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Registered Agent: Why Do I Need It?

In a world where budgeting and cutting costs is almost crucial for people to make ends meet, cutting the $40 cable bill and replacing it with the $11 Netflix bill is just one of the many ways people are revamping their budget to ensure they are not living paycheck to paycheck. Business owners are not alone and often have to make these types of decisions for their businesses. One question that frequents our office is, “Do I have to have a registered agent? ”

Why Do I Need a Registered Agent?

In short, if you do not have a physical presence in the state you are conducting business then you are required by law to have a registered agent in most states. The states need a way of contacting you for business matters such as tax notices, legal documents, and service of process (SOP). Although this is the most common reason to have a registered agent, it is not the only reason. Some companies require a registered agent due to the infrastructure set up. Other times companies will appoint an agent so that process servers are not showing up at the place of business to serve the company an official notice of a lawsuit. No matter the reason you have an agent, Incorporating Services is equipped to represent your company in all 50 states, the District of Columbia, and in most international locations.

What Does a Registered Agent Do?

A registered agent is an entity or individual named with the governing office to accept SOP, governmental mail, annual reports, and tax documents from the jurisdiction on behalf of the company. The latter are just some of the basic services a registered agent can provide. Incorporating Services offers enhanced services such as our Annual Report Filing Service (ARFS) where we proactively compile and maintain the necessary information to prepare, file, and make payments regarding your annual reports; Mail Forwarding, forwarding mail outside of what the registered agent typically sends out; and, Virtual Office, providing your business with a commercial business address and unique suite number so that you can conduct business from anywhere. These enhanced services help to keep your company in compliance and eliminates worries.

Why is Having a Registered Agent So Important?

The state needs to know that businesses have a contact person at a physical location (not a P.O. Box) to contact regarding any of the aforementioned notices/documents. If a registered agent is not appointed or maintained, state can take action to administratively dissolve or cancel your company for failure to appoint a registered agent. Once that action is taken, the result renders your company unable to legally conduct business until brought back into good standing. Additionally, time-sensitive material requires immediate attention. A professional registered agent allows you to focus on your clients while we handle the critical paperwork. Furthermore, having an agent separate from your business address protects your business’ image; being served notice of litigation at the business’ physical location can be detrimental to the client/business relationship.

Can I Be My Own Registered Agent?

In most states, so long as you have a physical address (not a P.O. Box) in that state, and are available during normal business hours (Monday through Friday), you can be your own registered agent. However, this leaves you solely responsible for obtaining and maintaining your company’s compliance. With Incorporating Services’ many locations, enhanced services, and dedication to you and your company, we are equipped to handle the formalities so you can focus on your customers.

Amanda Archambault, Registered Agent Associate

 

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What is a Public Benefit Corporation (PBC)?

While most people are familiar with Corporations and LLCs, and some are familiar with the alphabet soup of other entity types (LLP, LLLC, LLLP, PLLC), the newest kid on the block is the Public Benefit Corporation (or PBC).  This new entity is catching on fast in different states, and serves to fill a unique niche in the suite of entities.

Most entities (Corporations, LLC’s, etc) are managed by Directors (or managers) who are elected by the Shareholders (or ownership).  These Shareholders entrust the Directors to act in their interests; in the past the courts have defined shareholder interest as profit maximizing – Director decisions should be purely financial decisions.  If the Directors make decisions that are not in the financial interest of the ownership, the Directors may expose themselves to legal action by the ownership.

However, in the case of a PBC (and, more recently, the Public Benefit LLC), an entity can file as a PBC and explicitly state in their operating agreement some other corporate goal, outside of simply maximizing profit.  This gives the Directors cover to make decisions that serve some “public benefit” as defined in the operating agreement, rather than only looking at profit maximization.  Patagonia is an example of a corporation that sought the PBC structure.  Patagonia long wanted support issues around social and environmental causes, but had difficulty balancing this mission with retaining a Corporate status.  In January, 2012, Patagonia became the first company in California to file as a PBC.

