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Delaware Division of Corporations Updates: June 2023

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This month, the Delaware Division of Corporations announced a number of updates relevant to corporate, compliance and registered agent services. Highlights include: 

 

  • No more 24-hour swap. As of Monday, June 12, the state has stopped and will no longer honor the “24-hour swap,” a policy that allowed for filed documents to be edited or changed within 24 hours of submission. Instead, a formal Certificate of Correction will be required. This applies to all entity types and all expedite levels.

 

  • Fees are increasing for new formations. The Delaware House and Senate have passed SB110 which increases the courthouse municipality fee portion of the filing fees assessed on all LLC and corporate filings from $20 to $40. The bill is expected to be signed by the Governor. August 1, 2023, is the expected effective date. The fees for LP filings are not affected.

 

  • Usage of registered agent address for annual reports. Corporations are not permitted to use the address of their Registered Agent when filing annual reports. In the coming months, the state will suspend all annual reports that appear to be using the agent as the primary place of business, and alert the agent. The state will give suspended entities 45 days to file a correction or appeal the suspension. After 45 days, entities will cease good standing. Responsible agents will alert their customers if their entity is suspended. Please reach out to us if you are concerned about this issue.

 

  • Corporate Transparency Act updates. While FinCEN is planning to roll out the beneficial owner requirements of the Corporate Transparency Act on January 1, 2024, there are still some major hurdles to overcome. Many terms are still not clearly defined, the database is still not built, and filing instructions and other educational materials have not been developed. This is a space we’re monitoring closely. Don’t hesitate to reach out with any questions.

 

For updates delivered to your inbox, subscribe to Incserv E-Alerts.

 

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Corporate Filing Cut Off Times Reference Guide

At Incserv, we know time is of the essence — especially when it comes to corporate filings. That’s why we put together a handy Cut Off Times Reference Guide that covers the 10 jurisdictions where we see the highest filing volume. But remember! We provide business services in all 50 states, Washington, D.C. and even international jurisdictions.

Grab your copy below!

 

cutoff times guide

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Team Member Spotlight: Aryn Taylor

At Incserv, our people are what make the difference – and we’re excited to introduce the folks that make this place special. Each quarter, we’ll profile an Incserv team member, sharing a little bit about what they do, how they got here and what matters to them outside the world of incorporating services. In this installment, we sit down with registered agent specialist, Aryn Taylor.

 

Appreciate you taking the time, Aryn. Let’s hear about what you do at Incserv.

Happy to. So I’ve been with Incserv for a little more than two years now. I’m a registered agent (RA) specialist. For the last six months or so, I’ve been focused on our RA services, pulling reports from the state [of Delaware], auditing them against what’s in our system and making sure everything is accurate. It’s a lot of fact finding, but I really like it. It’s a lot of fun. 

Where were you prior to Incserv? 

I was actually in Connecticut. I moved down here in 2021. I was really drawn to the change of pace. Instead of living in what is essentially New York City extended, you get a minute to breathe here. 

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And workwise, it was pretty much a 180. Before I found Incserv, I was in healthcare for 

both humans and animals. I worked two jobs, one at Quest Diagnostics, the other in a 24-hour emergency animal hospital. But there

was a lot that applies to the work I’m doing now. All three are fast-paced environments and data intense.

And so how’d you find Incserv? 

Sort of by accident, I guess! I saw the role on Indeed, thought it sounded interesting and applied. [Incserv president] Stacey [Melnick] reached out and here we are.

How about outside of the office? 

I’m definitely a homebody, but I have lots of creative interests. Back in Connecticut, my sisters and I would submit works to Stamford Downtown’s “Art in Public Places” initiative. One year it was horses, another it was dinosaurs. Another was pianos. My piano was titled “Sound of Color.” I’m also a published author and am currently working on a fantasy series. 

 

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That’s awesome. Does any of that tie back to your work at Incserv? 

You’d think not, but getting creative is a big part of my job and who we are as a company. We’re always working to solve challenges, and more often than not, that requires new ideas. 

Well said, Aryn. Thanks again for taking the time to chat. 

Absolutely!

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Federal Services Update: Authentications, Legalizations

Our federal services offering ​​supports clients seeking to file, search or retrieve documents with federal agencies, federal courts, embassies and other regulating bodies. 

