A Transfer on Death (TOD) designation for a business is a must if you have more than one member or shareholder. The Transfer on Death is a mechanism that allows the seamless transfer of ownership or control of a business interest to a designated individual upon the death of the current owner. This is a way to plan for the succession of a business without the need for probate.
For example, if a spouse untimely passes away, the Transfer on Death can designate the surviving spouse to receive all of the decease ownership in the business.
The specifics of a Transfer on Death for a business can vary depending on the jurisdiction and the type of business entity. Here are a few common scenarios:
Transfer on Death for Business Interests:
For sole proprietorships or partnerships, the business owner can designate a specific individual or individuals as beneficiaries who will receive the business interest upon the owner’s death.
Transfer on Death for Corporate Stock:
In the case of a corporation, an individual can specify beneficiaries for their shares of stock through a Transfer on Death designation. This allows the designated individuals to inherit the stock outside of probate.
For an LLC, the owner can often designate beneficiaries for their membership interests using a similar TOD designation. It’s crucial to work with legal and financial professionals when setting up a Transfer on Death for a business, as the structure and requirements can vary based on the business type and local laws. Additionally, businesses often have complex ownership structures and contractual agreements that need careful consideration in the estate planning process.
In some cases, a comprehensive business succession plan may involve a combination of tools, such as a Buy-Sell Agreement, a will, or even the establishment of a business trust. These decisions depend on the unique characteristics of the business and the goals of the business owner.
Please submit your contact details below to discuss the Transfer on Death designation for your Corporation or LLC.
Some entrepreneurs opt for an easier business model like a sole proprietorship due to its simplicity. However, as a business finds itself growing, they may find it beneficial to go from a sole proprietorship to an LLC or Corporation.
Deciding which business structure to choose plays a significant role when using the entity for anonymity, asset protection, and tax savings.
LIMITED LIABILITY PROTECTION
One reason a business would choose to convert to an LLC or Corporation would be due to the liability protection they offer. Both LLC and Corporations offer a cloak of protection that separate one’s personal assets with the businesses. In essence, if the business under goes financial or legal troubles, personal assets can’t be targeted. Serving as a sort of veil of protection for the business owners’ personal assets. This sort of protection is critical for a business owners own security.
FINANCIAL STRUCTURE
Now, both LLCs and Corporations offer a better financial structure for your business because of the flexibility they offer over a Sole Proprietorship. Corporations have the option to choose between C-Type or S-Type Corporations depending on the circumstances. While LLCs have a pass-through option for the business, allowing the taxes to flow through to the owners’ personal taxes, simplifying the tax process.
PERPETUAL EXISCTENCE
LLC’s and Corporations also have legal requirements and formalities that need to be upheld on an annual basis, like meetings and maintaining proper reports. Even though this might come off as cumbersome to some, this proves to give clarity on the path to success. Unlike sole proprietorships or partnerships which are bound to the life of the owner, Corporations and LLC’s can be passed on to the next generation of owners perpetually. Allowing for clearer business structures, and the ability to draft legal documents. This allows businesses to plan for a solid and financially successful future.
Converting to either an LLC or Corporation should be considered a strategic move for sole proprietorships. This could bring many benefits to your business by bringing tax benefits, liability protection and an opportunity for growth. However, the decision to convert should be made with careful consideration to the specifics of each other’s situation.
Spiegel & Utrera, P.A. offers free legal advice to help you start the process of converting your sole proprietorship into an LLC or Corporation. Submit a request today for immediate legal assistance.
Please submit your contact details below for a FREE consultation on CONVERTING your sole proprietorship to a Corporation or LLC.
Minority-owned Businesses with MBE Certifications get Special Funding and Benefits in 2024
Government programs are available for minority-owned businesses with an MBE certification. Obtain an MBE certification and benefit from business loans, investment capital, disaster assistance, surety bonds, special grants, commercial and federal contracts, business networks, and client databases by obtaining one of the following:
MBE (Minority-owned Business Enterprise)
MWBE (Minority/Women-owned Business Enterprise)
DBE (Disadvantaged Business Enterprise)
NMSDC (National Minority Supplier Development Council)
Over 4.7 million small businesses are owned and operated by women, minorities, and veterans—and are to thank for creating 4.7 million jobs within the last 10 years. Unfortunately, such small businesses face a layer of vulnerability obscure to their majority counterparts. Minority-owned businesses are much less likely to get contracts, loans, and on average, get half of what they otherwise would from lenders and investors. To stimulate the economy and help disadvantaged small businesses compete, the government is offering special programs to those that get certified. The programs are not designed to be charity, nor do they give minority-owned businesses special treatment; it is an attempt to level out the playing field by increasing visibility and the number of potential opportunities.
How to get Minority-owned Business Certification?
To get a minority-owned business certification, you and your company or corporation must meet specific criteria and qualifications. First, your business must be at least 51% owned, managed, and operated by minority group members of U.S. citizenry and have good moral character. The company, corporation, partnership, sole proprietorship, or franchise must be for-profit and located in the U.S. or its trust territories.
How to register as a minority-owned business?
To register as a minority-owned business and obtain an MBE certification, you can start the process today by filling our online form or by calling (800) 603-3900. Applying for an MBE certification is a legal process; our in-house lawyers can help you meet the certification criteria and qualify for the special funding and benefits it provides. Please note that a minority-owned business MBE certification includes legal documents such as the articles of incorporation or certificate of organization, stock certificates, company minutes, operating agreements, and corporate bylaws, among other records. Our law firm helps minority-owned businesses incorporate, litigate, and satisfy government guidelines, giving you a fair chance to grow into a profitable and sustainable entity. Utilize our arsenal of legal and business abilities to your full advantage. Call us for a free consultation now!
