market research to find a name that is appropriate for you and the image you want your business to reflect, instead of filing a new company, simply call us. We will prepare and file a Certificate of Amendment to the Certificate of Formation (for LLCs) or Certificate of Incorporation (for Corporations) with the Secretary of State’s office. This filing officially changes the name with Delaware Division of Corporations.
Filing a name amendment versus filing a new company will allow you to keep the history that goes along with your original filing. Assets don’t change hands, liabilities remain the same, all contracts remain in force, all accounting and tax records remain the same. The name will change but everything else will remain the same. This can save the hassle of opening new bank accounts, obtaining a new EIN, and creating entirely new internal documents. The formation date of the company remains the date of original formation. This is an important consideration for many entrepreneurs.
So, once you decide that filing a name amendment is the best decision for your company, what do you do to make it happen? The first step in the name amendment process is choosing the name. This can be a tough decision. For assistance in picking out the right name, check out this HBS blog post by Paul Sponaugle Three Easy Steps for Naming Your Company in Delaware
To make sure your company name is available in Delaware, take advantage of Harvard Business Services, Free Name Check. After the name is chosen, we will provide a Certificate of Amendment that will have to be signed by an authorized officer of the company. Once we receive back the signed copy, we will it with the Secretary of State, and the name will officially change as of the date and time the document is filed. The State of Delaware typically takes two to three business days to return the approved documents. Quick and Easy!
Once the amendment is filed, clients need to make sure that everyone is aware of the new name for the company. The easy way to go about informing everyone is to make a list. Write down government agencies that the company works with, clients, vendors, and banks and inform them of the new name. Notify the Post Office, UPS, Federal Express Corporation and DHL as well as any other companies that your company deals with. Some of the bureaucracies involved may have a form to fill out and return with a copy of the approved Certificate of Amendment. The IRS allows this change to be made rather easily. Simply send a letter to the address IRS office where the return was filed for the previous year. The letter needs to state the new name of the company, the old name, EIN (Employers ID Number) the signature of a corporate officer. Other changes may include marketing materials-ads, logos, company stationary, etc.
Finally, go forward and prosper with the new company name that properly reflects the business you have worked so hard to build!
Should you require assistance in the filing of a name amendment, or any type of amendment, feel free to give me a call at 800-345-2677 ext 6131 or send an email to brett@delawareinc.com.
Dissolving Your Company Before the New Year
The 4th Quarter of the year has come around again. For some, it is time to start thinking about your 2012 business goals, however for others it may be time to consider cancelling your company. We file thousands of companies each year and the unfortunate truth is that not all of those companies will continue to operate year after year. While we don’t like to see a business close, we do appreciate the opportunity to serve as your registered agent. For those business that will not be operating in 2012, now is the time to consider a cancellation or dissolution. Cancelling a business now rather than after the first of the year will save you from paying another year of franchise tax.
This is how it works: When franchise taxes are paid in March and June (March for a corporation, June for an LLC) of any year, they are paying the tax for the previous year. So when you paid franchise taxes in 2011, you were paying for the 2010 operating year. These taxes are not pro-rated. If you were open even one day in 2010, you paid the entire franchise tax in 2011. Just like for a business active now, they will owe a franchise tax in 2012 for the current 2011 year.
So when closing your business in 2011, there will be a cancellation/dissolution fee, as well as the franchise tax payment for 2011. This franchise tax payment would typically not be due until 2012, but when you close the company, all taxes are due at the time of the cancellation/dissolution.
Contact Harvard Business Services for help with this service. HBS will prepare a Certificate of Cancellation/Dissolution for signature, and forward via fax or email. Once executed, the Cancellation document will need to be returned by fax or email to Harvard Business Services. Then the Certificate will be filed with the State of Delaware later that day. The State typically takes 3-5 business days to return the receipt of filing. As soon as the approved Cancellation document is available we will forward it to you for your records.
This document is the death certificate for the company. Sometimes banks will ask for it when closing out company bank accounts. You may also be asked by your accountant to provide this document when preparing your taxes, because the IRS will require it with your “Final” tax return.
Why Smart Truckers Use LLCs AND Corporations to Protect Themselves
Filed Under: Delaware, INC Knowledge, Limited Liability Company
Tags: Delaware, INC Knowledge, Limited Liability Company
You’re in the business of moving goods from point A to point B. But the vehicle or vehicles that transport those goods are big, heavy, fast and move among vast herds of much smaller and less crashworthy vehicles operated by drivers of questionable skills. The potential for disaster is always present. And if an accident with multiple deaths does occur, you need to have ALREADY taken steps to protect your assets and your family’s financial future.
If you are operating a trucking company as a sole proprietorship, you need to enlist Harvard Business Services, Inc. to help you place each of your trucks into separate Delaware LLC’s and to set up an S-Corp to operate your trucking business. we have specialized in Delaware business formations and helping truckers like you protect their assets for 30 years. (And members of OOIDA get an extra 5 percent off their incorporation order.)
By choosing Harvard Business Services, Inc. as the company to help you make informed decisions about incorporating in Delaware, you’ll join thousands of other savvy business owners who have turned to HBS to help them protect their personal assets.
For more information on incorporating your trucking business, click HERE.
