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Incserv December 1, 2017 No Comments

Delaware Annual Report & Franchise Tax – Help! Part Three

Today, in Part Three of our Delaware Annual Report & Franchise Tax Series, we continue to delve into the specifics of completing a Delaware annual report. If you’re new to the Delaware Annual Report & Franchise Tax Series, click here to start at the beginning.

When completing the Delaware annual report for a domestic profit corporation, certain information is mandatory for all filers. Once filed, this information is considered public record, with the exception of the gross assets and issued shares.

End of fiscal year date – For corporations not using the last day of the calendar year, the date will need to be updated to specify your corporation’s fiscal year end date.
Principal place of business address and phone number – This is the physical location of the principal place of business for the location. Delaware Law requires the city, town, street and number. A post office box address is not accepted. You may use an international address.
One officer – Only one officer is required, though additional officers may be added. The first and last name, title, and address of the officer are required. The officer authorizing the report must be listed.
All directors – The names and addresses of all the directors as of the filing date of the annual report must be listed. The only exception to this rule is for an initial Delaware annual report or a Delaware annual report being filed in conjunction with a dissolution pursuant to Section 274 or 275(c) of Title 8.
Signature line – The name, title, and address (no PO Boxes allowed) of the authorizing person must be listed.
Gross assets & issued shares – When filing a Delaware annual report for a corporation not considered minimum stock, calculation information is also required. This includes total gross assets and issued shares.

Be sure to check back weekly or subscribe to the blog to follow along with the series. Next week we will begin to break down Delaware franchise taxes. As always, if you have a question in the meantime, feel free to reach out to us. We’d be happy to help you out!

Incserv November 24, 2017 No Comments

Delaware Annual Report & Franchise Tax – Help! Part Two

Last week we started off the Delaware Annual Report & Franchise Tax Series with the basics. If you missed the first blog, click here to get caught up. This week we’ll dig a little deeper into the Delaware annual report, as it pertains to profit corporations.

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? In Delaware, the registered agent may send corporate annual report and franchise tax notices to you via email or regular mail. Notices usually begin going out to Delaware corporations at the end of December or beginning of January.

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).

Be sure to check back weekly or subscribe to the blog so you don’t miss out on the rest of the details. Next week we will continue the series and talk more about the details of completing a Delaware annual report. Of course, if you have a question in the meantime, feel free to reach out to us. We’d be happy to help you out!

Incserv November 22, 2017 No Comments

Embassy of the People’s Republic of China Legalization Request Form Updated

The Embassy of the People’s Republic of China legalization request form has recently been updated. Per the Embassy of the People’s Republic of China:

Please be advised that ALL authentication applicants are required to use the new Form from November 15, 2017. Please fill out the form truthfully, completely and clearly in Capitalized English on the computer and use either an inkjet or laser printer to print the completed form. Previous version form will no longer be accepted after November 15, 2017.Embassy of the People’s Republic of China

Please note, the new form requires the “destination…”. As per Embassy representatives, this information would require indicating the exact city in China for which the documents will be used. There is a chance that if your document will be specifically used in Taiwan, Hong Kong or Macau, your document may be rejected, as the embassy will require you to follow the legalization procedures for those particular destinations.

Click here to download a copy of the new legalization form for the Chinese Embassy.

If you have any questions about the change or need assistance with legalization work, please feel free to reach out to us! We’re always happy to help you.

Incserv November 15, 2017 No Comments

Delaware Annual Report & Franchise Tax – Help! Part One

Last week when we discussed Annual Report Services (click here to read that blog), we mentioned most jurisdictions have annual filing and/or tax requirements. Delaware is one of those jurisdictions that requires annual report filings and franchise tax payments. Depending on the entity type, both may be required or just one…but, we’ll get into those details later. Since Delaware also happens to be the jurisdiction we seem to get the most questions about, we decided to tackle the subject in a series of blogs. Today we’ll start by answering just a few basic questions…

What is a Delaware Annual Report? This is a document filed annually with the State of Delaware Division of Corporations detailing pertinent company details. Information such as the Principal Place of Business, Officer and Director details, and stock information are included on the annual report. The stock information provided helps to determine the annual franchise tax due. Not all entities are required to file an annual report.

What is franchise tax? Franchise taxes are an annual fee paid to the State of Delaware Division of Corporations for your entity. For corporations, the franchise tax fee is based on authorized shares. For alternative entities, such as LLCs, the fee is a flat rate. Most entities are required to pay a franchise tax.

What entity types file an annual report and/or pay franchise taxes? When are they due?

Entity Type	Annual Report	Franchise Tax	Due Date
Domestic Corporations	Yes	Yes	March 1st
Exempt Domestic Corporations	Yes	No	March 1^st
Domestic Limited Liability Companies	No	Yes	June 1^st
Domestic Limited Partnerships	No	Yes	June 1^st
Foreign Corporations	Yes	Yes	June 30^th
Foreign Limited Liability Companies	No	Yes	June 1^st
Foreign Limited Partnerships	No	Yes	June 1^st
Delaware Statutory Trusts	No	No	N/A

As mentioned above, these are just the basics. Over the next few weeks, we will continue to discuss Delaware annual reports and franchise taxes in more detail. Be sure to check back weekly or subscribe to the blog so you don’t miss out! Of course, if you have a question in the meantime, feel free to reach out to us. We’d be happy to help you out!

