SINCE 1974
I recently attended an LLC seminar sponsored by the National Business Institute in Wilmington, DE. The seminar was titled “LLCs From Start to Finish.” As an incorporation specialist with IncNow it served as a chance to reinforce my knowledge on all-things-LLC and learn from presenters with different perspectives on Series LLCs, accounting issues, and particularly […]
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Two hundred years ago, if you were to invest in a shipping sailboat going across the ocean, the owners were personally responsible for not only the cargo and the ship but everything that went wrong; if it ran into a dock or another ship, the owners were responsible. This caused the owners to be afraid […]
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IncNow President John Legaré Williams recently gave a TEDxWilmington Talk on the series LLC. This is what he discussed. The Series LLC allows you to separate your assets Many business types can use the Series LLC The Delaware Series LLC is a popular choice I need you to suspend your disbelief just for a second […]
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In order to explore what makes corporations and LLCs different, it is important to first note the one primary way in which they are similar: both have a barrier that prevents business debtors from collecting against the personal assets of an owner. This means the owners’ personal assets are not available for collection by a […]
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The American Bar Association tackles Delaware LLC operating agreements and general business practices in a new article featuring IncNow President, John Williams. Williams serves as a key contributor in “Operating Agreements Today: The Foundation to Avoid Controversy Tomorrow,” found in the ABA’s Probate & Property magazine. The passage outlines common oversights when forming an LLC, […]
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Unlike a Delaware corporation, a Delaware limited liability company (“LLC”), is characterized by the following “built in” attributes often not found in the documents, older rules and stricter formalities that apply to corporations. Of utmost importance to the Delaware LLC’s desirability is the freedom of contract for its members in arranging the organizational structure of […]
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How is the change in membership documented? Typically, the names of LLC members are not filed with the State of Delaware, therefore there is no amendment that needs to be filed with the Delaware Division of Corporations or your Registered Agent to add or remove members from a Delaware LLC. The names of the members […]
Continue ReadingUPDATE: In the aftermath of the Green Hunter Energy case, Wyoming legislature recently added two new subsections to its LLC Act that will make “piercing the veil” of a Wyoming LLC more difficult. The law has been amended to address the limited liability of Wyoming LLC Members, which was weakened by the Green Hunter decision: […]
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For acquisitions or refinancings over $5 Million, the borrower may be able to obtain more competitive interest rates though Commercial Mortgage Backed Securities (“CMBS”) loans instead of traditional bank financing. CMBS loans meet special requirements allowing them to be bundled and sold in blocks on capital markets. Usually income properties with tenants are the most […]
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Can you specify a future filing date for a business? Must a business be formed on a weekday? Can you “back date” a business filing? Dear IncNow, I would like to form an LLC on a date that happens to be on a Saturday this year. Can the LLC’s formation papers still have this date, […]
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If the Certificate of Formation does not list owners, what document proves I am an owner? My bank won’t accept the LLC Agreement. Do I have another option? Is it necessary to amend my Certificate of Formation to list the owners? Dear IncNow, My bank is telling me that I need my registered agent to […]
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“Thank you for your email, but I will require an original of the Certificate of Good Standing with a raised seal. California does not accept copies. Please mail out the original with the rest of my formation documents. Thanks.” Dear Customer, The Certificate of Good Standing that we sent as an attachment to our email to […]
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I am keen on learning more about setting up an LLC in Delaware. As an Australian citizen living outside of the USA, will I have to pay tax on the income/profit generated by the LLC, or would I be paying taxes as part of my personal income tax? Dear Customer, We would be happy to help […]
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“Why does Delaware have such business-friendly corporation laws?” Dear Customer, Delaware has the most pro-business laws of any US state and has a “goldilocks” balance of being stable and slowly evolving. When teaching corporate law, professors across the country teach Delaware corporate law. The United States Chamber of Commerce has recognized Delaware’s business dispute and […]
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If I form a Delaware LLC, will I need to register it in my home state where I do business?” Dear Customer, A Delaware company can be operated from any state within the United States. The question is whether you will need to file with the other state(s) where you are doing business. The answer is […]
Continue ReadingOver Labor Day weekend, after over a decade of development efforts, the Delaware Division of Corporations (the “Division”) successfully launched a new web-based system to administer its business entity and UCC filing systems. Fortunately, Delaware state administrators and the agent community had a long period to train, test and update the system to make sure […]
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“I want to start a LLC and one of my investors is a disabled veteran. Can I state that my company is a disabled veteran owned business?” Dear Customer, Usually the majority of owners (51%) need to be part of the qualifying category to be recognized as a disabled veteran-owned business. That also applies to […]
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Serial entrepreneurs should consider the Delaware Series LLC, the most cutting-edge type of business on the market. While it is advisable to set up a new LLC for each different business interest, if the cost of managing a dozen or more companies is overwhelming, consider another alternative: the Series LLC. Are you someone who is […]
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“One of the Members of my Delaware LLC is no longer active in the company. What records do I need to update to reflect this change?” Because the names of the LLC members are not usually filed with the State of Delaware, there is no “amendment” that needs to be filed with the Division of […]
Continue ReadingDelaware Courts will enforce your Delaware LLC Operating Agreement as written. It’s important to document the essential business understanding from the outset. Anyone starting an LLC in Delaware should have a written Delaware LLC Operating Agreement detailing the management and ownership structure. An LLC Agreement is required in Delaware and although the verbal agreement is legal, […]
