Routine Filings that Clients Sometimes Neglect
While conducting business with their Delaware company, sometimes clients experience unexpected changes that force them to alter the direction of their company. Perhaps, they need to change the name of a Delaware company, or maybe they need to amend the stock structure of their Delaware Corporation. Or, sometimes, clients may need to formally dissolve their Delaware Corporation or cancel their Delaware LLC unexpectedly due to unforeseen circumstances outside of their control.
While these changes sometimes come out of nowhere, and the initial Delaware business filings can easily be made to make some of these specific changes, clients sometimes are not aware of other filings that may be required if they make any changes to their Delaware company.
For example, a client may have a Delaware LLC under the name, IT Program Developers LLC, and needs to file a Name Amendment in Delaware. This LLC is also be foreign qualified to do business in California as a Delaware company. While the process to file a Name Amendment in Delaware is a straightforward and routine filing, clients will sometimes have to file a change to the company name in California as well since the company is qualified to do business in that state as a Delaware company. If a company is foreign qualified to do business in multiple states, it’s important to check name change requirements for those states as well. Clients sometimes think that simply changing the name of their company in Delaware means that the company name will be updated in each state the company is qualified in which is not the case.
And sometimes, clients think that if the company name changes in Delaware, that the name will also be updated with the IRS automatically if the company has already obtained an EIN or Federal Tax ID Number for the company. Clients generally would have to update the company name with the IRS directly or with the help of a tax professional, as that aspect would be outside our scope of services. Click here for a helpful link regarding this matter.
Or, maybe, a client has a Delaware Corporation, ABC Properties Inc., and they unfortunately have to formally dissolve the Delaware Corporation. While filing the Certificate of Dissolution, paying any remaining Delaware Franchise Tax, and submitting annual reports will accomplish this task in Delaware, clients sometimes are unaware that other filings may be needed. For example, if this particular client foreign qualified their Delaware Corporation in Florida, then they will also need to formally withdraw the Florida Foreign Qualification as well so that the company is no longer deemed active in that jurisdiction.
A client may also need to convert their entity type in Delaware from an LLC to a Corporation. If they foreign qualified their Delaware company in another state, a specific filing may be required to be completed in the secondary jurisdiction to reflect this specific change as well. Or, perhaps, a client is converting a non-Delaware company into a Delaware company from another state. While filing a Delaware Certificate of Conversion and new Certificate of Formation/Incorporation is routine, if the client wishes to complete this process, they also may need to work with the domestic state of incorporation to determine if any loose ends need to be tied on their end.
There may be other filings that sometimes need to be submitted in other jurisdictions as it pertains to your Delaware company and at Harvard Business Services, Inc. we can certainly look into specific requests to determine if we can assist. If you plan on forming a new Delaware company and obtaining an EIN, or if you have any questions regarding the formation process, or if you need help with any of your Delaware business filings, we can be reached at 1-302-645-7400 or 1-800-345-2677 ext. 6900 or via email at info@delawareinc.com. We can also be reached via skype at delawareinc.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.