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Gennine Cooper November 2, 2017 No Comments

Delaware House Bill 175

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.

Delaware House Bill 175, Laws of 2017, has increased the following corporate franchise tax rates and amounts and statutory (business) trust fees, effective as noted below.

Franchise Tax

Delinquency fees from $100 to $125 (January 1, 2018)
Tax multiplier from $75 to $85 related to the authorized shares calculation (January 1, 2018)
Tax multiplier from $350 to $400 related to the assumed par calculation (January 1, 2018)
Minimum tax related to the assumed par calculation from $350 to $400 (January 1, 2018)
Excepted as below, maximum tax from $180,000 to $200,000 (effective for the tax year beginning January 1, 2017)
Creation of a new $250,000 maximum for certain publicly traded corporations effective for the tax year beginning January 1, 2017)

Statutory Trusts

Maximum fee for filing documents from $300 to $500 (August 1, 2017)

The Bill may be accessed at: http://legis.delaware.gov/json/BillDetail/GenerateHtmlDocument?legislationId=25780&legislationTypeId=1&docTypeId=2&legislationName=HB175

If you have questions or need assistance, feel free to contact us or call 800-346-4646.

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.

Stacey Melnick October 4, 2017 No Comments

What is Mail Forwarding?

What is mail forwarding and why would I need it? Well, it is just one of a slew of additional and highly beneficial services registered agents like us offer. Since each registered agent’s service may vary, we’ll only cover what we offer…

Mail Forwarding Service gives you the ability to use your registered agent’s address as your regular mailing address. So, while official state and governmental mail, tax notices, and Service of Process are forwarded to you under your registered agent contract, other mail received at your agent’s address, such as bank statements, are marked “Return to Sender”, unless you subscribe to the service.

We understand needs vary from client to client, so there are multiple types and tiers of Mail Forwarding Services you can choose from to find just the right fit. For example, there are traditional and electronic versions to choose from. With traditional service, mail is received by the registered agent, logged in your account, and forwarded on to you via United States Postal Service. With electronic service, the mail is logged, opened, scanned, and emailed to you. Electronic mail forwarding is the option many international clients find to be the most valuable. Since the amount of mail coming in also varies, you can choose the volume tier that best fits your needs, whether it’s a few pieces a month or hundreds a year. You can even log into your Snapshot account to view a log of the mail you’re receiving for each company.

If you want to find out more about Mail Forwarding Services or to sign up, feel free to reach out to us. We’d be happy to answer any of your questions!

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.

Josh Twilley September 28, 2017 2 Comments

What is an Independent Manager?

This post was updated on January 18, 2021.

An Independent Manager is an ad hoc member of an LLC’s board of managers that has no equity relationship with the entity and thus is considered independent of the LLC’s ownership.

What Does an Independent Manager Do?

A Limited Liability Company (LLC) is managed by a board of managers. The board of managers oversees the activities of the LLC. An Independent Manager is a special type of manager appointed to the LLC’s board that has no equity relationship with the entity and thus is considered independent of the LLC’s ownership. The role of this unique position is usually outlined in the LLC’s operating agreement.

independent-manager independent manager

Why Would an LLC Appoint an Independent Manager?

Appointment of Independent Representation may be a lender or third party requirement in a transaction. This special position provides a level of security for the third party. (Think of it as insurance.) The third party will detail the Independent Manager’s duties in the operating agreement. These duties generally require the Independent Manager to be party to and vote in certain major board decisions. The specific types of decisions the Independent Manager must give consent for are also outlined in the operating agreement of the LLC. By requiring this unique position, the third party retains some control over the LLC without actively managing the entity.

As always, the contents of this article should not be considered legal or financial advice. Have more questions about independent managers? We’re here to help.

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.