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What is a Registered Agent and Why Are They Important?

A Registered Agent is the company or person you designate to receive legal and tax notices for your company. Most jurisdictions legally require entities such as corporations and limited liability companies (LLCs) to list a company or individual physically located within the jurisdiction and available normal business hours to serve as this point of contact. Resident agent, statutory agent, and statutory representation are some of the additional titles a registered agent may go by.

So, why is a registered agent important? Well, aside from the legal requirement telling you that you have to have one (which in my book makes them kind of important), a registered agent helps you sustain your business by providing important documents and notices to keep you compliant in the jurisdictions you formed or qualified to do business in. Since these documents and notices usually require an action within a limited amount of time, it’s imperative your agent always has up-to-date contact information for you.

As mentioned earlier, the registered agent will receive and forward important legal and governmental documents and notices. In the case of legal documents such as Service of Process (SOP), you may have only a few days to respond to a summons. If your agent doesn’t have your current contact information, important response dates could be missed, resulting in significant legal repercussions. The same holds true for annual report and franchise tax notices. Invalid contact information may equate to a missed filing date and major headache, with late fees, penalties, and interest continually accruing.

Not only is keeping your registered agent up-to-date with current contact information for your entity important, but so is ensuring your annual registered agent fees are paid. Failure to maintain a registered agent may result in your agent resigning. When an agent resigns, the company is no longer considered to be in good standing with the jurisdiction and you risk losing the legal protections your entity may provide you. Returning to good standing with the jurisdiction then usually requires additional fees and may even involve filing new documents. So, why risk it?

If you have any questions or need assistance with Registered Agent Services, feel free to reach out to us.  We’re always happy to help!

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Jurisdictional Closures for February 2020

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

Date Holiday State
Feb 12th Lincoln’s Birthday CT, IL, MO, NY
Feb 17th President’s Day
(Washington/Jefferson/Lincoln)
AL, AK, AZ, AR, CA, CO, CT, DC, HI, ID, IL, ME, MD, MA, MI, MN, MS, MO, MT, NE, NV, NH, NJ, NY, ND, OH, OK, OR, PA, SC, SD, TN, TX, UT, VT, VA, WA, WV, WY
Feb 25th Mardi Gras Day AL (Baldwin & Mobile Counties only), LA


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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Delaware Annual Report & Franchise Tax

Delaware is one of the jurisdictions which require annual report filings and franchise tax payments.  The deadline of March 1 is quickly approaching, so today, we decided to answer a few basic questions…

Where are the annual report & franchise tax notices sent? In Delaware, annual report and franchise tax notices are sent to the agent of record, also known as your registered agent. The registered agent is then responsible for passing the notice along to you. This is one of the major reasons it’s imperative to keep your registered agent up to date with the most current contact information for your entity.

How and when are the Delaware annual report & franchise tax notices sent?  Annual tax notices for domestic Delaware corporations have been sent either by e-mail or First Class Mail.  Incserv completed their mailings on 12/20/2019.  If you have not yet received your notice, please contact your registered agent.

How can I file my Delaware annual report? The State of Delaware Division of Corporations requires all Delaware annual reports for profit corporations be filed online. This can be done by visiting the Division of Corporation’s website at www.corp.delaware.gov or by utilizing a registered agent. When utilizing a registered agent, you can have the agent file for you or use their filing portal that is tied directly to the State’s system (ours is Snapshot™ – if you want to know more about it, click here).

If you have any questions or need assistance with filing a Delaware annual report or paying Delaware franchise tax, feel free to reach out to us. We’re here to help!

Rose Redman, Assistant Vice President Operations

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Where to File UCCs in Washington, DC

We were recently asked about UCC searches and where to search and subsequently file in the District of Columbia. Here’s a brief but valuable description that we shared with our client:

Security interest filings in Washington, DC are filed with the Recorder of Deeds (ROD).  If you have a UCC against real property, better known as a “fixture filing”, this would be filed in the land records of the ROD, while vast majority are found in the “chattel” records (yes, DC still uses the word chattel).   You may also search for Federal and DC tax liens and judgments at the ROD.

While most UCC’s filed at DCROD are “Chattel” records, those who wish to file a UCC Fixture filing against Real Estate must attach the Tax ID Number of the property in form of Square & Lot of the address. In most cases, Square and Lot is a four digit number followed by another four digit number.

DC Recorder requires on all UCC-3’s, for the first debtor on the UCC-1 to be listed down in #10 Optional Filer Reference Data. Those without a debtor listed there will be rejected by the DC Recorder.

DC Requires the 2011 Revised UCC forms.

DCROD Does not provide Certified Searches. Because of minor name variations, to get the most accurate search, it’s always best to use a local searcher who knows all of the local wildcards and tricks.

The District is also known to be the default place for filing of UCC’s against foreign entities doing business in the US.  Not sure where the company is doing business?  Just try searching the DC Recorder of Deeds!