Continue ReadingOn May 1st, IncNow President John Williams led a panel of distinguished attorneys on the topic of LLCs in real estate transactions. Also presenting were Andrea Whiteway of McDermott Will & Emery LLP, Barry Nekritz of Faegre Baker Daniels LLP, Edward Wender of Venable LLP and Doug Walker of Miles & Stockbridge P.C. The venue […]
Continue ReadingShould you create another LLC to insulate hot assets from cold assets? The main reason to segregate assets into ring-fenced islands of brother-sister LLCs is to prevent a fire on one part of your business destroying assets in another part of your business. Let us say you are planning to open a fitness center business. […]
Continue ReadingSince one of the first steps in opening a business is launching a website, that may be the first thing you should protect. This is especially true if your website is particularly unique or creative. While you obtain rights merely by publishing it and marking the page copyrighted (e.g., © 2015 Agents and Corporations, Inc. […]
Continue ReadingA few years ago, pressure from U.S. Treasury and International countries prompted Delaware to require a “communications contact” for each LLC formed in Delaware. A 2014 Amendment clarified what is required of this communications contact, including access to ownership and management contact information. What is a Communications Contact for a Delaware LLC? Before these 2014 […]
Continue ReadingOn November 20, 2014, the American Bar Association Real Property, Trusts and Estates Section appointed IncNow President John L. Williams, Esq. as an American Bar Association (ABA) Section Advisor on the Uniform Laws Commission (ULC) committee to draft Series LLC provisions that numerous states will use as a model for laws establishing series entities, including […]
Continue ReadingWhen financing real estate projects over $3,000,000 from across the country, often the best rates are available when Commercial Mortgage-Backed Securities (CMBS) loans are used instead of traditional bank financing. We have seen these requests made for a variety of business properties such as storage facilities, student housing, multi-family housing, retail centers and commercial office […]
Continue ReadingMommy Blogs have exploded in popularity in the last few years. Now anyone with a computer or smartphone is able to express her opinion to potentially millions of female household decision-makers on easy-to-use and often free or inexpensive platforms such as Tumblr and WordPress blogs. Due to the perceived informal nature of a blog, mommy […]
Continue ReadingDelaware may be known for being “business friendly”, but Delaware can be a buzzkill when it comes to blatant “marijuana” business names. The Delaware Secretary of State rejects certain names it administratively determines are not engaged in a “lawful business, purpose or activity.” Delaware does not mind if you want to export entity products, but do […]
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If you want the benefit of an LLC in Canada, you will need to form an LLC in the United States. Most people from Canada who want an LLC will form it in Delaware. Surprisingly, Canada has no equivalent to the LLC under national or provincial laws. The process of forming a Delaware LLC and […]
Continue ReadingAnyone who can incorporate in another state can decide instead to incorporate in Delaware. U.S. constitutional law allows you to incorporate in Delaware with the same rights and privileges as a business incorporated in your home state. The difference is that Delaware law will govern the internal affairs of your business. People from all over […]
Continue ReadingA limited number of commercial registered agents have access to a dedicated online connection to the State of Delaware. This online filing system is not web based. It is a MS-DOS based terminal where the user has direct access to the Delaware Secretary of State Division of Corporations mainframe. DCIS stands for Delaware Corporation Information […]
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One of the most commonly asked questions is whether a business address or physical address is a requirement to incorporate in the state of Delaware. Both domestic and international customers ask this question. Since most of the businesses filed in Delaware are located outside Delaware; this is a common concern. Do not let this concern […]
Continue ReadingA new Delaware law confirms that the charging order is the sole and exclusive remedy for judgment creditors. This means that other remedies, such as attaching, garnishing, and foreclosing on the interest are not permitted under Delaware law. Charging orders mean that a debtor’s interest can only be assigned to a judgment creditor, giving only […]
Continue ReadingChances are you are located outside Delaware, but your friends suggested Delaware to you. The question is why? Why would you incorporate in Delaware, when you could incorporate in your home state? We have created an infographic that explains why to incorporate in Delaware. Why is Delaware the best place to incorporate? The simple answer is […]
Continue ReadingChances are you have researched the term Delaware LLC and you are almost ready to incorporate a State of Delaware LLC. Yet you are anxious to get started and want to choose an incorporator to start your Delaware LLC quickly and be a reliable Registered Agent in Delaware. The question you have is how long […]
Continue ReadingDelaware is one of the best states that offers the self-funded Asset Protrction Trust (“APT”). This trust is designed to protect assets from future creditors, yet provide an income benefit to you, the donor. This is a trust commonly used by medical and dental professionals, executives, business owners, to hedge against future business and professional […]
Continue ReadingIncnow is excited to announce that John Williams will be presenting a seminar on the Series LLC to the American Bar Association’s section on Real Property, Trusts and Estates titled: Why Everyone Could Use a Series LLC. The seminar will be a 1.5 hour teleconference at noon on Tuesday, May 14, 2013. Having set up […]
Continue ReadingHere is an upcoming Class that John Williams will be presenting to Entrepreneurs: Mon, May 20th, 2013 6:00 pm – 8:30 pm EDT The coIN Loft 605 N. Market St., Second Floor Wilmington, DE 19801 Welcome to the world of incorporating for entrepreneurs, simplified. Incorporating is an easy step that should not be overlooked or […]
Continue ReadingWould you buy a dozen eggs with each in its own individual packaging? Would you buy a dozen eggs all sloshing around in a basket together? In the first example, the packaging is wasteful and embellished and makes them hard to open when needed and difficult to carry around. However in the second example the […]
Continue ReadingWhile the thought of Facebook may conjure up images of Justin Timberlake scheming plans in sunny Palo Alto, a lot of people would be surprised to learn that they incorporated in Delaware. Facebook also had to file a Certificate of Authority in California which is different from re-incorporating in California. Instead Facebook in California is […]
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