With the U.S. Department of State, we authenticate documents that have been issued by either the federal government or a Secretary of State from any of the 50 states. These might include passports, agricultural documents, certified copies of documents filed at the Secretary of State level, as well as notarized documents such as power of attorney and certificates of incumbency. 

It’s worth noting that while we handle authentications with the U.S. Department of State swiftly, they are on an operating backlog of approximately 10-12 weeks with no expedited option available. 

At the international level, we work with embassies, delivering documents for consular review to ensure accuracy and proper processing so that a given embassy can legalize them. Key to our efficiency and effectiveness with legalizations is our comprehensive review and submission process. Rather than simply delivering what a client provides, our Washington D.C. office of true subject matter experts conduct thorough document reviews prior to submission in order to minimize risk of rejection. 

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Embassy Row in Washington, D.C.

We also keep a keen eye on the latest embassy news as it relates to legalizations to minimize surprises and set realistic timelines with our clients. 

For example, we know that the Chinese embassy is still operating under what they refer to as an “emergency request.” Effectively that means the Chinese embassy requires a request for an emergency appointment. From that appointment, the embassy will provide a date for document pick-up. What isn’t provided is any sort of insight as to whether or not the document legalization has been accepted or rejected. The “emergency request” began at the onset of COVID-19 and has maintained ever since. But what matters is that we are aware of it and know how to navigate. 

Similarly, the Egyptian embassy has issued a small change. Previously, we’ve often been able to affix a notary statement to a document for legalization. Now, the Egyptian embassy – which is one of the more popular jurisdictions for legalization requests – asks that notary statements be in the actual document. 

Embassies are constantly changing rules and requirements — and they’re all different. While these changes seem infinitesimally small, being aware of (and adhering to) them saves our clients time and money. 

With a dedicated, knowledgeable staff in our Washington, D.C. office, we’re ready to support authentications, legalizations and a variety of other federal services needs. To get started, contact info@incserv.com or call 800-346-4646.

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Team Member Spotlight: Zvjezdana Sijan

At Incserv, our people are what make the difference. And as we push further into 2023, we’re excited to introduce the folks that make this place special. Each quarter, we’ll profile an Incserv team member, sharing a little bit about what they do, how they got here and what matters to them outside the world of incorporating services. First up, senior client services representative, Zvjezdana Sijan.

Zvjezdana SijanZvjezdana! Thank you for your willingness to be the subject of our first team member spotlight. Let’s dig in. Tell us your Incserv story. 

Someone had to be first. I’m happy to do it. My Incserv story started almost 19 years ago, but I came to the United States in 1991, from Croatia along with my husband of 36 years. First I was in Chicago. Then up to Wisconsin. And by 1998, here in Delaware. While I had worked in the banking industry  in Croatia, I ended up finding an opportunity with CorpAmerica Inc. where I learned about this business from the ground up. It was there that I also met [Incserv vice president,] Rose [Redman and a few other coworkers]. In 2004, I made the move to Incserv. 

Talk to us a little about your role here.

The biggest part of my job is monitoring, assigning and processing all the work that comes in, which means any type of corporate filings, UCC filing, searches or document retrieval. This doesn’t include just Delaware, but all 50 states and international jurisdictions as well. Our clients value accuracy and efficiency. That’s what I focus on every day.

Do you like it?

I do. It’s fast paced. Everyday I learn something new. And I appreciate the flexibility the company provides and how family-oriented we are. If you needed to pick up a sick child from school? No problem. I started as a sort of part-time employee  when my kids were little and in school.

Guessing they’re not so little anymore?

No! My son is 26 and working towards his teaching degree. My daughter is 22 and works for a healthcare IT software company. 

Outside of work, how do you spend your time?

I love the summer, spending time by the pool, on a friend’s boat or at the beach.

Oh? Dewey? Rehoboth? 

Not exactly. I am from Croatia. I grew up spending time in the Adriatic where there are crystal blue waters. My family still has a house there on Pag, one of Croatia’s coastal islands. It’s beautiful. It’s about three hours from Zagreb, the capital. We make an effort to visit every year. 

 

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Pag, Croatia (CreativeCommons)

 

But we love it here too. We visit Lewes every time we can. We like to bike with our friends, especially riding to Big Oyster for a quick lunch and a few beers.

