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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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Election Day & Veterans Day Holiday Closures

On Tuesday, November 3, 2020 and Wednesday, November 11, 2020, most jurisdictions will be closed in observance of Election Day & Veterans Day.  However, all Incserv offices will be available both days between the hours of 8:30 am – 5:00 pm (ET) to provide you with services that are obtainable.

Incserv has electronic access to many jurisdictions and is able to perform electronic searches, filings and document retrievals, as such access allows.

If you have questions pertaining to what services are available in a specific jurisdiction or if you anticipate special needs between 5:00 pm and 8:00 pm (ET) on these days, 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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Columbus Day Closure – Oct 12th

All District of Columbia and Federal Government Offices will be closed on Monday, October 12th in observance of Columbus Day.

Our Washington, DC office will be open during regular business hours and will be able to provide nationwide assistance and limited services in the District.

The following District services will be available: UCC searches with copy retrieval, good standings, lien and court searches, corporate status searches and name availability.

The following District services will not be available: corporate filings, document retrievals, business license services, UCC filings, apostilles and notary certifications.

Most Foreign Embassies will be closed. However, for those Embassies that are open we will be able to provide service.

If you have questions or concerns, please contact our Washington, DC office at 202.386.7575, 877.531.1131 or dcorders@incserv.com.

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Independent Manager Series – Pt Two

I need an Independent Manager, now what?

In the first part of the series I outline what the Independent Manager is, and what role they play with the LLC.  In this part of the series, I outline how a typical engagement proceeds.  Working with Incserv as an Independent Manager is easy.

      1.)  Initial Reach Out

Establishing an Independent Manager relationship is easy! – But it is an iterative process.  Before the engagement starts, we will need a copy of the Operating Agreement so we can learn what your needs and expectations are for the Independent Manager.  Clarifying questions or follow ups may fall out of this document.

      2.)  Complete an Engagement Contract

Once it is determined that we can assist with your needs, we will send an Engagement Contract.  This is a separate agreement that outlines each party’s role with respect to the relationship.

      3.)  Sign the Necessary Documents

Once the Engagement Contract and Operating Agreement are agreed upon, all parties sign the documents!  We will require a set of signed documents for our records, and we are complete.

We can move QUICKLY!  It is important to make us aware of any deadlines so we can make sure your expectations are met.  While engagements can usually be processed in hours, if the operating agreement is complex or if you need multiple managers, we may need additional time for document review.  It’s always best to reach out as soon as you are aware you will need a manager so we can begin the iterative process!

If you would like to learn more about the process, or are ready to hire an Independent Manager, you can reach out to us info@incserv.com.  We look forward to hearing from you!

Josh Twilley, President

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Independent Manager Series – Pt One

Is an Independent Manager right for you?

With real estate markets heating up, there has been a growing number of requests for Independent Manager services.  This post outlines what this service is, and the next post in the series outlines how a typical Independent Manager engagement works.

An Independent Manager is one type of “Independent Representation” engagement that we offer – the others being Independent Director (in the case of a Corporate entity type), Springing Member (which is a dormant member/manager/director who is called into action if certain conditions are met), and Special Member (a broad term for an independent member whose role is defined in the operating agreement).  The Independent Manager refers specifically to a manager for an LLC.

What is an Independent Manager?

An Independent Manager is a manager of an LLC who is independent of the owner/operators of the LLC, and has no financial relationship with the LLC.  The operating agreement typically outlines the roles and responsibilities of the independent manager, which is usually very narrow in scope.  The independent manager is NOT an active manager of the entity, but generally sits in the background until needed.

Why would an entity require an Independent Manager?

The Independent Manager is generally a lender driven request – a bank or financier would require an Independent Manager to sit on the board and operate in the interest of the lender.  This interest is outlined in the operating agreement, but generally it is to prevent the LLC from going insolvent or declaring bankruptcy.  This is an added protection for the lender to make sure their investment is secure.

Are there other uses for an Independent Manager?

From time to time we receive requests for Independent Managers to be the sole manager of the entity – generally to keep the true owner hidden.  There are many risks associated with this type of engagement, and we will NOT contract for these purposes.

If you have any questions about the Independent Manager, feel free to email us at info@incserv.com!

Josh Twilley, President

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Pt 9: UCC Searches – Multiple Debtors, Multiple Jurisdiction Searches

For our final installment in our series on The Perplexing World of Uniform Commercial Code Demystified, we’ll outline What is Needed for a Multiple Debtor, Multiple Jurisdiction Search.

Per our last post, you know Incserv has you covered for the large UCC projects.  However, how do you prepare to send it to Incserv?  What does Incserv need from you to ensure that when the go-button is pushed, you don’t have to worry about a delay?  Don’t fret, we’ve got you covered there too…Here is the information we need to process your large UCC requests.  These can come in the body of an email, or, more commonly, as an Excel spreadsheet.

  • Debtor Names:
    • Companies
      • Full names, including corporate endings
      • Possible DBA names
      • Previous names
    • Individuals
      • Full legal names including middle initial
  • Jurisdictions; States:
    •  Companies
      • Domestic State of Incorporation
      • Principal Place of Business (optional)
    • Individuals
      • State of residency
      • Prior State(s) of residency (optional)
  • Jurisdictions; Counties:
    • Companies
      • Domestic State of Incorporation Office Location County or Registered Agent County
      • Principal Place of Business County and State (optional)
    • Individuals
      • State of residency County and State
      • Prior State(s) of residency County and State (optional)

You can request a Debtor Due Diligence Search nationwide with us today either online or by sending your request to orders@incserv.com.  Please give us a call if you have any questions or would like additional information.   We look forward to hearing from you and hope you’ve enjoyed this series!

 

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The Labor Day Holiday!

Happy Labor Day!  For most people, Labor Day is the ultimate long weekend – it’s the end of summer and the beginning of fall, celebrated by many by heading to the beach, enjoying family BBQs, or spend time relaxing by the pool.  It is a weekend of celebrations, which is appropriate because Labor Day itself is a celebration of the achievements of the American workers and the contributions they have made to the prosperity of our country.

Here are a few facts about Labor Day:

  • The first Labor Day occurred on Tuesday, September 5, 1882 in New York City, planned by the Central Labor Union.
  • Oregon was the first state to make Labor Day a holiday in 1887.
  • It was established nationwide as a holiday in 1894.
  • The eight-hour workday was established in 1916.

However you choose to celebrate the end of summer on this Labor Day, take a minute to thank yourself and all of the hard-working Americans who helped to build this nation – past, present, and future.

 

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