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The Lies My Resignation Told Me About My Company

companyHow much do you know about your company’s story? Just like a great novel, your company’s narrative has a beginning, middle, and end. Often times, companies forget that their story has to end.

Every so often, conflicts such as financial tolls, familial hardships, and legal issues cause company owners to close the book on their saga without taking the necessary steps to finish the story. This preemptive move results in uninformed or misinformed decisions that hinder the company’s legacy. Just like a book, if a company opens, it also needs to close. Even though there are two ways of “closing” a company, only one way is truly beneficial for the entity.

Advisors sometimes direct their clients to have the registered agent complete a resignation of registered agent. In simple terms, a resignation is the removal of the registered agent’s name/liability from the company. What is often not effectively communicated is resigning from the entity does not automatically shut the company down.

In fact, the subsequent actions that follow are: a 30-day waiting period allowing the company to name an agent and continue legally conducting business, falling into “bad standing” or “inactive” status, and finally rendering the company legally unable to conduct business. However, because the entity was not formally shutdown via a cancellation, dissolution, or withdrawal document, some states are able to tax the company for up to three years.

In some states, an entity in an administratively inactive status can present problems when attempting to start a new business, qualify in other states, etc. An administratively inactive status is a forced state status in which a company has not formally shut down and has not submitted proper annual documentation to keep the entity active. This status renders the company unable to legally conduct business and, in some instances, relinquishes the ability to move forward with the submission of other legal documentation until the status is rectified either by paying back taxes and or fees, filing past due annual reports, closing documents, etc. which can become quite costly.Resignation

The best way to ensure your entity is formally shut down, is to file a cancellation, dissolution, or withdrawal in the respective jurisdiction(s). However, which document you must file depends on the state and entity type. For the best information, contact either your registered agent’s corporate division or visit the corresponding Secretary of State’s website.

Remember, in the end, a resignation only helps one party. Get informed and don’t forget to “close” the book on your entity.

The End.

Amanda Archambault, Registered Agent Associate

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Independent Manager Series – Part Two

I need an Independent Manager, now what?

Independent, ManagerIn the first part of the series I outline what the Independent Manager is, and what role they play with the LLC.  In this part of the series, I outline how a typical engagement proceeds.  Working with Incserv as an Independent Manager is easy.

      1.)  Initial Reach Out

Establishing an Independent Manager relationship is easy! – But it is an iterative process.  Before the engagement starts, we will need a copy of the Operating Agreement so we can learn what your needs and expectations are for the Independent Manager.  Clarifying questions or follow ups may fall out of this document.

      2.)  Complete an Engagement Contract

Once it is determined that we can assist with your needs, we will send an Engagement Contract.  This is a separate agreement that outlines each party’s role with respect to the relationship.

      3.)  Sign the Necessary Documentsindependent, Manager

Once the Engagement Contract and Operating Agreement are agreed upon, all parties sign the documents!  We will require a set of signed documents for our records, and we are complete.

We can move QUICKLY!  It is important to make us aware of any deadlines so we can make sure your expectations are met.  While engagements can usually be processed in hours, if the operating agreement is complex or if you need multiple managers, we may need additional time for document review.  It’s always best to reach out as soon as you are aware you will need a manager so we can begin the iterative process!

If you would like to learn more about the process, or are ready to hire an Independent Manager, you can reach out to us info@incserv.com.  We look forward to hearing from you!

Josh Twilley, President

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Company Resources in Snapshot™

Whether you only have one company with us or dozens, you will find useful information in our Resources section of Snapshot™!

There are two sections to our Resources section – Registered Agent Addresses and State Specific Details.

Snapshot™

Registered Agent Addresses
On this page, you will find a current list of Incserv’s address in each of the 50 states!  So whether you are interested in qualifying your entity in another state and need our agent address for the form you are filing directly with the State, or you would like the information for your records, you will find that information here!

