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Incserv September 13, 2017 No Comments

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!

Incserv September 6, 2017 No Comments

Certificate of Incumbency – A Case Study

Over the past few weeks, we’ve covered the ins and outs of boat registrations, as well as the “Who?” “What?””Why?”and “How” for a Certificate of Incumbency. Today we wrap it all up with a real-life case study of how a Certificate of Incumbency was able to help an international boat owner.

An international client needed to prove to Israeli authorities he was the rightful owner of his boat. The boat was registered under the name of a Limited Liability Company (LLC). This client in turn owned the LLC. Sounds simple enough, right? Wrong… A basic LLC formation document in Delaware does not list the owners of the entity. So, how does the client prove ownership then? One suggestion his legal counsel gave was to file an Amendment in Delaware adding an article to show he was the owner. However, this would mean the client’s personal information, such as home address would become public information, which was not an ideal solution for this client. In talking with the client about the situation, we mentioned we often provide a Certificate of Incumbency for international clients needing to prove ownership to banking officials. The client asked for a sample document and conferred with his attorney. The attorney agreed the Certificate of Incumbency would sufficiently meet the needs to prove his ownership. The client provided us with all the necessary documentation. We then drafted the certificate, had it notarized, and sent it to the State of Delaware for an Apostille. The end result? A very happy client!

If you have additional questions or need assistance with obtaining a certificate, give us a call or email us. We’re always happy to help you out in any way we can. Just remember, we can’t give legal or tax advice. You’ll have to contact an attorney or CPA for that.

Incserv August 30, 2017 No Comments

Boat Registration Series Part 3-US Coast Guard Vessel Documentation

Our Delaware Boat Registration Series has covered how to register your boat in Delaware, as well as how to renew, transfer and deflag or delete your boat registration. In this final blog of the Delaware Boat Registration Series, we won’t cover Delaware at all, but rather the US Coast Guard. Through the National Vessel Documentation Center, the US Coast Guard facilitates documentation.

What is vessel documentation? This is essentially federal level boat registration. However, not just anyone can register their boat or vessel with the US Coast Guard. There are specific requirements a vessel must meet.

What are the requirements for vessel documentation? A vessel must measure at least five net tons and be wholly owned by a US citizen.

What is net tonnage? Per the US Coast Guard, “Net tonnage is a volumetric measure of a vessel’s useful capacity, for which a number of different measurement systems are in use worldwide. U.S. law requires tonnage measurement for any vessel for which the application of a U.S. law depends on the vessel’s tonnage. Owners of U.S. vessels less than 79 feet in length may choose measurement under one of two older U.S. Formal Measurement Systems (the Standard or Dual Regulatory Measurement Systems), or the U.S. Simplified Regulatory Measurement System. The U.S. tonnage measurement program is administered by the Coast Guard Marine Safety Center (MSC).”

What are the requirements for vessel documentation? The basic requirements for US Coast Guard documentation are to demonstrate ownership of the vessel, US citizenship, and eligibility for the endorsement sought.

For more information about US Coast Guard vessel documentation, check out the National Vessel Documentation Center’s website. If you have additional questions or need assistance, give us a call or email us.

Incserv August 24, 2017 No Comments

Certificate of Incumbency – Who? Why? How?

Earlier in the month, we answered the question “What is a Certificate of Incumbency?” (In case you missed the blog post – click here to read what we had to say.) In this week’s blog, we are covering the “Who?” the “Why?” and the “How?” of Incumbency Certificates.

Who needs a Certificate of Incumbency? Most often our International clients with US businesses are the clients requesting this type of document.

Why do clients request Incumbency Certificates? When entering into financial or other legally binding transactions, a certificate may be requested to prove the named individuals are authorized by the company. The certificate confirms the identity of the corporation’s signing officers or in the case of an LLC, the members and managers of the company. It may also name directors and shareholders and confirm other minute book contents.

How do I obtain a Certificate of Incumbency? Just give us a call or email us. As the registered agent for your entity, we can prepare the document for you. All you need to do is provide us with copies of your internal documentation, such as meeting minutes from your corporate minute book. If we’re not the Registered Agent, ask us about changing your Registered Agent to Incorporating Services, Ltd.

Incserv August 16, 2017 No Comments

Delaware Boat Registration Series – Part 2

In part one of our three part Delaware Boat Registration series we answered some frequently asked questions about how to register your boat in Delaware. Here in part two, we’re covering boat registration renewals, transfers, and deflagging/deleting.

When can I renew my Delaware boat registration? As mentioned in part one, Delaware boat registrations run on a calendar year. Beginning mid-October, registration renewal opens up. Therefore if your registration expires December 31st, you may renew beginning in mid-October.

What information do I need to renew my Delaware boat registration? You will need the information from your original registration, such as the hull number, boat registration/DL number and the exact individual or company name your boat is registered under. Please note if your boat is registered under a company name, the company needs to be in good standing with the State of Delaware and with its registered agent.

I need to renew, but my address needs to be changed. How do I change the address on my registration? Your address can be updated during the renewal or transfer process.

