CorpCo is pleased to announce that we speak Spanish !  Please visit us at the CorpCo Spanish Website for  information about our services and links to our pricing and our order forms!

Can I change my Registered Agent (RA)? – Yes, the Registered Agent and/or Registered Office can be changed by filing simple paperwork with the Secretary of State’s office.   There is normally a small filing fee charged by the State to file this paperwork.   CorpCo can prepare the change of agent/office documents and file this paperwork on your behalf, as well as act as your Registered Agent in any state.   Contact our office for more information and fees.   

Can I be my own Registered Agent (RA) ?  Yes, you can act as your own Registered Agent (RA) as long as you meet the requirements (see “What is a Registered Agent (RA)” above).   Remember that the Registered Agent is part of the public record and listed on the incorporation documents.  If you do NOT want your name and address to be accessible to the public you should NOT act as your own Registered Agent.  If you plan to change your address frequently you will have to file “change of registered office” paperwork with the State EVERY TIME to change your address.  This can become costly and may be a reason to NOT act as your own Registered Agent .

So here we go – answers to the most commonly asked questions regarding Delaware franchise taxes and annual reports:  (And if your question is not answered below, contact  CorpCo )

WHO NEEDS TO FILE – If you have a Delaware corporation that was in existence for ANY amount of time in 2011, then you must file the annual report and pay the franchise tax for 2011, on or before March 1, 2012.  It makes NO difference whether your company is a “franchise” or not – this is simply the name the tax goes by …… EVERY “for profit” Delaware corporation must pay a franchise tax and file an annual report each year, for being in existence the previous year.  (Delaware LLC’s file and pay an annual tax as well, but these tax reports are not generated until March and not due until June 1st.)

WHEN WILL I RECEIVE MY REPORT/BILL AND WHEN IS IT DUE:  Reports and tax notices are generated by the Delaware Secretary of State’s office in December and you will receive yours in early January.  The report and tax must filed/paid no later than March 1st.  If received after March 1st, a $125 late fee is added, and interest will continue to accrue on the balance due, until paid in full.

HOW ARE TAXES CALCULATED – Franchise taxes are calculated based on the number of authorized shares of stock in the company – for no par value stock, the following calculation always applies:

• 5,000 shares or less (minimum tax) $75.00
• 5,001 – 10,000 shares – $150.00
• each additional 10,000 shares or portion thereof add $75.00
• maximum annual tax is $180,000.00

 For corporations with PAR VALUE assigned to their authorized  stock – the following calculation can be used:

Assumed Par Value Capital Method

To use this method, you must give figures for all issued shares (including treasury shares) and total gross assets in the spaces provided in your Annual Franchise Tax Report.  Total Gross Assets shall be those “total assets” reported on the U.S. Form 1120, Schedule L (Federal Return) relative to the company’s fiscal year ending the calendar year of the report.  The tax rate under this method is $350.00 per million or portion of a million.  If the assumed par value capital is less than $1,000,000, the tax is calculated by dividing the assumed par value capital by $1,000,000 then multiplying that result by $350.00.  

The example cited below is for a corporation having 1,000,000 shares of stock with a par value of $1.00 and 250,000 shares of stock with a par value of $5.00 , gross assets of $1,000,000.00 and issued shares totaling 485,000.

1. Divide your total gross assets by your total issuedshares carrying to 6 decimal places.  The result is your “assumed par”.Example: $1,000,000 assets, 485,000 issued shares = $2.061856 assumed par.
2. Multiply the assumed par by the number of authorizedshares having a par value of less than the assumed par.Example: $2.061856 assumed par s 1,000,000 shares = $2,061,856.
3. Multiply the number of authorized shares with a par value greater than the assumed par by their respective par value.Example: 250,000 shares s $5.00 par value = $1,250,000
4. Add the results of #2 and #3 above.  The result is your assumed par value capital.Example:  $2,061,856 plus $1,250,000 = $3,311 956 assumed par value capital.
5. Figure your tax by dividing the assumed par value capital, rounded up to the next million if it is over $1,000,000, by 1,000,000 and then multiply by $350.00.Example: 4 x $350.00 = $1,400.00
6. The minimum tax for the Assumed Par Value Capital Method of calculation is $350.00.

