Submitted by UCS on September 9, 2014

Now that you have registered your business in Delaware…what do you do now?

Paula Lintner, Branch Manager of the Delaware office, sheds some light on the things you should know about your Delaware entity. This continues our series on Registered Agent Services and addresses some of the questions we receive daily from our clients after they form a Delaware entity.

Now that you have registered your business in Delaware…what do you do now?

You’ve taken that big step. You incorporated or formed your company with the Delaware Secretary of State.  You have your Certificate of Incorporation (or Formation, or Limited Partnership) in your hand and you are wondering what those next steps are.  We are here to help answer some of your questions.

What do I need to do to be compliant with the Delaware Secretary of State?

The most important thing you can do to maintain your company is to maintain your good standing status with the Secretary of State of Delaware.  To do so, you must do two things:

1. Remember one Date – For corporations it is March 1^st.  Corporations are required to file their Annual Report and pay their tax by March 1^st of every year.  For Limited Liability Companies, Limited Partnerships and General Partnerships (alternative entities) it is June 1^st.  Alternative entities are required to pay their annual tax by June 1^st of every year.   You will receive a notice from your registered agent several weeks prior to the due date.
2. Maintain the services of a registered agent- Entities in Delaware are required to maintain an office and agent in the state of Delaware.  Your registered agent will send you an invoice for this service each year.  This fee is different than the annual fees due to the Secretary of State.   Nonpayment of this fee could jeopardize the good standing status of your company. What does a Registered Agent do? for more details on what this service provides for your company.

How do I maintain the internal records for my entity(s)?

A company is required to maintain accurate records of actions taken by the company, e.g. electing directors & officers, issuing stock, changing names, locations, etc.  Some require a subsequent filing or notification to the Secretary of State.  But all require a recording in the internal records.

1. Statute requires that corporations maintain Bylaws and LLCs maintain an Operating Agreement within their internal records.  These documents lay out the overall organization of the company and their day to day operations.  Your registered agent can prepare these documents for you or you can find samples in your corporate or LLC kit.
2. A corporate or LLC kit can help you maintain proper internal records.  A corporate kit contains: a metal seal press, stock certificates, stock transfer ledger, IRS forms, and samples of documents like the Bylaws, Minutes, and Resolutions, all in a 3-ring binder and slip case for safe keeping. The LLC kit contains similar documentation specific to that entity type.

 What are the subsequent filings I may need to prepare and file? 

1. Qualification – Doing business in a state other than Delaware?  You may be required to register your Delaware entity in that state.
2. Business Licensing – Many federal, state and local jurisdictions require a business license depending on the location and purpose of the business. Failing to comply with licensing requirements may result in penalties and fees that can be substantial.  Proper licensing can help your company save time, reduce costs, avoid penalties and remain in compliance. A Business License Compliance Package (BLCP) will help explain and outline the steps for you.
3. Employer Identification Number (EIN) – Corporations are required to have an EIN, a number issued by the IRS that identifies an entity much like a Social Security Number identifies an individual.
4. Amendments – Anything listed in your formation document that changes (e.g. the name of the entity, stock authorized, etc.) must be reported to the Secretary of State by filing an Amendment.

Are there other services I need to consider in maintaining this entity?

Mail Forwarding – Do you need an address and service for your company correspondence to go through your Delaware registered agent address?  If so, mail forwarding services can be provided by your registered agent.

Supporting Documents – often times, companies will need a document for a filing or bank account or a closing.  The types of document will vary based on the purpose.

Reputation Monitoring– many companies use a service to manage and monitor their online reputation.

United Corporate Services, Inc. is here to help you manage your entity both internally and externally.  Contact us and ask us how we can help!