Company records book and seal are important in obtaining your MBE certification. If you’ve lost your corporate kit, we can help you replace it when processing your application.
MBE Certification Benefits
The MBE certification benefits minority-owned entities by enabling access to many business opportunities and connections, such as:
Prospective Buyers
Government Agencies
Procurement Professionals
Capital Funders
Supplier Databases
Commercial Contracts
Federal Contracts
Technical Assistance
Leadership Tools
Technology Programs
Educational Programs
Affordable Consulting
Networking Opportunities
Exposure to other MBE’s
Partnership Opportunities
Business Opportunity Exchange
Annual Golf Tournament
Business Alliance Forum
MBE Annual Business Meeting
MBE Tax Benefits
As an MBE-certified minority-owned business, you don’t receive any special federal tax breaks or incentives. However, you can receive tax benefits for working with other MBE’s and those that operate in low-income areas. You can also get tax relief from establishing your business in specific zones or locations. Also, entities of certain types may be eligible for tax credits and programs to promote economic development in disadvantaged markets and industries.
Minority-owned Business MBE Certification Checklist
The MBE certification checklist below will give you a general guideline on the process of this effort:
The development of your minority-owned business or agency
At Spiegel & Utrera, P.A., we have been committed for decades to providing minority-owned businesses affordable business formation with complete records book and seal, experienced legal and business counsel, and written agreements. We’re open Monday to Friday from 8:30 am to 5:30 pm. Feel free to give us a call at (800) 603-3900 with any business or legal questions; we’re happy to help your MBE-certified business get to the next level.
Order VOSB Certifications in the following States:
The gig economy is also known as the sharing, on-demand, or access economy. It usually includes businesses that operate a digital platform to connect people to provide services to customers.
While there are many types of gig economy businesses, ride-sharing and home rentals are two of the most popular. Users of the digital platform (e.g., Uber, Lyft, Door Dash, VRBO) earn income providing on-demand work, services or goods.
Workers operating as drivers or other on demand work in the gig economy are classified as independent contractors rather than employees. It is recommended that Uber, Lyft, or other on demand workers form a Gig Economy LLC and use this tool to lower your tax bill and to protect your assets.
Benefits of Spiegel & Utrera, P.A.’s Gig Economy LLC
By reporting Uber, Lyft, Door Dash, VRBO, etc. earnings under the umbrella of a business structure you may be able to lower your tax bill. An accountant or tax preparer will be able to assist you with deductions related to paying for health insurance, setting up a retirement account, claiming the qualified business income deduction, car expenses, depreciation expenses, home office deductions, financing costs for your business.
Avoid Personal liability with a Gig Economy LLC
Working in the gig economy can mean freedom and a better income, but it also means personal liability if there’s an accident or misunderstanding between you, the client, or the digital platform.
You will want to protect yourself and family assets by forming a Gig Economy LLC. LLCs generally don’t require a ton of maintenance, the LLC protects your assets, and offer potential tax savings.
Operating your business as a sole proprietorship (yourself) or as a DBA is not recommend because your personal assets — like your house, car, personal bank accounts, etc. — would be at risk if you are sued.
What are the benefits of forming a Gig Economy LLC
Limited Liability Protection
Starting with the most crucial benefit of a GIG ECONOMY LLC, limited liability can separate the financial and legal obligations of the company from its members. In case of a lawsuit, you can be protected due to a legal shield the entity provides, which defends personal assets. Keep in mind that this liability protection is limited and will not shield a member from wrongful or illicit acts.
Pass-Through Taxes
Another vital benefit of a GIG ECONOMY LLC is its ability to avoid federal income taxes. Taxation will bypass the LLC and go directly for the members’ profits. In this scenario, all of the money earned by the LLC can go straight to the member, and taxation will only occur on their income. Other entities such as a C-Corporation don’t have this advantage, and its leaders are essentially taxed twice.
Simplicity and Flexibility
Other GIG ECONOMY LLC benefits include its ease in formation and simplicity to sustain when compared to other entities. You don’t need to maintain certain company formalities or file taxes for the single-member LLC. You also have the flexibility of functioning as a single-member LLC, a multi-member LLC, or a multi-member LLC led by an operating manager.
Increased Perception of Credibility and Reliability
As a formal business entity, a limited liability company receives the perception of a more trustworthy business structure when compared to an individual or a sole proprietorship. Starting a GIG ECONOMY LLC adds an extra layer of reliability for employees, customers, and other businesses. Your LLC is required to adopt ‘LLC’, ‘L.L.C.’ or ‘limited liability company’ into its name, which immediately lets people know that you are a formal business and not just a fly-by-night company.
Who participates in the Gig economy?
Gig economy workers accounted for 14.1 percent to 20.5 percent of all workers in the United States. Gig economy workers on average are older than the entire workforce and the average age of gig workers has increased more rapidly. In addition, gig economy workers are more likely to be married than all workers, but the spouses of gig economy workers are less likely to have full-time jobs.
Over the years, just like updates, improvements, and filings for your business are required, an upgrade of your Articles of Incorporation or Certificate of Organization may be required as well. If you used our firm to form your company, you may already have comprehensive incorporation or articles of organization documents. However, as time goes on and changes occur in your business, a second revision or upgrade to the articles or certificate of organization may be required. Go here to request your Articles of Incorporation 2.0 Upgrade.
Articles of incorporation or certificate of organization serve as the foundational documents for your entity. They outline the name of the corporation, structure of your entity, effective date of formation, purpose, registered agent, principal office, duration, authorized shares, board of directors information, incorporator information and other clauses to protect you and your business.
SHOULD YOU UPGRADE YOUR ARTICLES OF INCORPORATION OR CERTIFICATE OF ORGANIZATION?