And we cook. Lots of traditional Croatian dishes. Grilled meats. Pastas, pizzas. 

That sounds delightful. 

It is. 

Well, Zvjezdana, we appreciate your time. Thanks for being interviewee number one. 

Nema na čemu!

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Snapshot™ News and Notes

Here at Incserv, we’re always making updates to our online portal, Snapshot™, to make it easier for our clients to access and manage their entities, file annual reports, make franchise tax payments, pay invoices, and stay up to date on filing deadlines. Here are some news and notes on recent Snapshot™ updates… 

State Status on Registered Agent Invoices

When a client receives their annual registered agent invoice, Snapshot™ now includes the status of their entity or entities with that jurisdiction. We check the status with the jurisdiction a few weeks prior to billing so that it is up-to-date and accurate. We also include the verified status date. This all helps clients know that their entity or entities are active and in good standing or if further action such as an annual report filing or fee payment is required to return to good standing. 

Paying Consolidated Invoices

We recently introduced consolidated invoicing which allows clients to have all of their entities billed on one invoice each year instead of receiving (and having to sort through) multiple invoices. (Side note: If you’d like to get set up with consolidated invoicing, contact us and we’ll help set you up.) 

Since our online invoice payment system was originally designed around paying a single invoice and a consolidated invoice is technically a bunch of regular invoices placed on one invoice, it was a little confusing to show that just a few of the invoices on a consolidated invoice had been paid. (Can I say the word “invoice” one more time?)

Bottom line, it’s now much clearer and easier for clients to pay consolidated invoices, especially those that are partially paid.

 

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View Notes on In-Progress Orders

We recently added a Notes field to in-progress, or pending, orders. These notes can show payment details, order progress or anything a client’s customer service representative might be waiting on (payment, signed form, state response, etc.). 

This helps our clients keep an eye on their order and to see progress. It’s particularly useful for big projects like a client wanting to see all of their entities are all in good standing, a law firm needing to obtain plain copies of filings for a case they’re working on, a client wanting to qualify their Delaware entity to do business in all 50 states, or a client closing companies where they are registered.

 

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Many of these product updates were a result of clients reaching out with Snapshot™ feature requests. If you have a suggestion, question or comment related to Snapshot™, please don’t hesitate to contact us at info@incserv.com. 

Rose Redman No Comments

2022 Year-End Updates on the Delaware Division of Corporations

In September, we provided an update on processing times at the Delaware Division of Corporations. Backlogs and delays were significant, due much in part to staff shortages and COVID-19 restrictions. Today, however, we are happy to report that the state is just about all caught up. One-hour, two-hour, same-day and 24-hour filings requests are processing on time and the state is currently working on a three-day option for filings submitted through a registered agent on a regular approval basis. (Compare that to a seven-week turnaround time for documents sent directly to the state on a routine basis.) 

Other News and Notes from the Delaware Division of Corporations

  • For year-end completion, the Delaware Division of Corporations is accepting pre-clearance documents for mergers, conversions, designations, divisions, domestications and restated certificates up until December 16. 
  • Delaware corporate tax notices are slated to go out before the end of December. Contact our compliance team for support and guidance. 
  • Currently, UCC filings submitted on a 24-hour basis are filed within 24 hours and the UCC through-date is approximately 25 days out. 
  • As we near the end of the year, processing times are sure to slow down a bit. This is not abnormal. Holiday closures and the increased volume of mergers, cancellations, dissolutions and other filings that need to be completed within the calendar year will cause a backlog. So if you have a filing with a deadline between now and the end of the year, let’s get it in as soon as possible. 

Here to Help

We understand the end of the year can get crazy. That’s why we’re here to help, Monday through Friday, 8:30 a.m. to 8:00 p.m.

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Forced DBA, Elected DBA: What’s the Difference?

A DBA is a document that an entity files within a jurisdiction in which they conduct business when they are “doing business as” or under a name that is different from its incorporating name. A DBA is also known as a “trade name” or a “fictitious name.” Typically, entities must file and maintain DBAs in all jurisdictions in which they do business. And it’s worth noting that every jurisdiction has its own DBA rules, fees and deadlines.

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