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Delaware Jurisdictional Update – Certificate of Validation

The Delaware Senate has passed legislation and the Governor has signed into law a new corporate filing called a Certificate of Validation.  The Certificate of Validation will become effective April 1, 2014 and the cost for filing is $2,500.

The new law allows corporations to file a Certificate of Validation stating there was miscommunication(s) and or error(s) that occurred previously.  In other words, if proper approval was not given or subsequent changes were not properly recorded/filed with the Delaware Division of Corporations (the “Division”), a Certificate of Validation can now be filed correcting the miscommunication(s) and or error(s).

Note: If a corporation reduces their shares of stock and/or par, files its annual report and pays a large amount of taxes, then subsequently files a Certificate of Validation to correct the record, no overpayment will be refunded.  However, if the Certificate of Validation shows a prior increase in authorized shares, additional franchise taxes may be due.

 

Delaware Statute Update

Following please find several changes to Delaware law that became effective August 1, 2014.

Currently Delaware statutes require each entity provide to its registered agent the name, business address and business telephone number of a person designated as the “communications contact” for the entity.  This “person” must be a natural person and may not be another entity.  Two new Acts expand on this designation.

1)      House Bill # 327 – If requested by its communications contact, the limited liability company (LLC) must now be able to provide him/her with the name, business address and business telephone number of a natural person who has access to the name and last known business, residence or mailing address of each member and manager of the LLC.  Click here for additional clarification of this responsibility, as well as other changes included in the Act.

2)      House Bill # 328 – Sets forth similar requirements as HB 327 with regard to the communications contact except it applies to limited partnerships and the provision of information regarding each partner. Click here for additional clarification of this responsibility, as well as other changes included in the Act.

House Bill # 329 – Several changes were made to the General Corporation Law including those pertaining to actions where there may be limitations on an incorporator’s availability to act, and the filing of Certificates of Amendment to delete certain Certificate of Incorporation information, as well as additional provisions. Click here for additional information regarding these, as well as other changes, included in the Act.

House Bill # 364 – This bill provides for restrictions on the use of the word “bank” in the names of statutory trusts. For more information on this and other changed provisions, see here.

 

Florida – Distinguishing Names

Changes in recent Florida legislation now allow the use of “Florida” or “of Florida” to make names distinguishable from existing entities. In the past, entities filing in the State of Florida were indistinguishable as determined by the state, when using the words “Florida” or “of Florida” in their names when compared to existing entities.  For example, a company named “ABC of Florida, LLC” or “ABC Florida, LLC” could not be discernible from an entity with the name “ABC LLC” thus could not be filed.

This change comes with a bit of a snag. The FL Department of State is required to reject the filing of any document submitted, that meets this criteria, and then advise the filer that the name is similar to another name on record. Once rejected, the state gives the option to resubmit the filing as-is or choose another name and send a revised document.

Florida Seal

 

Florida Benefit Corporations

Legislation has been approved enabling businesses to form as benefit corporations. The Bill the bill took effect creating two new types of corporations – social purpose corporations and benefit corporations. There are now 27 states that have enacted legislation for benefit corps.

Florida Seal

Accumera LLC News – Order Form, Package & Pricing Update

As part of our continuing effort to serve our clients we are pleased to announce that, effective November 1st 2013, we have updated our order forms, package options and pricing. These updates are a result of client inquiries requesting more comprehensive order forms and additional package options. As a result of the update clients can now choose a package that best suits their needs and is cost effective.

Our new order forms can be downloaded via our website at: https://accumera.com/download-form/

The order forms have been updated to be more user friendly and request additional information needed to process your request. Most importantly you will see that the new company formation order forms have three packages to choose from, ECONOMY, VALUE and PREMIUM. Each package has increasing options starting with the ECONOMY Package which includes the following:

  • Unlimited phone support
  • Company name search
  • 24-Hour order processing
  • Professional preparation and review of documents
  • Electronic or paper submission of filing
  • Fed-Ex shipping to/from state (if required)
  • All state formation filing fees
  • E-mail confirmation of filing and delivery of formation documents
  • 2 Stock/Membership Certificates printed on high quality, 24lb paper, with watermark and copy protection
  • Stock/Membership transfer ledger
  • Fed-Ex 2-day shipping of original documents
  • Federal Tax ID and S-Corp Election (Included for S-Corporation Packages Only)

 

The VALUE Package has been our “standard” package for over 4 years and is what many of our clients are used to. The VALUE Package includes the following:

  • All Items From ECONOMY Package plus…
  • Expedited state filing fees
  • Corporate/LLC Kit (Includes: 3-ring Binder with 265 sheet capacity, gold detailing and matching slipcase)
  • Customized folding 1-5/8” Corporate Seal
  • 20 Stock/Membership Certificates printed on high quality, 24lb paper, with watermark and copy protection
  • Stock/Membership transfer ledger
  • Corporate/LLC minutes and bylaws on CD in .PDF format
  • Fed-Ex ground shipping of corporate/LLC kit
  • Federal Tax ID and S-Corp Election (Included for S-Corporation Packages Only)

 

The PREMIUM Package is the next step up and is for those looking for complete company start up package. The PREMIUM Package includes the following:

  • All Items From Value Package plus…
  • Certified copy of your formation document ordered on an expedited basis
  • Preparation of the SS-4 application and obtain federal tax ID number (EIN)
  • S-Corp Election (Included for S-Corporation Packages Only)
  • Preprinted minutes and bylaws/operating agreement
  • Preprinted stock/membership certificates and stubs
  • Preprinted stock/membership transfer ledger
  • Corporate/LLC minutes and bylaws/operating agreement on CD in “fully editable” .WORD format

 

The packages can be tailored to your to your specific requirements and include any additional services needed.

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About Us

Headquartered in Albany, NY, Accumera is a company formation, business maintenance and document retrieval service provider. We provide services in all 50 States and the District of Columbia. We assist small business owners, entrepreneurs and professionals worldwide by providing fast, reliable and personal services. At Accumera our clients are not just a number… We promise to provide you with the services to get your business up and running so you can grow your business into a success.

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US & Canada Toll Free: (888) 467-1289 | International: (518) 937-9117 | Fax: (518) 937-9128 Physical Address: 136 Washington Ave., Albany, NY 12210
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