Upon review of your Articles of Incorporation or Certificate of Organization, it may be that your document is missing restrictions on the transfer of shares, missing indemnification clauses, and missing special voting rights provisions. Amending your documents to include the ladder mentioned, is a significant upgrade to protect your business, members and directors.
Additionally, the entity will want to have it’s company documents upgraded prior to there being a need for another party or investor to review these documents. It’s important to note that while (in some states) articles of incorporation are a publicly accessible document, certain details and information about the corporation can also be found in other documents, such as annual reports, bylaws, and filings with regulatory agencies. When sharing your articles of incorporation, it’s a good practice to provide complete and accurate company documents to ensure accurate representation of your corporation’s structure and purpose. It’s good practice to keep all your company documents in one place and keep them handy and organized in your company book and binder.
Here are just a few items that may trigger an upgrade to your Articles of Incorporation:
Change in Company Name: If your business decides to change its legal name, you will typically need to upgrade the Articles of Incorporation to reflect this change.
Change in Business Purpose: If there is a significant change in the primary purpose or activities of your business, you may need to upgrade the Articles of Incorporation to reflect the new business purpose.
Change in Share Structure: Any changes to the authorized shares, classes of shares, or the rights and privileges associated with those shares may require an upgrade with an amendment to the Articles of Incorporation.
Change in Directors or Officers: If there is a change in the board of directors or officers of your business, you may need to upgrade the Articles of Incorporation to reflect the new individuals in these positions.
Amendments to Governing Documents: If you wish to make other amendments to the governing documents of your corporation, such as changing the bylaws, you may need to upgrade the Articles of Incorporation to reflect these changes.
Conversion or Merger: If your business undergoes a merger, consolidation, or conversion into a different type of entity, you may need to upgrade the Articles of Incorporation to reflect these structural changes.
WHO MAY NEED TO REVIEW YOUR ARTICLES OR CERTIFICATE OF ORGANIZATION
Government Authorities: State and local government agencies, such as the Secretary of State’s office or the relevant state’s corporate regulatory body, will have access to your Articles of Incorporation. These agencies use this document to officially recognize and register your corporation.
Internal Use: Members of the corporation, such as shareholders, directors, and officers, often need to access the Articles of Incorporation to understand the organization’s legal structure, purpose, and governance provisions.
Lenders and Financial Institutions: When seeking loans or financing, banks and lenders may request a copy of your Articles of Incorporation to verify your business’s legal existence and structure.
Investors: Potential investors and venture capitalists may request or review the Articles of Incorporation to understand the company’s structure, share classes, and any special rights associated with shares.
Business Partners: When entering into contracts or agreements with other businesses, your partners or vendors may request a copy of the Articles of Incorporation to ensure that they are dealing with a legitimate legal entity.
Legal Counsel: Your corporate attorney or legal advisors may need access to the Articles of Incorporation when providing legal advice or making amendments to the document.
Regulatory Agencies: Depending on your industry, specific regulatory agencies or bodies overseeing your business may require access to your Articles of Incorporation to ensure compliance with industry-specific regulations.
Shareholders or Members: Shareholders and members may request copies of the Articles of Incorporation when participating in corporate governance decisions or to understand the company’s governing rules and structure.
Courts and Litigation: In the event of legal disputes or litigation, courts may require access to the Articles of Incorporation to understand the corporation’s legal structure and relevant details.
Prospective Buyers: If you are considering selling your business, potential buyers may request or review your Articles of Incorporation to understand the company’s legal and financial standing.
Having a 501(c), converting an existing corporation to a 501(c), or using a 501(c) organization under the umbrella of your entity can help your business save money, get money, attract people to the corporation and your cause, get discounts on services for the corporation, get access to specialized services for your corporation, and more. And of course, is complete with limited liability protection for your corporation. Having a 501(c) organization, which refers to a tax-exempt nonprofit organization under the Internal Revenue Code section 501(c), comes with many benefits.
Here is an expanded and complete list of the different Money Saving 501(c) nonprofit classifications recognized by the IRS:
501(c)(1): Corporations organized under the Act of Congress (including Federal Credit Unions)
501(c)(2): Title-holding corporations for exempt organizations
501(c)(3): Charitable, religious, educational, scientific, literary, testing for public safety, or prevention of cruelty to children or animal organizations
501(c)(4): Civic leagues, social welfare organizations, and local associations of employees
501(c)(5): Labor, agricultural, or horticultural organizations
501(c)(6): Business leagues, chambers of commerce, real estate boards, etc.
501(c)(7): Social and recreational clubs
501(c)(8): Fraternal beneficiary societies and associations
501(c)(28): National Railroad Retirement Investment Trust501(c)(29): Qualified nonprofit health insurance issuers participating in the CO-OP program
501(c)(30): Qualified nonprofit organizations that provide health coverage for patients in certain areas
501(c)(31): Qualified nonprofit organizations operating as Medicare Prescription Drug Card Sponsors
TAX EXEMPT APPLICATION PROCESS AND 501(c)(3) CORPORATE RECORDS COMPLIANCE
To obtain a favorable Federal Income Tax exemption determination from the Internal Revenue Service, your corporation will be subjected to a lengthy (about 6 to 9 months regularly, 2 to 3 months if expedited) and often cumbersome Internal Revenue Service investigation and approval process. During this period, the Internal Revenue Service will review the documents provided, make additional demands, and scrutinize corporate records and detailed information regarding your corporation’s activities. Your Articles of Incorporation, Corporate By-laws, and other corporate documents must include the proper information to comply with Internal Revenue Service Regulations. If you have an existing non-profit corporation that does not meet the requirements of 501(c)(3), it will be necessary to make changes to the Articles of Incorporation and draft the appropriate corporate documents so that your non-profit corporation is in compliance.