 WHY WOULD I BUY A SHELF CORP? – Most commonly, a Shelf Corporation is purchased by an individual or group of investors who would prefer to have a back-dated corporation rather than form a new entity as often times business relationships are more easily established with an older company. It is quite common for distributors, manufacturers, governmental agencies and most commercial lending institutions to require that a company have an established history when entering into a contractual agreement. 

Other reasons include: to save the time is takes to form a new company by purchasing an existing one instantly, to create company longevity, the ability to gain access to earlier corporate credit, and to gain the opportunity to bid on contracts.

Yes -  An incorporated entity must be formally dissolved (or formally canceled if it is an LLC) by filing paperwork with the state in which it was incorporated in.  Simply filing a final income tax return with the IRS  does not dissolve the company with the State where it is incorporated/organized.

Although is varies slightly from state to state, normally a certificate of dissolution or cancelation is prepared and filed with the state office, and all current and past taxes and/or annual reports and fees are filed/paid.  There is normally a filing fee charged by each state office to file this paperwork, and it can range from $10 to $500.

 CorpCo can assist with the preparation and processing of dissolution or cancelation paperwork in any state.  Please contact our office for additional information and/or a specific fee quote for you company. 

The state where I am incorporated put my company in “VOID” status – does that mean I don’t have to dissolve because they have already “closed the company” ?

No –  An incorporated entity must STILL be formally dissolved (or formally canceled if it is an LLC) by filing paperwork with the state in which it was incorporated in.  “Going VOID”, becoming administratively dissolved, or getting revoked is not the same thing as formally dissolving the company.  This instead puts the company in a “Limbo status” and additional taxes/penalties and/or interest may continue to accrue until the company is PROPERLY dissolved or canceled with the state office.

Although is varies slightly from state to state, normally a certificate of dissolution or cancelation is prepared and filed with the state office, and all current and past taxes and/or annual reports and fees are filed/paid.  There is normally a filing fee charged by each state office to file this paperwork, and it can range from $10 to $500.

CorpCo can assist with the preparation and processing of dissolution or cancelation paperwork in any state.  Please contact our office for additional information and/or a specific fee quote for you company.

We always recommend that you speak with your accountant or attorney for advice and guidance on the type of company you should be forming and the state you should be incorporating in, but once you have made these choices, here is your INCORPORATION CHECKLIST:

INCORPORATION CHECKLIST

1. Company Name – we recommend that you pick 2 or three different company names as there may be a filing conflict with your first choice.   Changing or adding something to the “base” of the name is important – simply changing ABC Inc. to ABC Corp. does not change the name itself, it only changes the corporate indicator.  Adding something to the name, for example ABC Group Inc., or ABC Partners Inc. actually changes the name and may then make it available for use.

2. Nature of business the company will be conducting – Just a sentence or two is all that is necessary.  At CorpCo we normally use the “General Purpose Clause” when preparing incorporation documents, this allows you to conduct any lawful business; however, a handful of states DO require a specific nature of business and we will ask you for this information when you complete your Incorporation Order Form.

3. Initial Director(s) or Member(s)/Manger(s) Information – Most states allow you to incorporate anonymously (meaning you do NOT have to include the initial Director or Manager/Member information on the Certificate of Incorporation/Formation itself); however, we need this information to provide you with an internal corporate resolution which allows you to hold your first meeting and appoint the rest of your operating board.

4. Number of shares of stock authorized in the company and the “par value” if any – This only applies when you incorporate a for profit corporation (LLC’s do not have stock).  Most states have a “standard” amount of stock/par value that allows you to authorize “the most shares for the minimum cost”.  For example in Delaware this is 1500 shares of no par value (no minimum selling price established) stock.  We do NOT need to know how many shares will be issued, just how many will be authorized.  Contact CorpCo for specific guidelines for the state you wish to incorporate in.