For assistance in Washington, DC with UCC searching or filing or to learn more about any of the services available from our office, contact our DC office directly via email to dcorders@incserv.com.

The information within this post is intended for general information purposes only. Incserv and its employees cannot offer legal or financial advice. Please consult with your legal counsel for assistance in how this information may or may not affect you and your business prior to making any decisions. The above information (and any attachments) should be judged accordingly.

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Closed Martin Luther King Day

All Incserv offices will be closed on Monday, January 20, 2020, in observance of Martin Luther King Day and will resume normal business hours on Tuesday, January 21, 2020 at 8:30 AM (ET).
 
Have a Safe and Happy Holiday Weekend!
 
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Thinking about Expanding your Business into Canada? Part-two

In part-one of our blog series we covered the basic steps to get you started and help you decide what type of incorporation you might need to file. In part-two we are covering registering your business for the Goods and Service Tax/Harmonized Sales Tax (GST/HST) account.

GST/HST registration is mandatory for all business in Canada except for those deemed small supplier businesses.  Small supplier is determined and based on the businesses total taxable revenue for the year and the type of business. Note, even if your business does qualify as a small supplier you can register anyway for a GST/HST account.  This will allow you to reclaim a portion of taxes paid on your business, refunded by the government. For more information on registering your business for a GST/HST account and if your business is exempt click here.

If your business is registered in Quebec, you also need to register with the Revenue of Quebec.

We’ll be happy to help you navigate this process! If you have any questions or need assistance, please contact Incserv at orders@incserv.com or 800.346.4646.

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

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New Year, New You: Avoiding Administrative Dissolutions/Revocations

5…4…3…2…1. It’s a brand new year which means you will be making resolutions and vowing to lose those extra few pounds lingering from Grandma’s homemade Christmas cookies. But after the confetti has fallen and the party is over comes one of the busiest times of the year for business. Most especially, Delaware corporation owners are preparing to submit their Annual Reports and Franchise Tax payments. However, Delaware is not the only state that requires additional paperwork and/or tax payments to stay in compliance. While many are concerned with hitting the gym, some neglect completing that necessary paperwork causing their entities to fall out of compliance.

So what does administratively dissolved/revoked mean? Across the country, states may have different names for this action, but for the most part, administratively dissolved, revoked, terminated, etc. means the state has taken action and rendered your company unable to legally conduct business due to not submitting an annual report, paying your annual taxes, maintaining a registered agent, etc. Most often, removing your entity from this status will require payment and/or any additional filings. Being in an administratively dissolved status can also cause problems when trying to qualify in other states, open banking accounts, and other actions that require your company to be in good standing. Below are some tips to help you keep from failing those New Year’s Resolutions and your business from being Administratively Dissolved/Revoked.

Choose Realistic Resolutions

When choosing a fresh start for the year, make sure to choose goals that are attainable. For example, choosing a registered agent company who is just as dedicated to seeing your company succeed as you are is a great place to start. Incorporating Services, Ltd. offers additional programs such as Annual Report Filing Service (ARFS) and Annual Report Monitoring Service (ARMS) to remind you that your Annual Report is due and even take care of preparing and filing the document for you. This service alleviates having to remember the various dates that your report(s) is due in each state and minimizes the chance of your company being administratively dissolved.

Make a Plan

For most states, you can mark on a calendar when all important documents and tax payments are due. For instance, Annual Reports and Tax payments for Delaware corporations are ALWAYS due on March 1st. Tax payments for Delaware LLCs, LPs, and LLPs are ALWAYS due on June 1st. Even your registered agent company has a specific renewal month for your annual renewal bill. Although reminders will be sent by either the state or your registered agent, there is always the possibility of reminders getting lost in the mail or an email address being incorrect. Furthermore, some states do not send reminders at all, thus having those dates already on a calendar is a great back up plan. If you have questions about when your reports/payments are due, you can always call your registered agent company to assist you.

Keep an Open Dialogue with Your Registered Agent Company

One of the biggest opportunities for growth between a registered agent company and its clients is open communication. All business owners understand that with priorities such as changing locations or training new employees, the last thing on anyone’s mind is: ”I need to call my registered agent to update them of this change.” However, not knowing a new address or a new contact’s email/mailing address makes it difficult to successfully send reminder notices. One strategy Incorporating Services, Ltd. uses to combat this issue is by providing an Entity Contact Update form with all Annual Renewal Invoices. Simply fill out the paper and return by mail, email, fax, or login into our client portal, Snapshot. This ensures that if your company has moved or if a new employee is taking the reins all communication will be maintained as effortlessly as possible so as to keep your entity in good standing.

If You Do Fail, Don’t Panic

Let’s be real, we are all human and we sometimes fail. If you do forget to file that report or pay those taxes, Incorporating Services, Ltd. is fully equipped to file the necessary documentation to get your company out of administrative dissolution and back into good standing. For additional information, please call (800) 346-4646 or email radiv@incserv.com or orders@incserv.com.

Amanda Archambault, Registered Agent Associate

 

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