LIST OF ADVANTAGES FOR A MONEY SAVING 501(c) ORGANIZATION
1. Tax-exempt status: The primary benefit of being a 501(c) organization is the exemption from federal income tax. This means that the organization’s income, donations, and certain activities are generally not subject to federal income tax, allowing more resources to go toward the organization’s mission.
2. Deductible donations: Donors to 501(c) organizations can generally deduct their contributions from their taxable income, incentivizing individuals and businesses to support charitable causes. This can help attract more donations and support for the organization.
3. Eligibility for grants and funding: Many foundations, government agencies, and other grant-making organizations provide funding exclusively to tax-exempt 501(c) organizations. Having 501(c) status can enhance an organization’s eligibility for grants and increase opportunities to secure funding for projects and programs.
4. Credibility and trust: Being a recognized tax-exempt organization lends credibility and trustworthiness to the organization. Potential donors, supporters, and stakeholders often view 501(c) status as a mark of legitimacy, which can boost confidence in the organization’s mission and activities.
5. Eligibility for certain exemptions and discounts: 501(c) organizations may be eligible for various exemptions and discounts, such as property tax exemptions, reduced postal rates for mailings, and discounts on certain goods and services.
6. Access to certain resources and services: Nonprofits with 501(c) status may have access to specialized resources and services, such as discounted software, volunteer support networks, capacity-building programs, and training opportunities offered by nonprofit associations or foundations.
7. Limited liability protection: Forming a nonprofit corporation under 501(c) status can provide limited liability protection to the organization’s officers, directors, and members, shielding them from personal liability for the organization’s debts and obligations in most cases.
It’s important to note that specific benefits and requirements may vary depending on the particular 501(c) classification and applicable state laws. Consulting with legal and tax professionals or nonprofit experts is advisable to fully understand the benefits and obligations associated with obtaining and maintaining 501(c) status.
For example, a 501(c)(3) organization is a non-profit corporation formed to carry out a charitable, religious, literary, educational, or scientific purpose that is recognized by the Internal Revenue Service as tax-exempt. Such a 501(c)(3) non-profit corporation doesn’t pay federal or state corporate income tax on profits it makes from events carried out in furtherance of its exempt function. In essence, this is because both state and federal taxing authorities believe that the benefits the public receives from these organizations entitle them to this advantageous tax-exempt status. These corporations are known as 501(c)(3) non-profit corporations because they are granted tax-exempt status from Section 501(c)(3) of the Internal Revenue Code.
A Close Corporation (also known as a Closely Held Corporation) is a business structure available in over a dozen states with a host of unique strong points in flexibility, simplicity, and control. The Close Corporation may also inherit benefits from an S or C corporation, like their respective taxations and limited liability protection. With fewer corporate formalities and shareholders, fewer reporting and legal requirements, offering great privacy and command over your business—a Close Corporation is a valuable option. Well-known companies such as IKEA, SC Johnson, Publix, and ALDI all use a statutory close corporation as their business structure. Let’s go over the specific details below.
Benefits and Advantages of a Close Corporation
A Close Corporation has many advantages and benefits, including:
Relaxed corporate regulations and compliance requirements. No need for a board of directors or annual meetings.
More shareholder control due to fewer shareholders and the inability to sell shares to non-shareholders.
Can elect pass-through taxation like an S Corporation or be taxed as a C Corporation. This flexibility makes it easier to meet your tax goals.
Offers limited liability for all shareholders to protect their personal assets from creditors and claims against the corporation.
Fewer administrative and legal costs.
SUBMIT DETAILS AND GET OUR ATTORNEYS TO CALL YOU
* Please give our attorneys up to 4 business hours to call your phone. Thank you.
Close Corporation Details to Keep in Mind
The close corporation structure differs from standard corporations in certain aspects, such as:
Interests of a Close Corporation cannot get traded publicly.
Closed Corporations must be owned and operated by people and not other legal entities.
Majority shareholders have the most decision-making power and control; minority shareholders may need approval before transferring or selling shares to others.
Why a Close Corporation Needs a Shareholder Agreement
The importance of a shareholder agreement parallels that of an operating agreement in other entities. We’re not just trying to sell a service—we recommend this as an essential accessory for your incorporation to:
Detail critical aspects of its management and financial structure.
State how the shares get distributed when a shareholder leaves or dies.
Outline shareholder rights and obligations.
Handle disputes and resolve conflicts.
Establish a non-compete clause.
Describe shareholder profit distribution.
Starting a Close Corporation
To start a Close Corporation, or if you have any questions, you may call our office directly during regular business hours at (800) 603-3900 and promptly speak to an attorney, or you can click here to get the process started online. If you’d like someone to contact you instead, please fill out our Immediate Assistance Form on this page.
Free Corporate Kit Included With Your Close Corporation or $29.95 Separately
Annual Report Filing for Corporations, LLCs, and Partnerships – 2023
Scroll down for a full list of Annual Report Filing Deadlines by State and Type of Business Entity or click here to file your annual report now.
What is an Annual Report Filing?
An annual report filing is a process of updating your company records with state authorities on a yearly or biennial basis. Business entities such as corporations, LLCs, and partnerships must submit an annual report in every state that they are registered to do business. Failing to file annual reports with the secretary of state’s business division may lead to late fees and penalties, the loss of ‘good standing’ and active status, and consequent administrative dissolution of your entity and business name. Depending on the type of entity and state of formation, incorporation, or qualification—you may have to pay an annual report filing fee with different deadlines to submit your paperwork, online or by mail. An annual report filing, like incorporation, is a legal procedure done best with the help of business formation attorneys. Let the professionals at Spiegel & Utrera, P.A. perform your annual report filings in every state required accurately and on time.
Annual Report Filing Requirements
Requirements for business annual report filings vary per state and entity but may include:
Filing in every state that you formed, incorporated or qualified your business entity.