Can I use your address on my registration? Yes. If you’re an Incserv registered agent client, you can use our address on the registration.

How do I transfer my Delaware boat registration? Transferring registration is simple. You’ll need a notarized bill of sale and then you will complete a new application. For all the details on new applications, click here to check out part one of our series.

Can I deflag or delete my Delaware boat registration? Deleting your Delaware Boat registration is also commonly referred to as deflagging your boat. Like transferring registration, the process is easy. All you need is the registration number. This is the number that starts with DL on your registration card. The Delaware Department of Natural Resources (DNREC) can then produce a deletion letter. If the deletion letter needs to be apostilled for use abroad, we can help with that too!

As always, if you have additional questions or need assistance with boat registration, renewal, transfer, and/or deletion, give us a call or email us. We would be happy to help, as we courier boat registrations back and forth to DNREC several times a week for our clients.

Incserv August 9, 2017 No Comments

Certificate of Incumbency – What is it?

A Certificate of Incumbency is a document that confirms the identity of individuals within a company. This document may also be known as a Statement of Incumbency or Incumbency Certificate. Depending on the type of company, the document may identify the members and managers or the officers and shareholders of the company. When opening a foreign bank account, this may be one of the documents requested.

A Certificate of Incumbency may include information such as:

When and where the company was formed, as well as the state file number
Registered Agent details for the company
Names and titles of company officials
Shareholder names, titles, and stock ownership details
Status in the jurisdiction of formation

The details within the document are based upon the company’s state registration records and internal documentation, such as meeting minutes. The internal documents used to prepare the document are attached to the certificate. Many times, a Certificate of Good Standing from the jurisdiction of record is also obtained and attached as further proof. The document is then notarized.

Often times, the document is drafted by the agent of record. Other times, the document may be drafted and executed by the company and sent to the agent of record. In cases such as this, an affidavit is drafted by the agent of record and attached. Dependent upon where the document is destined to be used, the document may then be apostilled by the state of record.

If you have additional questions or need assistance with obtaining a Certificate of Incumbency, give us a call or email us. Please note – we must be the Registered Agent of a company in order to prepare a Certificate of Incumbency. If you require a Certificate of Incumbency and we are not the Registered Agent, ask us about changing your Registered Agent to Incorporating Services, Ltd.

Incserv August 2, 2017 No Comments

Delaware Boat Registration Series – Part 1

“How does Delaware boat registration work?” or “I need to register my boat in Delaware. Can you help?” are questions we often hear from clients. Good news! The Delaware boat registration process is relatively quick and painless. Read on to get all the details broken down in an easy to follow question and answer format.

What documents will I need for my Delaware boat registration? All boats / vessels will need a completed Delaware Department of Natural Resources (DNREC) boat registration application. New boats will also need a copy of the Manufacturer’s Certificate of Origin (MCO) or Builder’s Certificate assigned to purchaser(s) and Bill of Sale if Certificate of Origin or Builder’s Certificate is not assigned to purchaser(s), and a Federal or State Issued ID, such as a driver’s license or passport. For used boats, a copy of the title, registration (non-title states only), federal documentation (photocopy of seller’s most recent Certificate of Documentation), and if applicable, a lien release must accompany the application. In many cases, a copy of notarized bill of sale with complete description of the vessel is also needed.

How long does the Delaware boat registration process take? Once we have all of your documentation, we can email you proof of registration within about three (3) business days. Originals will then be mailed or sent overnight.

What does the State of Delaware provide as proof of registration for my boat/vessel? DNREC provides a boat registration card and two (2) decals. A verification letter can also be obtained, if needed.

What does the Delaware boat registration card look like? The Delaware boat / vessel registration card is printed on white paper. They no longer provide a blue plastic registration card.

How long is Delaware boat registration good for? Delaware boat / vessel registrations are available in annual or three-year increments. Registration runs on a calendar year and is not prorated. Therefore, the fees will be the same and your registration will expire on December 31^st, whether you register your boat/vessel in January or October.

What is the cost for a Delaware boat registration? Fees vary depending on the size of the boat and whether you choose a one (1) year or three (3) year registration term. For example, in 2017, a 10’ boat/vessel registered for one (1) year, is $20, but a 49’ boat / vessel registered for three (3) years is $300.

If you have additional questions or need assistance with Delaware boat registration, give us a call or email us. We would be happy to help, as we courier boat registrations back and forth to DNREC several times a week for our clients.

Incserv July 18, 2017 No Comments

Legislative Changes in Washington Take Effect This Month

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA). One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

Washington has enacted the following business entity legislation (Laws of 2017), effective July 23, 2017. Amendments relevant to corporate services:

Senate Bill 5011

Business Corporation Act Amendments:

Authorizes ratification of defective corporate acts, including over-issuances of stock, with a related required filing of a Articles of Validation if the defective act that is validated required a filing to be made.
Authorizes parent/subsidiary mergers with a subsidiary surviving (i.e. downstream short form mergers).

