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
Year’s Over – Year Ahead, and the State of Your Company
Filed Under: Founder's Forum, INC Knowledge
Tags: Founder's Forum, Incorporating
If you are already a successful entrepreneur, you’re a planner. So you’ve already done a lot of thinking about surviving and succeeding in 2012. How do you plan for your business to survive and succeed in 2012?
At this time last year I told the whole team here at HBS, that I could not argue with the economic facts that point to a massive global economic train-wreck in our future, but I was not convinced that it will happen in 2011, and would not, therefore, use the doom-and-gloom scenario as an excuse to freeze salaries or benefits, as we were forced to do in 2009 when sales fell 25% when the economy “contracted”.
In fact, we had had a good year in 2010 and I wanted to reward each of them, whom I consider my best friends, for their performance, expertise, dedication and customer friendliness, which largely accounted for our success.
So I gave everybody a raise, and told them, if times get tough, we will all be on the same train and we will all ride it uphill and downhill together. And that’s the way it will be.
That’s how I planned to be successful in 2011. It worked. That set the tone for 2011. Instead of concentrating on the negative, like the NEWS did, we all pitched in to make the company and our service more perfect, so we could better serve our current clients and win a greater share of the potential customers out there. We also concentrated on outperforming our competitors in terms of the client experience by improving on hundreds of details on all levels of the business. We weren’t trying to re-invent ourselves, just improve upon what we already do well, to set the bar higher for excellence in our tiny industry of Company Formation Services.
Every year, for 30 years, I’ve done this. I plan for greater success every year by consistently improving every aspect of the company, and getting everyone involved in the details.
We invested in making our information and services available across the whole spectrum of the web including social media, mobile devices and notebooks. We set up an active Facebook page, and a Twitter account, and produced 13 videos to walk clients through every question and quandary when it comes to forming a Delaware LLC or Corporation. We will soon be QR coding your invoices so you can access your account, and pay your Franchise Tax and Registered Agent fee in less than a minute! Poof! If compliance can be made simple, we will make it so simple for you.
If you have a smart phone, try our mobile site. Just go to the same url: www.delawareinc.com and it will recognize your phone and give you the “Wham Bam Thank You Mama” version of our info.
But I have to admit, in 2011, we were very lucky. Despite the economic reality we all faced, more people wanted to form new companies and when we asked them why they wanted to start out fresh at a time like this many of them totally dismissed the notion that times are tough and said, ”because this is THE TIME” for them. And they are right.
I started Harvard Business Services in 1981 when the economy was equally depressed. But the USA is not a depressed nation and we always prevail over economic challenges. Americans love a challenge. Americans love to work and to be the best at what they do. Americans are also innovative, and free to innovate, which is our big advantage.
2012, the election year: What policies will govern the country in 2013 and beyond? The voters will decide that. This year, it is more important than ever, that you VOTE. In the USA, VOTERS determine the future, not the politicians.
What Our Clients Want: When I talk to our clients, nobody cares what the dollar will be worth, or what gold will be worth or what the interest rate will be on treasury bills. Really, they don’t care. Do you?
What people we talk to care about is activity in the marketplace. When are the buyers going to make a comeback and start calling again? Let’s get the phones ringing, let’s get the sales folks showing people properties, let’s get the customers making offers, and deals, and buying things. Let’s get the banks making swift and easy loans again. Let’s get this economy rockin’! That’s what we’re they’re saying.
So, my advice for 2012, which is free advice and worth every penny of what you pay for it, but no more, is to invest in yourself. Invest in your company no matter how small or how large it is. Pour your money back into your own company’s infrastructure and environment and security. Invest in your people. Raise their level of education and their standard of living and challenge them to do more. And they will. Build an emergency operation center to avoid shutting down if one strikes. Plan for the train wreck, even if it doesn’t happen.
Plan ahead and Go Ahead: By all means, if you’re just starting out, you should know that you’ve picked the very best time in recent history, in my opinion, to start your own company. Survival will determine the fittest but in these uncertain times, start-up companies with dedicated sensible owners often have the advantage over established companies with good balance sheets.
Opportunity is alive and well here in the USA. GO FOR IT! Make 2012 your year to form a company.
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.
The Rise of the LLC: A Matter of Trust
Filed Under: Delaware, Limited Liability Company, Trend Report
Tags: Delaware, Incorporating, Limited Liability Company
If you had to guess which entity is number one in Delaware – would you say an Inc. or LLC? According to a recent report found in the Fordham Journal of Corporate and Financial Law; the statistics are staggering. Since 2004 the number of LLC’s filed in Delaware has surpassed the number of Incorporations by almost 3 – 1.