Updating basic business information such as the name, principal office address, registered agent info, and details regarding all directors, officers, managers, or members.
Providing financial information.
Restatement of the company’s mission, values, or objectives.
Annual report filing fee.
State-specific filing requirements and deadlines.
FILE YOUR ANNUAL REPORT TODAY! SUBMIT YOUR DETAILS BELOW
* Please give our attorneys up to 4 business hours to call your phone. Thank you.
Importance of Annual Reports
Annual report filings are necessary to maintain good standing with the state and prevent corporate dissolution but may also be essential in several business matters:
Clients seeking a stable supplier may look into your company’s annual reports to verify good standing and active status.
Investors may read through your annual report filings to determine whether or not to invest in your business.
Employees may look into your annual reports to forecast the security of employment by your business.
What does an annual report filing include?
The contents within an annual report filing vary per state and type of business entity but commonly include the following pieces of information:
Entity Name
Type of Entity
State of Formation or Incorporation
Year of Formation or Incorporation
Federal Employer Identification Number
Principal Place of Business Address
Mailing Address
E-Mail Address
Registered Agent Information
Officers and Directors or Members and Managers
Annual Report Due Dates by State
Annual report filing due dates for each state and type of business entity are outlined below. If you can’t find the information you were looking for or if you have any questions, please feel free to call our office during regular business hours at (800) 603-3900 or submit your details on the Immediate Assistance Form.
Due the 15th day of the 3rd month for the previous year’s tax year, or March 15th for calendar year filing.
Initial Statement of Information
Within 90 days after filing the Articles of Incorporation.
Annual Statement of Information
Annually by the last day of the anniversary month of the initial formation date.
LLC
Filing:
Deadline:
LLC Franchise Tax Return
First annual tax payment is due on the 15th day of the 4th month after the filing date. Each year’s subsequent filing is due on the 15th day of the 4th month of the end of the tax year, or April 15th for calendar year filing.
Initial Statement of Information
Within 90 days after filing the Articles of Organization.
LLC Biennial Report
Due every other year by the last day of the anniversary month of the initial formation date.
For profit Corporate Franchise Taxes and Annual Reports are due no later than March 1st of each year. Non-profit Corporations must file annual reports by March 1. Foreign Corporations are required to file an Annual Report on or before June 30th.
Corporation Tax Return
Must be filed by April 1st for fiscal year filings, or before the first day of the fourth month following the close of the taxable year.
LLC
Filing:
Deadline:
Annual Reports/Franchise Tax
Delaware LLC’s must file an annual report by June 1st each year. Limited Partnerships, Limited Liability Companies and General Partnerships formed in the State of Delaware do not file an Annual Report but they are required to pay an annual tax. Taxes are due on or before June 1st of each year.
LLC (single-member) Tax Returns
Delaware treats a single-member LLC as a “disregarded entity” for tax purposes. This means that the single member LLC does not have to file a return with the State of Delaware. As the sole member of your LLC, you must report all profits (or losses) of the LLC on Schedule C IRS Form 1040 and submit it with your Delaware personal income tax return.
Partnership
Filing:
Deadline:
Annual Report
Annually by June 1. The first report is due in the calendar year following initial registration.
An annual report form must be filed each year by the first day of the anniversary month of incorporating.
LLC
Filing:
Deadline:
Annual Reports
An annual report form must be filed each year by the first day of the anniversary month of incorporating.
Partnership
Filing:
Deadline:
Annual Reports
Annually by the end of the month prior to the registration anniversary month. So if you formed or foreign-qualified on February 14th, then your annual report is due January 31.
Every corporation must file an annual report by the anniversary date of formation every year.
LLC
Filing:
Deadline:
Annual Report
Every LLC must file an annual report by the anniversary date of formation every year.
Partnership
Filing:
Deadline:
Annual Report
Annually by the end of the month prior to the registration anniversary month. If you incorporated or foreign-qualified on April 15, then your annual report is due every year by March 31.
Biennial Statements are forwarded to the corporations registered agent every two years one month prior to its due date; which depends on the entities initial formation date.
LLC
Filing:
Deadline:
Biennial Statements
Biennial Statements are forwarded to the LLC’s registered agent every two years one month prior to its due date; which depends on the entities initial formation date.
Partnership
Filing:
Deadline:
Annual Report
Every 5 years by the anniversary of initial registration.
The Initial List of Officers must be in possession of the Secretary of State on or before the last day of the first month following the initial business registration date. Example: If the business was registered January 1, then the initial list is due by the last day of February. The initial list must be submitted within the time required or the corporation will be delinquent and ultimately revoked. The State Business License must be renewed annually unless the corporation is exempt.
LLC
Filing:
Deadline:
Initial List of Members & Managers &
Business License
The Initial List of Members and Managers must be in possession of the Secretary of State on or before the last day of the first month following the initial business registration date. Example: If the business was registered January 1, then the initial list is due by the last day of February. The initial list must be submitted within the time required or the LLC will be delinquent and ultimately revoked. The State Business License must be renewed annually unless the LLC is exempt.
Partnership
Filing:
Deadline:
Annual Report
File an annual report by the end of your registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31.
January 2nd. If you initially filed/registered in an even numbered year the Biennial Report will be due in January of every even numbered year. If you initially filed in an odd numbered year the Biennial Report will be due in January of every odd numbered year. You can start filing 3 months prior.
LLC
Filing:
Deadline:
Biennial Report
January 2nd. If you initially filed/registered in an even numbered year the Biennial Report will be due in January of every even numbered year. If you initially filed in an odd numbered year the Biennial Report will be due in January of every odd numbered year. You can start filing 3 months prior.
