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Archive for January, 2007

Is your LLC or Corporation on the list below?

Wednesday, January 31st, 2007

If your company appears in the list below you need to send your contact details to your registered agent (Aradel Inc.) as soon as possible. The registered agent is unable to contact you and can’t send your State notice to pay your annual Franchise tax. The tax for corporations is due before March 1st each year and LLCs are due before June 1st each year. After that date you will incurr a $100 fine and ongoing interest. Your company can then be made void and the registered agent can remove himself as your agent. Please click on the link below so that the registered agent has your details.

Is your company on this list:

  • 4UBAGS, INC
  • Ledzone LLC
  • McGinley Consulting Group, LLC
  • Medi-View LLC
  • My Business Pages, LLC
  • Play Your Heart Productions, LLC
  • WB Investment, LLC
  • Star Aero Services, LLC
  • Grolis LLC
  • Multiverse Infinite Group, LLC
  • WEBSMITH CORPORATION
  • YOUR BUSINESS COACH COMPANY
  • PORTABLEDEALS INC
  • Eurosheds Incorporated
  • Gnarly, Inc.
  • Nac International Group, Inc
  • T-Tronik Institute
  • Zuho, Inc.
  • Grosvenor Films Inc
  • Health and Wealth Systems, Inc.

If you are the owner of one of the above companies please click the link below and enter your details:

http://www.myuscompany.com/registration.htm

You will also need to email Gerry Ballard (his details are in our members only area) and request your Franchise Tax notice as soon as possible. Failure to do this can mean the State Office will void your company.

Issuing corporate shares

Monday, January 22nd, 2007

Stock certificates can be purchased, or you can type up your own. Although most companies have fancy stock certificates, it’s not required. In fact, a stock certificate can even be hand written.

Stock certificates need to include the following:

The front of the certificate must show:

  • The corporate name
  • State in which is was incorporated (Delaware)
  • Name of the share holder
  • Number of shares
  • Class of share
  • The series of stock

The certificate must also be signed by one or more of the officers as agreed to in the bylaws, or by the board of directors.

Below is a sample certificate you can download:

> SAMPLE STOCK CERTIFICATE

Warning: if you plan to sell shares to the public you need to talk to a lawyer

Sample shareholder agreement

Friday, January 19th, 2007

A shareholder agreement is used to determine what happens in the event of the death, retirement, etc. of a shareholder. It also explains voting rights, employment, etc.

> DOWNLOAD SAMPLE AGREEMENT

Keeping corporate records

Friday, January 19th, 2007

You will need to keep a record of the following:

  • A list of the names and addresses of all shareholders
  • A copy of your Articles of Incorporation
  • Income tax returns (if applicable)
  • Your bylaws
  • Your meeting minutes
  • Copies of financial statements showing initial capital contributions paid by shareholders
  • Keeping corporate minutes

    Friday, January 19th, 2007

    Keeping minutes (a record of decisions made at meetings), provides greater protection for you and your company.

    Even if you are a one person company, you should still write out a record of major decisions that have been made on behalf of your company.

    Below are sample minutes your can download and customize for your own corporation.

    > SAMPLE “MINUTES OF DIRECTORS’ MEETING”

    Your first ever company meeting is called “the minutes of the organizational meeting of the corporation.” You can download a sample of the Organizational meetings below. This meeting determines officer and directors of the corporation, bylaws, corporate seal, and stock certificates are adopted.

    > SAMPLE “MINUTES OF ORGANIZATION MEETING”

    What are the annual costs of a Corporation?

    Friday, January 19th, 2007

    Delaware corporations are required to pay an annual franchise tax fee of US$60 and file an annual report (this is in addition to paying your registered agents fee).

    This fee is to be paid on or before March 1st of each year. Failure to pay on time will cause you to be fined plus pay interest. Your registered agent will send your notice to pay well before the deadline. If for some reason you haven’t received your notice by Feb. 1st please email us immediately support@myUScompany.com

    Also, make sure you have filled in the following form that provides us with your company details…

    http://www.myuscompany.com/registration.htm

    Day to day operations of your corporation

    Friday, January 19th, 2007

    Below are the basic guidlines you can follow once you have filed your “articles of incorporation,” and paid your filing fee.

    1. Create corporate “bylaws,” which lay out the operating rules for your corporation (sample bylaws form below).

    2. Hold the first meeting of the board of directors.

    3. Issue stock certificates to the initial owners (shareholders) of the corporation. And record it on a stock ledger.

    4. Obtain licenses and permits for your business (if required). You can email the State registration office to check if your industry requires any kind of license or permit.

    > DOWNLOAD SAMPLE BYLAWS

    * (cut and copy sample bylaws to any document file on your computer)

    What are bylaws?

    Bylaws are the internal rules that govern the day-to-day operations of a corporation, such as when and where the corporation will hold directors’ and shareholders’ meetings and what the shareholders’ and directors’ voting requirements are. To create bylaws, you can either follow the instructions in a self-help resource or hire a lawyer in your state to draft them for you. Typically, the bylaws are adopted by the corporation’s directors at their first board meeting.

    Holding a First Meeting of the Board of Directors

    After the owners appoint directors, file articles of incorporation and create bylaws, the directors must hold an initial board meeting to see to a few corporate formalities and make some important decisions. At this meeting, directors usually:

    - set the corporation’s fiscal or accounting year
    - appoint corporate officers
    - adopt the corporate bylaws
    - authorize the issuance of shares of stock, and
    - adopt an official stock certificate form and corporate seal.

    * Source FindLaw.com

    Below is a sample minutes you can use to document your first directors meeting

    > DOWNLOAD SAMPLE “FIRST DIRECTORS’ MEETING”

    Miscellaneous forms

    Thursday, January 18th, 2007

    The below link will provide a resource of sample forms you can use to help you run your corporation.

    > VIEW MISCELLANEOUS FORMS

    Notice from the State of Delaware RE: Annual Reports and Tax

    Wednesday, January 10th, 2007

    IMPORTANT INFORMATION FOR ALL DELAWARE REGISTERED AGENTS AND DOMESTIC CORPORATIONS REGARDING CHANGES TO NOTIFICATION AND FILING PROCEDURES FOR DELAWARE DOMESTIC CORPORATION ANNUAL FRANCHISE TAX REPORTS

    All Delaware domestic corporations are required to file an Annual Report and pay any taxes and fees due on or before March 1st. In past years, you received a printed paper annual report and a separate instruction sheet for filing the Annual Report. The notification process has changed this year. Instead of the pre-printed paper report, you will receive a postcard notification which will include instructions for filing the Annual Report. You will be receiving the 5 1/2″ x 8 1/2″ neon green postcard in December.

    The notification process has been changed this year to encourage electronic filing of Annual Reports in anticipation of complying with newly enacted legislation which becomes effective January 1, 2008. That legislation will require corporations to be declared void for failure to fully complete their Annual Report. In addition, the State will be prohibited from issuing a certificate of good standing on any corporation not complying with this law. Delaware will require 2007 Annual Franchise Tax Reports (due March 1, 2008) to be filed electronically.

    We realize this change to our procedures is significant and should you have any questions or concerns as to how it will affect you and your business, please contact the Division of Corporations, Franchise Tax Section at 302-739-3073.

    Keeping company records

    Wednesday, January 10th, 2007

    It’s a good idea to keep the following information on file at all times:

    • A list of the name sand addresses of all members of the LLC
    • A copy of your Articles of Organization
    • Income tax returns (if applicable)
    • Your operating agreement
    • Copies of financial statments showing initial capital contributions paid by members