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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

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Jurisdictional Closures for June 2018

ClosuresPlease see the list below for Jurisdictional Closures for June.  Dates and information are subject to change.

Date: Holiday: State:
June 4th Jefferson Davis’ Birthday AL
June 11th King Kamehameha I Day HI
June 20th West Virginia Day WV

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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What is needed to keep my Delaware Company in Compliance?

Delaware CompanyWith a Delaware company, you may find that you receive several payment requests from your Registered Agent for different services, and it may not be clear what those services are.  This blog helps clarify what those invoices are for.  There are two types of payments that need to be made each year.

State of Delaware Annual Franchise Tax:  Each company is required to pay an annual franchise tax to the State of Delaware.  Each year, you will receive a notice from your Registered Agent on behalf of the Delaware informing you of the tax payment requirement.

CORPORATION:  Due on or before March 1st of each year, and also requires and annual report to be filed. You will receive this notice from our office mid-end of December each year.

LLC/LP:  Due on or before June 1st of each year. You will receive this notice from your Registered Agent mid-end of April each year.

For more information, see our blog on Delaware franchise tax payments.  Click here.

Delaware Statutory Registered Agent:  This is the service fee to represent the company as the Registered Agent in Delaware. This is billed annually; typically renewing on the date of our appointment. Every company formed or qualified within most States are required to appoint a Registered Agent with the Secretary of State. A Registered Agent is the company or individual named to receive Service of Process and all official notices from the jurisdiction on behalf of the company.

For more information on the role of the Registered Agent, see our blog.

How can I make this process easier?Delaware company

There are a few ways to simplify this process and reduce the number of invoices you receive.

  • If you have multiple entities, synch all your entities to the same date. Rather than receive invoices on the anniversary of the appointment, which could be scattered throughout the year, synch these invoices to one date (e.g. January 1).  Or, you could synch the invoices to be received around the same time as your annual tax notice.
  • Sign up for our Annual Report Filing Services (ARFS). With this service, for a small annual fee, we will make sure your tax payment is made.  To learn more about this service click here.

Amy Balke, Accounting Manager

 

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Closed May 28th – Memorial Day

memorial dayAll Incserv offices will be closed on Monday, May 28, 2018, in observance of Memorial Day and will

resume normal business hours on Tuesday, May 29, 2018 at 8:30 AM (ET).

 Have a Safe and Happy Memorial Day Weekend!

 

 

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Franchise Tax & Annual Report Filing – Incserv’s Annual Report Filing Service through Snapshot™

Did you know you can file your Delaware Annual Report through Snapshot™?  You can!  Just click on “Franchise Tax & Annual Reports” in the top gray navigation bar, or choose the third icon on the page, “File an Annual Report in a snap.”

Annual Report

There are several perks to filing through Snapshot™.

  1. It’s really easy! Everything’s on one page, there are helpful “What is This?” links on each section.
  2. You can easily copy the principal place of business address into the other address sections with just a click of a button!
  3. A copy of the report that was filed is saved for you! If you file via Snapshot™, you can pull a copy whenever you need it, at no charge, including the second page with the valuable stock and asset information.
  4. Snapshot™ saves the information you entered on the online form, making it really easy to file the following year since all you have to do is review the data on the form, make any changes, and proceed!  For more information on the benefits of Annual Report filing in Snapshot™, check out our previous five-part blog that starts here.

One of our most popular enhanced services is our Annual Report Filing Service (ARFS).  Don’t want to have to worry about filing your report yourself this year?  Let us do it!  With ARFS, we take care of everything for you.  And you can add ARFS right from Snapshot™!  Simply go to the Entities table (use the “Entities” link on the top gray navigation bar), locate the entity you’d like to add ARFS to, and click “Add” in the Annual Report Services column for that entity.  You will be directed to a form where you can choose to add our Annual Report Filing Service.  Snapshot™ will even prorate your invoice so it matches up to your current registered agent billing period!

If you have several entities you would like to add ARFS, you may want to email us at arfs@incserv.com and we can assist you with this!

Sara Flanagan, Systems Analyst

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Don’t Forget! – Delaware LLC, LP & GP Taxes Due June 1st

taxesDomestic and Foreign Alternative Entity Taxes Coming Due

The Delaware 2017 Limited Liability Company, Limited Partnership and General Partnership taxes are due on or before June 1, 2018. The tax is $300 per entity and there is no requirement to file an Annual Report.  Annual taxes are assessed if the entity is active in the records of the Division of Corporations anytime during January 1st through December 31st of the current tax year.  If not paid by June 1, a penalty is assessed and interest will begin to accrue.  The company will no longer be in good standing if this fee is not paid and can even be at risk of being voided.

Annual Taxes can be paid by:

Logging into Snapshot™ (https://snapshot.incserv.com/login.aspx)

Calling Incserv to assist (800.346.4646)

Going directly to the state website (https://corp.delaware.gov/paytaxes.shtml)

Incserv also provides a service for paying annual taxes for you each year, contact us and ask about ARFS for your alternative entity.

Rose Redman, Quality Assurance and Employee Development Manager