Also note that we list our name in each state – for example, in Alabama, our name is ISL, Inc.  If you are filing a formation, incorporation, or qualification document in another state, the form will require the registered agent’s name exactly as it appears in our database.

This list is updated often, so always ensure you check back for the most recent information!

State Specific Details
Our largest resource is our State Specific Details section.  Within this resource, you can find lots of information for all 50 states!  This information includes:

Our agent name and address in that state

Annual report information, including:

   Fees and information for each entity type
   How the State notifies the company
   The due date
   Where to file

Corporate filings, including:

   Fees for formation or qualification in that state for each entity type
   Signatory requirements
   What evidence is returned from the State
   Any other requirements
   Fees for additional services
   Expedite options available

Document retrieval, including:

•   Fees for Good Standings, plain copies, and certified copies
   Expedite options available

Where to search for entities by name in that state

UCC filing information, including:

•   Information and fees on each type of UCC filing
•   What evidence is returned
•   Any special requirements
   Fees for additional services
•   Expedite options available

UCC and lien searches, including:

   State and county level fees
•   Turnaround time
   Additional information

State holiday/closure dates

If you have any questions about navigating our Resources section, or any section of Snapshot™, feel free to give us a call and we’ll be happy to walk you through our online client portal and answer any of your questions!

Sara Flanagan, Systems Analyst

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Jurisdictional Closures for July 2018

Pclosureslease see the list below for Jurisdictional Closures for July.  Dates and information are subject to change.

Date: Holiday: State:
July 4th Independence Day All national, state and local offices are closed
July 24th Pioneer Day UT

Please check out our blog posts throughout the month for any last minute changes or updates from these or any other state or local office.

If you have any questions or need assistance, feel free to contact us at 800-346-4646 or via email at info@incserv.com.

 

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Independent Manager Series – Part One

Independent, ManagerIs an Independent Manager right for you?

With real estate markets heating up, there has been a growing number of requests for Independent Manager services.  This post outlines what this service is, and the next post in the series outlines how a typical Independent Manager engagement works.

An Independent Manager is one type of “Independent Representation” engagement that we offer – the others being Independent Director (in the case of a Corporate entity type), Springing Member (which is a dormant member/manager/director who is called into action if certain conditions are met), and Special Member (a broad term for an independent member whose role is defined in the operating agreement).  The Independent Manager refers specifically to a manager for an LLC.

What is an Independent Manager?

An Independent Manager is a manager of an LLC who is independent of the owner/operators of the LLC, and has no financial relationship with the LLC.  The operating agreement typically outlines the roles and responsibilities of the independent manager, which is usually very narrow in scope.  The independent manager is NOT an active manager of the entity, but generally sits in the background until needed.

Why would an entity require an Independent Manager?

The Independent Manager is generally a lender driven request – a bank or financier would require an Independent Manager to sit on the board and operate in the interest of the lender.  This interest is outlined in the operating agreement, but generally it is to prevent the LLC from going insolvent or declaring bankruptcy.  This is an added protection for the lender to make sure their investment is secure.

Are there other uses for an Independent Manager?

From time to time we receive requests for Independent Managers to be the sole manager of the entity – generally to keep the true owner hidden.  There are many risks associated with this type of engagement, and we will NOT contract for these purposes.

If you have any questions about the Independent Manager, feel free to email us at info@incserv.com!

Josh Twilley, President

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Billing and Payments in Snapshot™

Maybe you’ve received your annual registered agent invoice from us and you want to pay it on Snapshot™.  Or perhaps you’ve recently placed an order through us and need to make payment on it so the work can progress.  Or maybe you just want to look at the payments you made to Incserv in the past.  You can do all of these things via Snapshot™!

Outstanding Invoices

If you have an outstanding invoice, you will find information regarding this invoice on the Billing page, which can be reached via the top gray navigation bar.

Snapshot™

On the Billing page, you can view your Statement (a consolidated list of any outstanding monies due – ensure your popup blocker is turned off to view this), your Payment History, and your Billing Summary.