Partnership
Filing:
Deadline:
Biennial Report
January 2nd. If you initially filed/registered in an even numbered year the Biennial Report will be due in January of every even numbered year. If you initially filed in an odd numbered year the Biennial Report will be due in January of every odd numbered year. You can start filing 3 months prior.
Annual reports must be filed during the quarter that contains the registration anniversary date. For example, if you registered on February 14th, then you must file your annual report between January 1 and March 31. The due dates are March 31, June 30, September 30, and December 31.
LLC
Filing:
Deadline:
Annual Report
Annual reports must be filed during the quarter that contains the registration anniversary date. For example, if you registered on February 14th, then you must file your annual report between January 1 and March 31. The due dates are March 31, June 30, September 30, and December 31.
Partnership
Filing:
Deadline:
Annual Report
Annual reports must be filed during the quarter that contains the registration anniversary date. For example, if you registered on February 14th, then you must file your annual report between January 1 and March 31. The due dates are March 31, June 30, September 30, and December 31.
Annually by the last day of registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due by March 31.
LLC
Filing:
Deadline:
Annual Report
Annually by the last day of registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due by March 31.
Partnership
Filing:
Deadline:
Annual Report
Annually by the last day of registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due by March 31.
Biennially by the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every two years by March 31.
LLC
Filing:
Deadline:
Biennial Report
Biennially by the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every two years by March 31.
Partnership
Filing:
Deadline:
Biennial Report
Biennially by the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every two years by March 31.
Annually by the 15th day of the 4th month after the close of your fiscal year, usually April 15th. May be filed as early as January 1. The first annual report is not due until the calendar year following the year of initial registration.
LLC
Filing:
Deadline:
Annual Report
Annually by the 15th day of the 4th month after the close of your fiscal year, usually April 15th. May be filed as early as January 1. The first annual report is not due until the calendar year following the year of initial registration.
Partnership
Filing:
Deadline:
Annual Report
Annually by the 15th day of the 4th month after the close of your fiscal year, usually April 15th. May be filed as early as January 1. The first annual report is not due until the calendar year following the year of initial registration.
File an annual report every year by your registration anniversary. So if you incorporated on February 14th, then your annual report is due by February 14th.
LLC
Filing:
Deadline:
Annual Report
File an annual report every year by your registration anniversary. So if you incorporated on February 14th, then your annual report is due by February 14th.
Annually within 2.5 months after the close of the organization’s fiscal year.
LLC
Filing:
Deadline:
Annual Report
The annual report is due by your formation or foreign qualification anniversary date. So if you formed on February 14th, then your annual report is due by February 14th.
Partnership
Filing:
Deadline:
Annual Report
The annual report is due by your formation or foreign qualification anniversary date. So if you formed on February 14th, then your annual report is due by February 14th.
Annually by the end of the 3rd month following the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due by June 30. Corporations that registered prior to July 1, 2003 instead file annually at the end of the month indicated on their last annual report.
Annually by your registration anniversary day. So if you incorporated on March 15th, then your annual report is due every year by March 15th. You may start filing 45 days prior.
LLC
Filing:
Deadline:
Annual Report
Annually by your registration anniversary day. So if you registered on March 15th, then your annual report is due every year by March 15th. You may start filing 45 days prior.
Partnership
Filing:
Deadline:
Annual Report
Annually by your registration anniversary day. So if you registered on March 15th, then your annual report is due every year by March 15th. You may start filing 45 days prior.
Decennial reports are due every ten years during years ending with the numeral “1” (2021, 2031, etc.). Reports must be filed by December 31 of decennial report years.
LLC
Filing:
Deadline:
Decennial Report
Decennial reports are due every ten years during years ending with the numeral “1” (2021, 2031, etc.). Reports must be filed by December 31 of decennial report years.
Partnership
Filing:
Deadline:
Decennial Report
Decennial reports are due every ten years during years ending with the numeral “1” (2021, 2031, etc.). Reports must be filed by December 31 of decennial report years.
By the first day of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 1.
LLC
Filing:
Deadline:
Annual Report
By the first day of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 1.
By the 1st day of the 4th month after the close of your fiscal year. Usually your fiscal year ends on December 31 and so your annual report is due April 1.
LLC
Filing:
Deadline:
Annual Report
By the 1st day of the 4th month after the close of your fiscal year. Usually your fiscal year ends on December 31 and so your annual report is due April 1.
Partnership
Filing:
Deadline:
Annual Report
By the 1st day of the 4th month after the close of your fiscal year. Usually your fiscal year ends on December 31 and so your annual report is due April 1.
Annually by May 15 in the year following your first filing in Texas. For example, if your organization was incorporated in April of 2016, then your report would be due May 15, 2017.
LLC
Filing:
Deadline:
Annual Report
Annually by May 15 in the year following your first filing in Texas. For example, if your organization was incorporated in April of 2016, then your report would be due May 15, 2017.
Partnership
Filing:
Deadline:
Annual Report
Annually by May 15 in the year following your first filing in Texas. For example, if your organization was incorporated in April of 2016, then your report would be due May 15, 2017.
Annually by the end of the month of initial registration. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31. You can start filing 60 days prior.
LLC
Filing:
Deadline:
Annual Report
Annually by the end of the month of initial registration. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31. You can start filing 60 days prior.
Partnership
Filing:
Deadline:
Annual Report
Annually by the end of the month of initial registration. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31. You can start filing 60 days prior.
By the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31.
LLC
Filing:
Deadline:
Annual Report
By the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31.
By the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31. You may start filing 45 days prior.
LLC
Filing:
Deadline:
Annual Report
By the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31. You may start filing 45 days prior.
Partnership
Filing:
Deadline:
Annual Report
By the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31. You may start filing 45 days prior.
Annually by the end of the registration anniversary quarter. So if you incorporated or foreign-qualified on February 15, then your annual report is due every year by the end of the first quarter on March 31. The due dates are March 31, June 30, September 30, and December 31.