5. Contact person information – CorpCo will prepare and process your documents on your behalf, as well as act as, the Registered Agent for the company.  We ask for one contact person to be assigned to our files for sending official mail, updates and any tax notices or invoices.  The name, address, phone number and email address are all that is necessary.

6. What about conducting business in OTHER states, other than the state I incorporated in?

When you conduct business in a state other than where your company is organized, you may be required to register in that state.

If required, every state has their own certificate needed for registration or qualification for foreign corporations.  The form required to be filed by foreign corporations is either called the Foreign Corporation Certificate, or the Statement and Designation by Foreign Corporation. These forms provide information about your corporation to the other state you are looking to conduct business in.

We recommend you contact the Secretary of State’s office in the State(s) you are conducting business in to see if this registration will be necessary. Each state has different rules and requirements and you must contact each state office separately for this information. If you have any other questions about foreign registration, or would like to register your company to conduct business in another state, contact us at CorpCo (302) 652-4800.

Trademarks and Copyrights both protect and give ownership to you and/or your business, but each do so for different things.  The one you apply for will depend on “what” you want to protect.

Names, symbols, images, catch phrases are protected by a Trademark.  A trademark owner can sue and prevent other people and businesses from using the name/symbol/image that display their trademark.  A n example of a name that is trademarked would be ”Pepsi-Cola”.  An example of a catch phrase would be “just do it” as shown on Nike brand advertisements.

For more information and to start the Trademark application process, visit the United States Patent and Trademark Office

Original creative works that are visual or written (songs, photographs, books, scripts, etc.) would be protected with a Copyright.  The owner of a copyright is able to protect and control how their creative work is used and presented.

For more information and to start the Copyright application process, visit the United States Copyright Office

The Series LLC is defined as: “…a limited liability company with more than one series of members, managers, or LLC interest having separate rights, powers, or duties with respect to specified property or obligations of the LLC. Any series may have a separate business purpose.”

Two main perks of the Series LLC are:

-       Debts and liabilities can be “separate” for each “series”; allowing one limited liability company “container” to be created, but allowing each “series” within the container to have separate protection.

-       Each “series” can have a different business purpose.

The formation of a Series LLC is only permitted in a handful of states at this time, Delaware being one of the most popular states of formation.  Most states do, however,  allow a Series LLC that is formed in another state to register to conduct business there. Contact CorpCo for more information and specifics on the state(s) you plan to conduct business in.

As  defined by the IRS : An FBAR (or Report of Foreign Bank and Financial Accounts) is a filing that must be submitted by any United States person who has a financial interest in or signature authority, or other authority over any financial account in a foreign country, if the aggregate value of these accounts exceeds $10,000 at any time during the calendar year.

We receive many inquiries regarding FBAR filing at CorpCo and have prepared a list of FAQ’s we encounter.

What constitutes a “foreign country”?  A “foreign country is any geographical area outside of the United States,  Puerto Rico, the Northern Mariana Islands and US territories (Guam, American Samoa, U.S. Virgin Islands.)

Who is considered a “United States person” ?  A citizen or resident of the United States, a domestic partnership, a domestic corporation, single-member LLC and/or a domestic estate/trust.

When must the FBAR be filed?  The FBAR filing is due by June 30^th of the year following the year the account holder meets the $10,000 account value.  The IRS does not provide or allow for extensions past this date.

How do you get FBAR forms?  They are available online through the IRS or may be requested by phone through the IRS at 800-829-3676

Where do you file FBAR forms?  The completed forms are sent to the U.S. Department of the Treasury, P.O. Box 32621, Detroit, MI  48226.

Need more information?  Email the IRS directly at FBARquestions@irs.gov and/or visit the IRS website.

This is not a requirement from the State office and these letters are NOT official.  By responding to these letters and/or sending payments in response to them, you receive nothing in return and in some cases your registered agent information may be changed or removed from the state’s records.

At CorpCo we encourage all of our clients to contact us when they receive any unusual or unexpected documents that require a filing fee.   We can quickly and easily confirm whether or not the letter/request is legitimate.  Please contact our office for more information or any questions regarding this topic!