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5011.PL.pdf

Senate Bill 5040

Business Organizations Code Amendments:

Revises contents of foreign entity status certificates issued by the Secretary of State.
Revises contents of business corporation Annual Reports.
Clarifies that the tax clearance requirement upon foreign withdrawal applies to only foreign corporations.

Partnership Law Amendment:

Requires LLPs to file an Annual Report instead of an Annual Notice.

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5040.PL.pdf

Incserv July 11, 2017 No Comments

Incserv Celebrates 45 Years in the Industry of Forming Businesses

June 28, 2017 marked the 45^th anniversary of Incorporating Services, Ltd. Formed in 1972 as a branch of a Delaware law firm, Incserv has grown from a small local business venture among colleagues to a multi-brand, multi-channel international business with a network across the nation.

Incserv started out offering simple corporate formation and registered agent services, but has expanded through the years and now offers a plethora of services within their four major brand categories: Corporate Services, Registered Agent Services, Uniform Commercial Code (UCC) & Lien Services, and Federal Agency & Embassy Services. Incserv’s services have grown and their reach stretches across the globe, but they have not forgotten their humble beginning and continually find ways to give back to the local communities they do business in.

A variety of product enhancements and events mark the celebration of this notable 45^th anniversary for Incserv. In March, Incserv revealed a new logo, product branding, website revamp, and updated client portal to kick-off the celebration. Product enhancements include new tiers and options for annual report compliance, mail forwarding, and virtual office services. In-office celebrations will continue through the month, culminating with a group community service effort. Incserv’s Delaware headquarters is partnering with the Central Delaware Habitat for Humanity to host a Framing Frenzy. Incserv staff will work together to frame a new home, which will later be transported to its permanent foundation in the local community.

“The growth Incserv has experienced in these 45 years is remarkable, but we couldn’t have done it without our amazing staff and the support of our local communities. As we celebrate our anniversary, we also want to thank our employees and celebrate the community”, says Joshua Twilley, Incserv President.

Curious about all the services Incserv has to offer now? Take a look around the site or contact us for more information.

Incserv June 30, 2017 No Comments

Business Law Changes in Vermont & Connecticut – Effective July 1st

Please see below for details about the business law changes in Vermont and Connecticut that will take effect on July 1, 2017.

Vermont House Bill 868, Laws of 2016, effective July 1, 2017, has amended the Business Corporation Act as follows:

Authorizes domestic corporations to convert to a wide variety of domestic entities, and such domestic and foreign entity types to convert to a domestic corporation.
Expands the types of entities with which domestic corporations are authorized to merge.
Authorizes domestic corporations to domesticate to a foreign corporation, and a foreign corporation to domesticate to domestic corporation.
Omits specific reference to parent/subsidiary (short form) mergers.

The Bill may be accessed at: http://legislature.vermont.gov/assets/Documents/2016/Docs/BILLS/H-0868/H-0868%20As%20Passed%20by%20Both%20House%20and%20Senate%20Official.pdf (see Sections E.1. & E.2. of the Bill)

Connecticut House Bill 5259, Laws of 2016, as further amended by House Bill 7311, Laws of 2017, has enacted a new LLC law, effective July 1, 2017. The new law repeals the old law as of the effective date so the new law applies to all LLCs as of that date. The following sets forth changes as affecting our services and materials:

Name

Expands protection of name to all entity types on record (formerly, just corporations, LLCs & LPs).
Removes protection of administratively dissolved entity names.
Provides that entity indicators (e.g. Corp.) are not to be considered by the Secretary of State as a sufficiently distinguishing element between names.
Does not provide for renewability of name reservations.
Authorizes foreign LLC name registration for renewable one-year periods.

Annual Report

Changes the Annual Report due date to April 1 for all LLCs (formerly, the anniversary month of formation or registration). The State advised that filing in 2017 will proceed under the current requirement. Accordingly, the first returns and payments to which the new requirement applies will be those due on or before April 1, 2018.

Domestic Amendment

Requires a domestic amendment filing where a manager or member knows that any information in the Certificate of Organization is inaccurate.

Foreign LLCs

Institutes mandatory foreign amendment triggering events for change of name and home state.
Revises post-merger filing by requiring the filing of an Application for Transfer of Registration upon merger of a registered foreign LLC into an unregistered foreign entity (formerly, withdrawal and registration of the surviving entity was required).
Provides for a $120 filing fee for Foreign Withdrawal (formerly, no fee).
Requires a Statement of Withdrawal to be filed for Foreign Withdrawal (formerly, Certificate of Cancellation).

Miscellaneous

Generally requires LLC filings to be signed by an authorized person (formerly, by a member or manager).
Authorizes delayed effective dates up to 90 days after filing except for formation and foreign registration filings.
Authorizes withdrawal of filings made with the Secretary of State before the filing has become effective.
Authorizes correction filings.
Revises prescribed contents of a Certificate of Organization (no purposes or statement of management) and Certificate of Registration (no purposes).
Revises prescribed contents of Annual Reports and status certificates issued by the Secretary of State.

The Bill can be accessed through the following the following link: https://www.cga.ct.gov/2016/ACT/pa/pdf/2016PA-00097-R00HB-05259-PA.pdf .