LLC
Filing:
Deadline:
Annual Report
Annually by the end of the registration anniversary quarter. So if you incorporated or foreign-qualified on February 15, then your annual report is due every year by the end of the first quarter on March 31. The due dates are March 31, June 30, September 30, and December 31.
Annually by the first day of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 1.
LLC
Filing:
Deadline:
Annual Report
Annually by the first day of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 1.
Partnership
Filing:
Deadline:
Annual Report
Annually by the first day of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 1.
Do you need to close and dissolve a corporation? Then let’s go over everything you need to know to get started and prevent the common mistakes entrepreneurs make when dissolving a corporation.
When starting a corporation, filing the articles of incorporation is required. Conversely, to dissolve a corporation, we must file the certificate of dissolution. Both are legal documents that the secretary of state advises you to review through an attorney since they cannot provide the legal advice you may need to avoid complications throughout the process. Many entrepreneurs erroneously dissolve a corporation by ceasing all business actions without formal dissolution, but this bears the risk of potential lawsuits and liabilities.
While your corporation exists, the state demands that you meet all legal obligations for complete dissolution. While in good standing, corporations may have perpetual existence until formally dissolved. If inactive while in good standing with the state, the corporation may garner fees or be administratively dissolved by the government, inheriting respective debts and penalties. Business attorneys can efficiently guide you through each step of dissolving your corporation and help you avoid legal issues and delays.
SUBMIT DETAILS AND GET OUR ATTORNEYS TO CALL YOU
* Please give our attorneys up to 4 business hours to call your phone. Thank you.
Typically, the bylaws of your corporation describe the process of dissolution. If you incorporate a new entity with us, our incorporation service includes your corporate bylaws along with your articles of incorporation and many other legal documents affordably prepared and completed specifically for your business. Financial, tax, and business matters require closure before the process of corporate dissolution is complete. It’s never part of the business plan to ultimately dissolve a corporation. Unfortunately, some events, difficulties, and failures can be impossible to forecast and may force you to file the certificate of dissolution. You may have to continue paying corporate taxes or file annual reports if you fail to dissolve your corporation.
Many factors influence the time and difficulty of dissolving a corporation, such as the entity size, debts, assets, tax situation, the industry, and state requirements. Where needed, we’ll bring all required corporate and legal documents to completion and ensure all of your bases are covered. Based on each state’s requirements, Spiegel & Utrera, P.A. will prepare any necessary records such as the notice and minutes for your annual meetings.
Call us for a free consultation with our business law attorneys at (800) 603-3900.
Dissolve a Corporation
There’s a roadmap for dissolving a corporation, including fulfillment of several financial, business, and legal matters. Corporate dissolution requirements vary per state though may generally require the following actions:
Get Directors and Shareholders to Vote for Corporate Dissolution
One of the major steps in dissolving your corporation is to record the minutes of a board meeting with your corporate directors and vote on dissolution. Some states require that the majority of directors and shareholders vote for dissolving the corporation, though the exact number needed varies per state.
With most state governments, if two-thirds of directors and shareholders don’t vote for dissolving the corporation, you may not be able to complete the certificate of dissolution process. At this stage, you should have a plan for distributing assets and satisfying financial obligations with your shareholders. Corporate bylaws dictate the adopted procedure of dissolving a corporation—making it important to have a business lawyer complete the bylaws along with your articles when incorporating.
Notify the IRS and Get Tax Clearance to Dissolve Your Corporation
States also need you to obtain tax clearance from the IRS before filing the certificate of dissolution. The IRS may demand a corporation to file a final annual tax return for the year of dissolution, along with any other required tax forms. If you have pending taxes and dissolve your corporation without transferring assets, the IRS could seize those assets to pay off the rest of your tax debt.
Close Corporate Accounts and Cancel Business Licenses
Dissolving a corporation includes closing all bank accounts, ending contracts, collecting final payments, meeting commitments with employees, withdrawing leases, notifying vendors, and possibly terminating any permits or licenses in the state attributed to your business. It may be necessary to notify your creditors and resolve outstanding claims prior to a filing of the certificate of dissolution.
File a Certificate of Dissolution with the Secretary of State
Once you have checked off the prerequisites, you must file the certificate of dissolution in your domestic state of incorporation, along with any foreign state you hold a qualification to transact business. You may be responsible for annual reports and fees in each state for the year in which you dissolved your corporation.
Contact Spiegel & Utrera, P.A. for a free consultation and guidance through the process of dissolving a corporation. Call (800) 603-3900 or fill out our immediate assistance form above.
What is a Corporate Kit? A Corporate Kit is a compilation of a business’ most important records. Corporate Kits typically come as binders, making it easy for a business to stay organized by storing all essential company records in one place. Local, state, and federal authorities, among attorneys and accountants, may need to see your Corporate Kit in the event of any proceedings or transactions. Corporate Kits aren’t expensive and can serve the purpose of helping you avoid fines, penalties, legal action against you, and losses such as that of your business license.
‣ Order by Phone at (800) 603-3900 from 8:30am – 5:30pm EST.
Bonus! Purchasing a fully customized Corporate Kit from us for $29.95 rewards you a Free 30-DAY Trial to our General Counsel Club – That’s 30 days of Unlimited Legal Advice.
SUBMIT DETAILS AND GET OUR ATTORNEYS TO CALL YOU
* Please give our attorneys up to 4 business hours to call your phone. Thank you.
What’s inside a Corporate Kit?
