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What’s in a name? New Delaware Naming Regulations

If you form entities frequently, you may have noticed the State of Delaware has increased their scrutiny of entity names.  Names which seem innocent initially may be stopped because of alternative, or unintended meanings:  if your entity has “CBD”, “Illegal”, or “Gun” in the name will mostly likely get suspended at the state.  Think “The Straight Dope, LLC” is a good name for your new blogging LLC?  Think again!  A new regulation published by the State in October offers a clearer explanation of is and is not allowed.

Origin

The issue began in April, 2019, when Illegal Pete’s, a Colorado food chain serving Mexican food, filed to relocate in Delaware.  Delaware Secretary of State suspended the filing based on the “negative connotation” of using the “Illegal” name “that might cause harm to the interests of the public or the state”, though there is wide precedent for using “Illegal” in other entities in Delaware.  This denial set off a lawsuit with Illegal Pete’s arguing an infringement on their First  Amendment rights, while Delaware arguing they have a right to promote and protect the integrity of the industry.

Delaware Response

In response to the lawsuit, and to make their position more defensible in the future, Delaware created a regulation which offers guidelines over what is not permitted in entity naming.  The regulations are designed to give the Division of Corporations broad power in suspending filings for further review.  Naming cannot contain words that:

  • “discriminate against…any of the protected classes”
  • “facilitate, incite or foster any criminal act or offense as prohibited under Delaware law” and further clarifies those acts which are more closely monitored
  • “cause public deception or confusion or difficulty in administration”
  • “likely to mislead the public about the business purpose of the business entity”
  • “likely to lead to a pattern and practice of abuse that would cause harm to the interests of the public or Delaware”

Results

While the regulation may be well intentioned, it’s existence has done little to settle the confusion for the filing industry.

  • Inconsistency in suspensions: We have found that names might be acceptable for some State filing agents, but others will suspend or outright reject a name.
  • Unpredictable results: Preclearing a filing does not ensure it won’t be suspended for naming.  This can be especially troublesome if a document is precleared for a merger that must take place on a certain date, then the filing is suspended when the document is pushed through.
  • Avoidance of Delaware: Delaware is known to be a fast in filing documents and business friendly.  This regulation raises doubts about the speed of filings, and may be a signal of the direction the state is heading.

So, what happened to Illegal Pete’s?

Illegal Pete’s eventually won their case and were permitted to file in Delaware.  However, after winning the case, the owner, Pete Turner, decided he would stay in Colorado after all.  “This was a reminder that Illegal Pete’s always has been and always will be a Colorado company,” Turner said in the release.  In the end, Delaware got what it wanted — Illegal Pete’s didn’t domesticate in Delaware — but did Delaware really win?

Referenced Links:

https://www.delawareonline.com/story/money/business/2019/04/24/delaware-says-no-chain-restaurants-because-its-name/3560292002/

https://www.denverpost.com/2019/11/05/illegal-petes-colorado-company-delaware-lawsuit/

http://regulations.delaware.gov/register/october2019/final/23%20DE%20Reg%20323%2010-01-19.pdf

Joshua Twilley, President

Delaware Incserv blog

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Jurisdictional Closures for December 2019

Please see the list below for Jurisdictional Closures for December.  Dates and information are subject to change.     

Date:                              Holiday:                                        State:

Dec 24th                        Washington’s Birthday               GA, IN (observed)

Dec 24th                        Christmas Eve                              AR, KY, MI, NC, ND(closing a noon) OK, SC, TN, TX, WI

Dec 25th                       Christmas Day                              All national, state and local offices are closed

Dec 26th                        Day after Christmas                    NC, SC

Dec 31st                        New Year’s Eve                             KY, MI

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.

closures Incserv blog

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A Recipe for Making Your Company Run Like Gravy

As the holidays approach, one thing many of us consider is how many people is too many at the Thanksgiving table? Sure we all love grandma and grandpa, but we all have that hesitation with the crazy aunt or weird uncle. Similarly, having too many people handling your company can be overwhelming. But deciphering when you can take the reins and when to let go and let someone else steer is tough. One burning question that Registered Agent companies often receive from clients is, “Can I be my own registered agent?” The answer is yes; however, there are specific ingredients needed to legally operate your business and they must be followed in order to keep in compliance with the state statutes.

Where’s Your Table?