Incserv November 10, 2017 No Comments

Tell Me More About Annual Report Services

Annual Report Services are one of the truly invaluable ancillary services we offer our registered agent clients.

Most jurisdictions have annual filing and/or tax requirements. In order to stay in good standing and maintain any legal protections your entity may provide, it’s important these obligations are fulfilled.

Why are Annual Report Services so invaluable?

For reasons we mentioned above, it’s important for your entity to remain active and in good standing. Failure to do so may result in penalty fees, a loss of good standing, and could ultimately find your entity involuntarily dissolved or its authority revoked. While it is usually possible to recover from these situations, it can be a major headache and the costs can really add up. So, why chance it? Annual Report Services are often compared to insurance, as they help insure you don’t miss these crucial deadlines.

To assist with remaining compliant, we offer two options for Annual Report Services:

Option One – Annual Report Monitoring Service (ARMS)

Annual Report Monitoring Service is a reminder service for those do-it-yourselfers who just want a friendly reminder when obligations are due for their entities. With ARMS, we will remind you 60 days ahead of the due date and again 30 days prior. When you get the reminder, you can either fulfill the obligation on your own or tell us you’d like us to handle it for you.

Option Two – Annual Report Filing Service (ARFS)

Annual Report Filing Service is an automated service for those of you who don’t want to worry about it. Think of it as the “auto-pay” feature for your credit card or electric bill. With ARFS, we proactively gather the information we will need to complete any annual filing requirements. When the due date(s) roll around, we prepare and file any reports and/or make annual payments, as well as send you proof of compliance and upload it to your Snapshot account (as available).

If you have any additional questions about or need assistance signing up for one of our Annual Report Services, feel free to reach out to us. We’re here to help make your life easier!

Incserv November 7, 2017 No Comments

Vietnam – The Next Outsourcing Powerhouse

We’ve recently seen an uptick in document legalization requests for Vietnam, which piqued our curiosity and led to some research. Did you know Vietnam is emerging as the next outsourcing powerhouse? According to Nikkei Asian Review, “The IT Outsourcing Conference 2017 in Ho Chi Minh City attracted some 500 representatives from international and local companies. On the agenda for the second such event: turning what is already one of Southeast Asia’s hottest outsourcing destinations into a true go-to hub.” To read the full story, click here, and as always, feel free to reach out to us should you need assistance with document legalization.

Incserv October 25, 2017 No Comments

How to Appoint an Independent Manager or Director in 3 Easy Steps

Appointing an Independent Manager or Director is an easy three step process. Chances are if you’re reading this, you already know what an Independent Manager or Director is and why you need one. So, the only question that remains is ‘How do I appoint an Independent Manager?’ (If you need a crash course in the what and why, you may want to check out one of our previous blogs about the topic by clicking here and/or here.)

Step One – Operating Agreement Review
Once you’ve reached out to us to inquire about appointing independent representation, you will need to provide us with a copy of the operating agreement, for review.

Step Two – The Contract
Next, we will provide you with a contract for the independent representation engagement, tailored to your specific needs. If it’s not already included within the operating agreement, you will also need to provide us the lender contact information at this time.

Step Three – Payment and Filing
Finally, when the independent representation contract is agreed upon, payment will be due, and we will sign the operating agreement.

We understand Independent Manager and Director engagements are time sensitive, so we do everything we can to make the process as quick, smooth, and seamless as possible. If you have any questions or need additional information regarding Independent Representation, please feel free to reach out to us.

Incserv October 18, 2017 No Comments

Tell Me More About Virtual Office Service

“Tell me more about Virtual Office Service and its benefits” is a statement we often hear from our clients when they’re placing

orders. Today’s blog tells you more about Virtual Office Service and will give you what many consider to be the top three benefits of using a virtual office address for your business.

Let’s start with the top three benefits of using a virtual office address for your company:

PRIVACY PROTECTION
Thanks to internet maps, you can plug in any street address and within seconds zoom in to street level to see exactly where the place is and what it looks like. Awesome, right? Not always. Say you work from your home… Do you really want potential clients or customers showing up on your doorstep at dinnertime? No, thank you.

ENHANCED CREDIBILITY
Time to thank those maps again. The truth of the matter is that a residential address just doesn’t carry the same weight as a commercial business address. The competition is tough enough these days. So, why lose out on potential business over something as easy to fix as the address.

COST SAVINGS
What business owner do you know who isn’t willing to save on overhead costs? With technology making it so easy to work from home or on the go, why pay for space you aren’t regularly using or simply don’t even need? And since we’ve already determined your residential address isn’t the best choice (see above), a virtual office could be the answer you’re looking for.