The contents of the Corporate Kit are documents that meet the legal requirements for your business. Corporate kits also comprise records that are critical when dealing with matters like court proceedings, raising capital, contracts, taxes, and accounting, transferring ownership, as well as the rules and policies of your business. The corporate kit includes:
Articles of Incorporation
The articles of incorporation in are a legal document in the Corporate Kit that solidifies the existence of a business entity within a state. Along with corporate bylaws, the articles of incorporation outline the jurisdiction of a corporation, as granted by the state government. The Articles of Incorporation typically include the name of your corporation, its purpose, the type of business it is, the address for the physical location and the address for where the mail will go (registered agent), the number of shares or members, and the bylaws of the business.
Corporate Seal and Book
The Corporate Seal is the signature of your business as a separate legal entity. The seal in a Corporate Kit is used to produce an imprint on official paperwork like legal documents and contracts; leases and agreements, employment and vendor contracts, loan documents, minutes, operating agreements, and other company records. The Corporate Seal may also be used to authorize and legitimize stock or membership certificates. Having one makes your business stand out as more professional to any possible investors.
Company Minutes
Corporate Minutes is the term used for the notes that a secretary records in and of the meetings held by the board of directors, owners, members, officers, or shareholders. A secretary or assigned person will write a record of every decision, outcome, or resolution discussed in that meeting as “minutes” and collect them in the Corporate Kit. The corporate minutes may be required in significant business matters such as IRS audits, raising capital or borrowing money, by an accountant to prepare taxes, or by an attorney in court proceedings—among many other matters.
Corporate Bylaws
Corporate Bylaws in a Corporate Kit dictate the set rules of a corporation. Every business requires rules and guidelines in which to operate, regardless of type; LLC, Corporations, Non-profits, Partnerships. Business entities have coinciding titles for Bylaws; Partnerships have what is called a partnership agreement, LLC’s write an operating agreement, but the constituents are similar to that of corporate Bylaws. Bylaws are a complicated legal document and not something you should try to do yourself if you aren’t well-versed in its many legal complexities and implications.
Membership or Stock Certificate
A stock certificate is a legal document declaring that you own shares of stock within a corporation. A stock certificate certifies that you are the registered owner of a certain number of shares or a percentage of the company, transferable only by you, and organized under the laws of the state. Corporate Kit stock certificates are usually created with complex art designs to keep them from counterfeit reproduction. It includes your name, business name, identification number, the number of shares or percentage of ownership, the corporate seal, and signatures from authorities such as the president or treasurer.
Preliminary Name Search – LLC or Corporation
The name of a business must abide by all state requirements and be uniquely distinguishable from other business names. If you use a name that is too similar to a name used by your competition, that business may accuse you of a trademark violation; you might be forced to choose a different name and may even have to pay monetary damages. Part of our complete Corporate Kit includes, at no additional cost, our attorneys performing a preliminary name search and helping you find and choose a name that avoids any possible legal penalties.
Corporate Kits for LLC’s, Corporations, and Non-Profits
There are different Corporate Kits to choose from for each type of business entity, such as LLC’s, Corporations, and Non-Profit Corporations.
For-Profit Corporation Records Book & Seal Kit includes:
Completed Corporate Records Book and Seal
Slip Case Cover
Corporate Organizational Minutes and Resolutions
Corporate By-Laws
Corporate Ownership Register
Banking Resolution
Stock Certificates
Limited Liability Company Records Book & Seal Kit includes:
Completed Company Records Book and Seal
Slip Case Cover
Company Organizational Resolutions and Minutes
Company Regulations
Company Ownership Register
Company Banking Resolution
Company Membership Certificate
Non-Profit Corporation Records Book & Seal Kit includes:
Completed Corporate Records Book and Seal
Slip Case Cover
Corporate Organizational Minutes and Resolutions
Corporate By Laws
Stock Certificate
The Importance of a Corporate Kit
The Kit holds great importance for a variety of business and legal matters, including:
Licenses
Since many licensing authorities require company documents over time, the Corporate Kit is essential to substantiate the information.
IRS Audits
The Corporate Kit is the most complete business record-keeping tool one can have. Should an audit occur, its contents will likely be required. There are situations where the IRS and state taxing authorities may want to review your Corporate Kit.
Borrowing Money
Banks and creditors perform strict due diligence to qualify a business before lending money. They may ask to review components of your Corporate Kit to satisfy their requirements.
Investors
Many investors might want to view documents within your Corporate Kit before they invest in your company. If you cannot provide this, they may be less willing. Having a professional and organized corporate kit with book and seal, stock certificates, minutes, and other material will give investors the transparency they want to make them feel good about the deal.
Need help starting a LLC or Corporation?
Forming a company with an experienced law firm rather than a non-lawyer agency or by yourself can help you avoid negative business, tax, and legal implications and penalties within your jurisdiction.
We’ll make sure you incorporate with the best tax rates and corporate structure for your particular venture, using our 175 years of cumulative experience with over 260,000 clients.
Forming a Corporation with us provides you with free legal advice and a complete corporate kit with a 110% lowest price guarantee. If you were to do it yourself or through a non-lawyer agency, you won’t receive the important legal advice you need and the complete corporate kit that S Corporations should have to ensure a safe and successful start.
Have any legal or business questions or concerns? We have an answer at (800) 603-3900
Each Corporation or Limited Liability Company is COMPLETE
INCLUDES “Includes State Filing Fee” INCLUDES Seal and Book INCLUDES Formation Articles/Certificate INCLUDES Company or Corporate Minutes INCLUDES Corporate or LLC Regulations INCLUDES Ownership Register INCLUDES Banking Resolution INCLUDES Membership or Stock Certificate INCLUDES Preliminary Name Search INCLUDES 110% Lowest Price Guarantee!
Yes, even INCLUDES Attorney’s Fee (No Hidden Attorney Fees).
The gig economy is also known as the sharing, on-demand, or access economy. It usually includes businesses that operate a digital platform to connect people to provide services to customers.