Fast Facts about Public Benefit Corporation:

  • Maryland was the first state to adopt the PBC Legislation in October, 2010.  Within five years of this adoption, 31 other states passed legislation created PBC (each state with its own unique variation).
  • On February 1, 2017, Laurate Education, Inc was the first Public Benefit Corporation to be public traded.   Their stated public benefit is to “produce a positive effect for society and students by offering diverse education programs both online and from campuses around the globe.”  Click for reference article from Fast Company.
  • There is a distinction between a Public Benefit Corporation (PBC) and a B Corp.  The PBC generally refers to a company organized under a states existing Public Benefit Corporation statutes.  The B Corp is a certification conferred by a third  party “B Labs” for a corporation that adheres to higher standards of serving the public good. A B Corp is not necessarily a PBC, and a PBC is not necessarily a B Corp.  Likewise, click here for a discussion from B Labs on the differences.

Josh Twilley, President

This post is for informational purposes only.  Should not be construed as legal or financial advice.  Please consult with your attorney for legal advice or accountant for tax and financial advice.

 

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Holiday Closures

*UPDATE

Due to the end-of-year holidays, many jurisdictions will be closed and/or will have modified hours throughout December.   If you have questions regarding a specific jurisdiction, please contact us.

 

*Thursday, December 24th:

Incserv Offices – Closed
Delaware Secretary of State (DE SOS) – Closed

 

Friday, December 25th:

Incserv Offices – Closed
Delaware Secretary of State (DE SOS) – Closed

 

Thursday, December 31st:

Incserv Offices – Regular hours
Delaware Secretary of State (DE SOS) – Closing at 8:00 PM (ET)

All 30 Minute and One-Hour filings must be received by the DE SOS by 6:00 PM (ET). Two-Hour filings must be received by 5:00 PM (ET).  All other cut-off deadlines remain the same. To meet these deadlines, Incserv must receive all filings AT LEAST 15 MINUTES before the DE SOS corresponding cut-off times.

 

Friday, January 1, 2021:

Incserv Offices – Closed
Delaware Secretary of State (DE SOS) – Closed

 

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

 

Have a Safe & Happy Holiday! 

 

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Pt 2 – Does your Company need a Certificate of Incumbency?

In the first blog, we discussed what an Incumbency Certificate is and the details it will contain.  Feel free to read: Click here.

Is your boat owned by a legal entity?  If so, have you been asked if you are the rightful owner of that boat?  Or, has your bank requested you to confirm you are an officer/director or member/manager of your company?  If so, Incserv has a solution that might work!

Below are two examples of how we have assisted with Incumbency requests:

The owner of a boat contacted Incserv needing quick, fast help.  His boat was stuck in Port with the authorities requesting additional documentation to show he was an officer of the Corporation (that owned the boat).  Incserv prepared a Certificate of Incumbency, including his name as officer of the Corporation.  The Incumbency was prepared with Apostille and shipped off to the client the same day.  The client confirmed 2 days later that he received the documents and was able to move through the Port.

Incserv assisted another client with preparation of an Incumbency Certificate – the client was pleased with the process and how quickly it was turned around.  Feedback from the client: “Very good experience. It was handled very professionally.”

If you have additional questions or need assistance with obtaining a Certificate of Incumbency, give us a call or email us. Please note – Incserv 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.

 

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Delaware Secretary of State Employee Recognition Luncheon

On Friday, December 18, 2020Delaware Secretary of State – Division of Corporations will be closed between the hours of 1:00 PM and 3:00 PM (ET) for their employee recognition luncheon. State services have been altered.

All 30 Minute and One-Hour service filings must be received prior to 7:00 PM (ET) and Two-Hour service filings will need to be received prior to 6:00 PM (ET).  All other cut-off times will remain unchanged.

The DE Secretary of State will not be available between 1:00 PM and 3:00 PM (ET).  All 30 Minute, One-Hour and Two-Hour filings will not be processed during this time.  Filings which need filing prior to the event must be received by the DE Secretary of State before 12:00 noon.

We will be able to secure filing dates and times until 10:29 PM (ET).

To meet these deadlines, Incserv must receive all filings AT LEAST 15 MINUTES before the DE 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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Multi-State Entity Registration ~ Certificate of Authority / Foreign Qualification

Has your business taken off and you are ready to expand into other states? Be sure to register as a foreign entity before beginning operations or you stand to get penalized. Tax and penalty assessments can range from the hundreds to thousands so it’s best to be proactive with your registrations. More importantly, registering sooner than later reduces personal liability exposure.