The total number of LLC’s filed in DE from 2004 to 2009 was 519,000. The total number of Inc.’s filed during the same period was 189,000. There were 329,000 more LLC’s filed in DE than Inc.’s in that six year period. The most dramatic increase in the LLC’s filed occurred between 2005 and 2007. Through that two-year period there was an increase of 40% more LLC’s filed when compared to 2004. In 2007, there were 112,982 LLC’s filed in DE versus 68,807 filed in 2004. The total number of Incorporations has fallen every year since 2005. The dramatic economic crisis which began in 2008 had an impact on each entity type; although the LLC still out paced the Inc. by more than 50%. Why are these numbers important? What can we learn from them?
Well, first of all when you consider that the Delaware Incorporation has been in existence since the 1800’s and the Delaware LLC since 1991 – this change has obviously occurred over a very short period of time. The LLC is now the most popular type of entity filed in America. In fact; according to the study, the LLC is being filed by almost 11 to one over the Inc. in some other states.
Business people from all walks of life are placing a great deal of trust in this relatively young corporate entity type. In the past, most business endeavors sought the structure of the corporation to provide stability. The security, flexibility and informalities associated with the LLC have made it an obvious choice for many entrepreneurs and investors. We now live in a world that is more litigious than ever and your business deserves ample protection as do you and your assets. The LLC can typically shelter any type of business or assets and provide separation for the individuals involved. It is very simple to operate and the burden of management associated with a stock company is greatly reduced.
However, the most important factor is still – trust. The LLC has withstood the legal challenges of the past 19 years and has established itself as a very worthy entity. Also, we can conclude that the LLC is helping many individuals and small groups realize their business potential. The LLC is very well suited for a more intimate business strategy. The privacy offered is also appealing to many; since we are all faced with the threat of identity theft in this age of immediate information.
Harvard Business Services, Inc. has been filing LLC’s since 1991. We know firsthand how valuable the LLC is to most business people. The LLC may be just right for you and if there is strength in numbers…..well you will be joining a very strong group! We can help you file your LLC today.
Ready, Set, Start Your Business Graduates
Filed Under: Delaware
Tags: Delaware, Entrepreneur, Incorporating
Congratulations to all the Graduates of 2010! So, now you’re looking for a job in your field of study or your trying to decide what you want to do in life. I’ve got a great idea, have you ever thought about starting your own company and being your own boss? It could be your fastest route to success. Does this idea sound interesting, but are you not sure how to get started, where to get started or what type of company you need?…Or maybe you think it might be too complicated or cumbersome.
Three words: Harvard Business Services.
For almost 30 years HBS has been forming and filing companies for entrepreneurs like you all over the world. We will make the incorporating process so easy and painless that in less than ten minutes you will officially have your own company. Below are a few answers to some FAQs.
How easy it is form a company in Delaware?
The hardest question we’re going to ask you is what you want to call the company. After that we will explain your options so you can decide between an LLC and an Incorporation. All we need is your contact information and payment. No signatures and No passports are required.
Is any of my contact information available for public record?
None of your contact information is available for public record and no one will know who is behind this company as we will file your company anonymously and we will not sell or release your information unless legally obligated to do so.
Do I need a physical address in Delaware or have to open a bank account in Delaware?
All you need is a Delaware Registered Agent like Harvard Business Services, Inc. No physical address is required in Delaware as HBS will be your Registered Agent to receive and forward service of process and other government documents, such as franchise tax reports, and notices. It is a legal requirement to have a Delaware Registered Agent.
Your company’s bank account can be opened anywhere in the world and is not required to be opened in Delaware.
Are there any taxes in Delaware or annual fees?
There is no sales tax in Delaware, there is no state income tax for corporations that operate outside of the State of Delaware and there is no inheritance tax. To maintain your company in Delaware there are two annual fees. The annual Franchise Tax is simply what you pay the State of Delaware for the right and privilege of owning a Delaware company and our annual Registered Agent fee – the lowest in the industry — is only $50 per year.
Does Delaware need to know the nature of business or where you are conducting business?
Delaware doesn’t need to know the nature of business or where you are conducting business. With a Delaware company you can operate business lawfully all over the world.
Graduates this year will not find a friendly market for jobs, yet opportunity is everywhere. Many successful entrepreneurs became mega-rich because they improved an industry they knew well. They followed their instincts. They invented something new or better than anyone else had ever thought of, so maybe you should consider forming your own company instead of looking for a job.
You could have the next million dollar idea such as the original whiz kids like Bill Gates or Steve Jobs. Put your own spin on success and maybe you will make a lot of money along the way like these folks did. For a list of successful young millionaires click HERE.
Want more information on “Why Delaware?” click HERE.
Want to know what makes Delaware so appealing? click HERE.
Ready to start your own business? To get started click HERE or call 800-345-CORP (2677).