Just like your Thanksgiving meal, your company must have a physical location in the state in which you are conducting business. The reason being is service of process and state/government mail must be able to be delivered to a person at all times. You can have an employee/representative in that particular state, but you also must be willing to permit that person to accept service of process and state/government mail, and rely on them to handle properly.  Additionally, registered agents are also required to keep normal business hours so that any service of process or state/ government mail can be delivered to a person.

Who’s at the Table?

Due to the infrastructure of your company, you may need to have a registered agent in place. For example, if your pumpkin pie company operates out of your home, this could mean your home address would need to be your physical address on file with the state, and available as public record. In short, a process server, litigant, or even sheriff could serve documents, not cranberry sauce, to your front door. Having a registered agent keeps your private life private, and your business fully operational.

Cost Per Plate

Third, being your own registered agent also leaves you as the centerpiece for remembering any annual reports, statements of information, annual list of officers, etc. and paying your taxes every year. Because you do not have a registered agent, all notices and reminders will be sent directly to you, rather than having the added help of a reminder from a third party.

The Main Course

Of course, there are multiple benefits to having a registered agent even if you are physically located in the state in which you are conducting business. For example, for states such as Delaware, an LLC that is one day late paying their Annual Franchise Tax is assessed a $200 penalty plus interest that accrues monthly. Having a registered agent on file and taking care of these items for you, for an additional fee, could eliminate the possibility of late payments/filings. Incorporating Services, Ltd. offers such as service called Annual report Filing Service (ARFS) for an additional yearly fee. Furthermore, your registered agent can conduct UCC searches, retrieve Good Standing Certificates, complete formation/qualification documents, among a cornucopia of other documents. Incorporating Services, Ltd. can also assist you with registering your boats that are sailing toward Plymouth Rock!

All the Fixings

Keep in mind, whether you act as your own registered agent or you hire a registered agent company to provide you with representation, address changes are vital in keeping your entity in compliance. When a-dressing the contact updates, don’t forget to include your contact’s name, physical address, telephone number, email address, and fax number (if possible).

Amanda Archambault, Registered Agent Associate

Company Incserv blog

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Florida Secretary of State Office is Moving

Division of Corporations in the State of Florida is moving their offices.

The move will be complete by November 25, 2019.

Their new offices will be located at 2415 North Monroe Street, Suite 810, Tallahassee, Florida 32303.

This move will not affect the day-to-day operations between Incserv and the Division of Corporations.

Please feel free to contact us at florders@incserv.com or 800-699-9673 with any questions/concerns.

Office Incserv blog

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Snapshot: New Look. New Features. A Better Way to Manage Your Business. Pt 3

One of our most-loved features is our Entity Compliance service, ARFS (short for Annual Report Filing Service).  We’ve been fine-tuning the compliance process recently, and one of these tweaks involves how our Entity Compliance section in Snapshot works.

If you have a company enrolled in ARFS, you will see “Entity Compliance” on your side navigation rather than the option to file your annual report.  If you’ve been here before, you’ll find this section looks very different – and much improved, especially if you have more than one company with ARFS!

Each year, we require you to update or verify that the information we have on your companies is correct.  This allows us to ensure we’re filing your required reports with accurate information.  Previously, it was confusing to understand what companies were being updated with the information you were entering.  This is due to how the information is stored.  Although the data is being stored in the same way, it is much clearer as to what information is being updated as well as which companies still need your attention.

The layout

  • Your entities are now listed out by name rather than in an overwhelming table. If you have quite a few compliance companies with Incserv (or even just one company qualified in many states), the table could be confusing and a bit intimidating if you weren’t used to it.
  • See a duplicate name in the list? Punctuation makes a name different, so if you have a few entities with a comma in its name and one without a comma, each will show up.

Get us the info we need to file

  • A red circle and “Needs Review” will alert you to the companies that need their intake form updated or verified.
  • Click the “…” on the bottom of each section to expand it to get more information about which entities will be updated.
  • Ready to complete the information? Select a company and click “VERIFY OR UPDATE INTAKE FORM” to proceed to the form.
  • Complete the form. If you’ve been here before, you’ll find most of the information is the same, it’s just laid out better and easier to complete.

State-specific info

  • Continuing from the first page may lead you to a brand new page – the State Specific Information page!
  • Some states require more than just the basic information in order to file.
  • Completing this information minimizes reach-outs, which saves you time in the end since we gather this data all at the same time.
  • Don’t see this page? No worries – likely the states you are registered in don’t have any extra questions.  Snapshot only asks you questions relating to the states you do business in.