First, understand that ‘foreign’ does not mean overseas. ‘Foreign’ in this instance is a term used in the U.S. when an entity has filed its domestic registration in one state or country and then registers the same entity in one or more other states in order to transact business legally.

Not all states require foreign registration, it is based on if the entity will be transacting business in the other state or not. Will it have employees in the state? Will it have an office address in the state? Will entity business meetings be held in the state? – If you said yes to any of these questions, they are the easiest determination that you will be required to file.  If you are not sure, simply call the state’s Division of Revenue for guidance as to that state’s requirement. Each state is different therefore, if one says no, do not assume you do not have to register in others, most states now require foreign registration.

When you are ready to register your entity in other states we are here to take the stress off your shoulders and make the filing process seamless. We are familiar with most idiosyncrasies of the state forms nationwide so we will gather the pertinent entity details the other states typically require, complete the forms with the information provided, then send them to you for review and the appropriate required signature(s).

Almost all states require the entity to appoint a registered agent with a physical address in their state, we provide this service nationwide. Each state has unique filing fees, supporting document requirements, and processing times for registration. At your request, we will provide you an all-inclusive quote, with processing options for each state, so that you can proceed in a manner that suits your budget and needs

Note that foreign registration does not include entity registration with the taxation departments in those states! Such registrations must subsequently be set up by the entity’s CPA, accounting department, or authorized representative due to the nature of the questions these departments require to set up an account.

Please email orders@incserv.com for additional details or place an order via www.incserv.com.

Renée Kent, Senior Client Services Representative

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Thanksgiving Holiday – Closures

Incserv will be closing at 5:00 pm (ET) on Wednesday, November 25th and will be closed on Thursday, November 26th and Friday, November 27th in observance of the Thanksgiving holiday.

If you anticipate special needs between 5:00 pm and 8:00 pm (ET) on Wednesday, November 25th, 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.

 

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Certificate of Incumbency: Does Your Company Need One?

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.

Read more

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The Revival: a “Poefect” Solution to Resurrecting Your Company in a Heartbeat

In honor of Halloween, the following blog not only tells of how to resurrect a company that has been resigned on, it is also a parody of the infamous Edgar Allan Poe’s “The Raven.” Please enjoy this fun and informational poem.

“Once upon a midnight dreary, while I pondered weak and weary” (Poe,742),
I sprang to my den and opened my laptop.
While I typed, barely breathing, suddenly there came a feeling
A feeling that my company was in danger, danger of illegally running.
“It is! ” I shouted as the research ceased, “It is illegally running!”
Only this, and nothing more.

“I distinctly remember it was in the bleak December” (Poe, 724),
That my registered agent invoiced me for services rendered.
Upon not paying, they emailed me saying- I had to pay or formally close
Those were my options, they would resign if neither were chosen,
nly those, and nothing more.

“Deep into that darkness peering, long I stood there wondering, fearing’’ (Poe, 742),
How am I to correct this madness.
What kind of penance will I pay  for my sin?
Call my registered agent, they’ll show me where to begin,
Only this, and nothing more.

“This I sat engaged in guessing, but no syllable expressing” (Poe, 743)
A renaming or changing of registered agent should be filed
But only if the thirty day window has not expired
Alas the window has lapsed, and I must file a revival
A costly documentation, but needed for survival
Not only this, but something more.

“And the [parchment], sad, uncertain rustling of each [page]” (Poe, 742),
The forms are just the start, past due taxes too are due
Once documents are filed and taxes are paid
My company will rise again and money will be made
Only this, and nothing more.

“Presently my soul grew stronger; hesitating then no longer,” (Poe, 742),
I took action to reinstate my company, with help from my registered agent thankfully
They filed my revival and settled my dues, then an email from the state brought comforting news
My company is resurrected and operating legally
Careless in my company’s dealings I will be, nevermore.

For more information on how to revive/reinstate your entity that has been resigned upon, please feel free to visit our website www.incserv.com or email our corporate team at orders@incserv.com.

Poe, Edgar A. “The Raven.” The Norton Introduction to Literature, edited by Peter Simon, ninth ed.,
New York, W.W. Norton & Company, 2006, pp. 742-44.

Amanda Archambault, Registered Agent Associate

 

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