The Billing Summary shows your total outstanding balance across all unpaid, outstanding invoices (this amount does not include any invoices for work that is currently in progress, such as filings or document retrievals where we’re assisting you).  You can also see exactly which invoices are outstanding using the table at the bottom of the Billing Summary.  It includes helpful columns such as the date of the invoice, the invoice number (clicking on this will bring up a copy of the invoice for your reference; ensure your popup blocker is turned off), the amount, and any late fees.  You can select any of the lines using the checkbox on the left and pay the invoice(s) via the ACH or credit card buttons at the bottom of the screen.

You can also limit the table using the parameters above the table.  For example, if you want to see invoices within a certain time period, you can enter start and end dates.  Or you can choose to view your paid invoices as well as (or instead of) your unpaid invoices.

Pending Orders

So what about the invoices that are currently open because they’re in process?  You can easily view these from the Orders page!  The Open Invoices for Pending Orders section illustrates all of your currently in-progress work with Incserv.  You can pay invoices from this section too, but be aware that because these invoices are still in progress, the amount due may change.  You should always check with your Contact CSR to see if the invoice amount is accurate before paying.  (You can easily contact your CSR for the order by clicking on their name in the table to send them an email!)

Payments

You’ll want to navigate back to the Billing page to get a glimpse of the payments you’ve made to Incserv in the past.  Click the View Payment History button and Snapshot™ will list out all of your payments by date and amount.

Each payment has a blue triangle to the left – click on that to expand the details of the payment, including the invoices the payment was applied to.

Snapshot™

You can also limit your Payment History by dates, if you prefer.

Up next, we’ll discuss the resources available in Snapshot™ for filing in or maintaining an entity in each of the 50 states!

Sara Flanagan, Systems Analyst

 

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DE Foreign Corporations Annual Reports Due June 30th!

CorporationsAll foreign Corporations qualified in 2017 or before are required to file an annual report in Delaware on or before June 30th.  There are several ways to file:

  • Complete and send in the paper form that was sent to you by your registered agent of record.  Follow the instructions provided for returning the completed filing and payment.
  • Allow Incserv to file for you; send us your completed report and we will take care of having it filed with the state.
  • File online “here”.  Delaware is allowing foreign reports to be filed online.

Sign up for ARFS now to allow Incserv to keep you in good standing; let us do the remembering for you!

Karen Elliott, Assistant Vice President Client Development

 

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June 8th – DE Secretary of State Luncheon – Cut-Off Times Altered!

Luncheon, June 8thOn Friday, June 8, 2018 an Employee Recognition Luncheon is planned for all the employees of the Delaware Secretary of State – Division of Corporations.  State services have been altered.

There will be NOSame Day” or “Must Approval” service filings after 11:30 AM (ET) on that day.

All 30 Minute and One-Hour service filings must be received prior to 10:00 AM (ET)Two-Hour service filings will need to be received prior to 9:00 AM (ET) and 24 Hour service filings must be received prior to 12:00 PM (ET).

We will be able to secure filing dates and times until 10:30 PM (ET).

To meet these deadlines, Incserv must receive all filings AT LEAST 15 MINUTES before the Delaware Secretary of State  corresponding cut-off times.

If you have questions or concerns, please contact our office at 302.531.0855, 800.346.4646 or orders@incserv.com.

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Don’t Forget! – Delaware June 1st deadline approaching

Delaware, Don't Forget!The Delaware 2017 Limited Liability Company, Limited Partnership and General Partnership taxes are due on or before June 1, 2018. For more information, click here.  The Delaware 1st quarter taxes for Corporations are also due on or before June 1, 2018.

Taxes can be paid by:

Logging into Snapshot™, click here.  (LLC, LP and GP taxes can be paid in SnapShot™; quarterly taxes cannot)

Calling Incserv to assist (800.346.4646)

Going directly to the state website.

Sign up for ARFS now to allow Incserv to keep you in good standing; let us do the remembering for you!

Karen Elliott, Assistant Vice President of Client Development