Am I done?

  • Once you submit the form, Snapshot takes you back to the Entity Compliance Overview page. You’ll notice the one you just completed has a green circle and tells you the information was last reviewed today.
  • If you have more than one company, you can easily keep track of which ones you still have to do by handling the ones that have the red circle or that say “Needs Review.”
  • *Time Saver!* Is all of your compliance information the same from company to company? Use our “Copy” function at the top of the intake form to easily copy all of the information from one company to another!  This cuts down on the time it takes to complete the information considerably.

My info is all the same as last year – do I still need to do this?

  • Yes – we do require you to verify the data is correct. We encourage you to read through the form and submit it back to us.  This ensures that we know there were no changes in the information.

Whenever you update your compliance data, Snapshot lets us know so we can be sure we’re filing with the most up-to-date information possible.  Look for our annual compliance letter to reach you via email soon (if you haven’t received it already) or feel free to login today to update or verify your information!

Questions?  Give us a call at 800-346-4646 or email us – we’ll be happy to walk you through the Entity Compliance section or answer any questions you may have!

Sara Flanagan, Systems Analyst

Compliance  Incserv blog

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Holiday Closures for Thanksgiving

Incserv will be closing at 5:00 pm (ET) on Wednesday, November 27th and will be closed on Thursday, November 28th and Friday, November 29th in observance of the Thanksgiving Holiday.

If you anticipate special needs between 5:00 pm and 8:00 pm (ET) on Wednesday, November 27th, please contact Incserv in advance so a Client Services Representative may work with you to ensure your needs are met.

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

Thanksgiving Incserv blog
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Thinking about Expanding your Business into Canada? Part-One

If you’re thinking about doing business in Canada, you will need to register there just like you would in any state you do business in.  Feeling lost?  Follow these basic steps to get you started and help you decide what type of incorporation you might need to file.  And don’t worry – if this seems overwhelming, you can always contact us – we can help you with every step along the way!

Step 1: Name your Business

The first step is to choose what name you want to use for your business.  Once you have decided on a name, perform a search to see if that name is available.

Step 2:  Get a Business Number (BN) or a NEQ (Quebec only)

A business number (BN) is a 9-digit account number that will forever identify your company to federal and provincial government.  This is similar to the United States’ EIN.  For more information on registering for a BN, visit the Government of Canada’s page on online business registrations.

A Quebec Enterprise Number (NEQ) is required if you’re incorporating in Quebec. Similar, to the BN, it is a 10-digit identifier assigned to a Quebec company.  For more information on NEQ and to register, visit Quebec’s entity registration page.

Step 3:   Decide if you want to incorporate Federally or Provincially.

All businesses in Canada have the option to incorporate federally or provincially. The decision is yours in the end and what works best for your business.

A federal incorporation lets you do business under the same name in all provinces and territories, with an increased business name protection.  The federal level is a little more expensive, more work to setup and must meet the residential Board of Directors requirements. Federal incorporations can be filed online. Learn more about the benefits of federal incorporation.

A provincial incorporation must be filed in a particular province or territory; you are only allowed to operate your business in that jurisdiction, and your business name will not be protected from use in other jurisdictions.  A provincial incorporation is similar to how registering in the United States is – an entity can only do business in the state(s) it is formed or qualified to do business in.  Incorporating provincially has the potential to cause problems for your business looking to expand down the road, but it is not as expensive as a federal incorporation.  Provincial incorporations can be done online as well, but because each province has a different process, you’ll need to use that province’s online portal to file.

Registering to do business in Canada can be confusing – let us help!  If you have any questions or need assistance filing a Canada business, please contact Incserv at orders@incserv.com or 800.346.4646.  We’ll be happy to help you navigate this process!

Note: This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Canada Incserv blog

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Veterans Day – November 11, 2019

On Monday, November 11, 2019, most jurisdictions will be closed in observance of Veterans Day.  However, all Incserv offices will be available between the hours of 8:30 am – 5:00 pm (ET) to provide you with services that are obtainable.

Incserv has electronic access to many jurisdictions and is able to perform electronic searches, filings and document retrievals, as such access allows.

If you have questions pertaining to what services are available in a specific jurisdiction or if you anticipate special needs between 5:00 pm and 8:00 pm (ET) on this day, please contact Incserv in advance so a Client Services Representative may work with you to ensure your needs are met.

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

Veterans Incserv blog