As one of Incserv’s Enhanced Registered Agent Services, Virtual Office Service provides your business with a commercial business address and unique suite number for all of your business needs. Both Delaware and Washington, DC addresses are available. Included with the service are Mail Forwarding Services, a general phone and fax number, and the right to post your business license on the premises. Traditional or electronic mail forwarding options are available. Special suite usage may also be available depending on your specialized needs.

As always, if you have any additional questions about or want to get started using a virtual office, just reach out to us! We’re always eager to help!

Incserv October 11, 2017 No Comments

Independent Manager – Why?

In our blog “What is an Independent Manager?” we briefly touched on why an LLC would appoint an Independent Manager. Before we dig a little deeper into the why of Independent Representation – did you know there are other names this special role goes by, dependent upon the type of entity? Independent Director, Springing Member, and Special Member are some of the other terms you will hear when referring to this special type of representation within a company’s board. An Independent Director and a Springing Member are both types of Special Members. A Springing Member is a member that sits dormant until an event triggers the need to bring the Member into action. This could then cause them to be an Independent Manager. For the sake of this blog, we’ll stick to discussing an Independent Manager on an LLC’s board of managers.

So, why appoint someone to this special role? There are various reasons for appointing this position, but a common motive for appointment is to protect the lender. As an independent party with no financial relationship with the LLC, an Independent Manager simply fulfills their obligation as indicated in the operating agreement. This section of the operating agreement is drafted with consent by the lending party, so this independent party acts as a representative for the financial institution.

As long as there is a debt held by the lender or financial institution, the Independent Manager would remain active and required to vote in the interest of the lender or financial institution, including voting against bankruptcy, thus safeguarding the lender.

While the situations and names may vary, the role is rather consistent. If you have any questions about or need to appoint Independent Representation, just give us a call or email us.

Incserv October 2, 2017 No Comments

Legislative Changes in Nevada

Below is information we recently received through the National Public Records Research Association (NPRRA) concerning legislative changes in Nevada. As an active member of the NPRRA, one of the many benefits is the continuous flow of information such as this between members regarding changes in policy, law, and processing of public records searching and filing across the US.

Notice of 2017 Legislative Impacts The 2017 Legislative session imposed several changes to certain requirements within Title 7 of the Nevada Revised Statutes. Below is a highlight of the changes. For further information and a complete list of bills, please refer to the Nevada Legislature website at: https://www.leg.state.nv.us

Assembly Bill 6 – Effective July 1, 2017 Removes an exemption from the requirement to obtain a state business license for businesses whose primary purpose is to create or produce motion pictures.

Assembly Bill 123 – Effective October 1, 2017 Revises provisions governing initial and annual lists and revises provisions relating to a series created by a limited-liability company. Each new business entity subject to Title 7 of the Nevada Revised Statutes shall file an initial list at the time of filing its organizational documents. If an amended list is filed within 60 days after the initial list is filed, the business entity shall not be required to pay a fee. If the articles of organization or operating agreement of a limited-liability company creates one or more series, the registered agent of the company shall be deemed to be the registered agent for each series of the limited-liability company. Each series may be served with any legal process, notice or demand required or authorized by law by serving the registered agent of the limited-liability company which authorized the creation of the series.

Senate Bill 41 – Effective October 1, 2017 Revises provisions governing the examination of the records required to be maintained by registered agents and revises the provisions governing the examination of records required to be maintained by certain business entities. The Secretary of State may conduct periodic, special or any other examinations of any records required to be maintained pursuant to this chapter or any other provision of NRS pertaining to the duties of a registered agent as the Secretary of State deems necessary or appropriate to determine whether a violation of this chapter or any other provision of NRS pertaining to the duties of a registered agent has been committed. Upon the request of the Secretary of State, a limited liability company shall provide the Secretary of State with the name and contact information of the custodian of records, if different from the registered agent for such company. Each limited partnership shall continuously maintain a principal office in this State, which may but need not be a place of its business in this State, or a custodian of records whose name and street address is available at the limited partnership’s registered office. A limited partnership shall maintain at its principal place of business in this State or with the custodian of records a current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order.

Assembly Bill 423 – Effective January 1, 2018 The Secretary of State shall work in consultation with the Nevada Commission for Women to design and conduct an annual survey of businesses in this State for the purpose of collecting data and information related to issues of gender equality in the workplace. The survey shall be offered through the state business portal at the time the business submits an online application or renewal for a state business license. The Secretary of State shall make the voluntary responses electronically available and searchable on the Internet website of the Office of the Secretary of State and shall annually compile the responses into a report and submit the report to the Governor and to the Director of the Legislative Counsel Bureau.

Assembly Bill 436 – Effective January 1, 2018 The Secretary of State shall ensure that the state business portal enables a person who applies for the issuance or renewal of a state business license to indicate whether the applicant is a minority-owned business, a woman-owned business or a veteran-owned business and shall provide information electronically concerning programs to provide financing for small businesses and information concerning the process by which the business may become certified as a disadvantaged business enterprise. The Secretary of State shall include and maintain the same information on its Internet website. The Office of Nevada Secretary of State

If you have any questions about how the legislative changes in Nevada may affect you or if you need assistance with forming or maintaining your entity in Nevada, please don’t hesitate to contact us.