How do i industry sign banking delaware pdf later
hello and welcome to our webinar today this is closing the Delaware LLC or corporation I am Michael cutter with Harvard Business Services and I'm joined by Michael Bell the president of the company who will be presenting to you in just a minute a couple of things as usual to go over here at the top of the broadcast first of all we are recording as we always do so the session that you see today will be available to you to review if you miss anything or just want to go back and hear it again you'll be getting that in an email tomorrow probably around the same time of day and that will be accompanied by a pdf version of the slides that you show you so you'll have two different ways of viewing the information and should be enough to help you review anything that you might have missed the first time in addition to that the presentation today should be fairly quick I think we'll probably need about 20 or 30 minutes and then we'll have some time for your questions at the end so any questions that you think of along the way that you need clarification on just chat them in using the chat feature right in the webinar and some of them who might be able to answer on the fly and the others that we will save until the end and make sure we get everything answered for you as best we can and of course we're always available after the webinar to answer questions and as well so those are the main things let's just jump into a quick little bit of information about us we're Harvard Business Services were founded in 1981 in Wilmington Delaware by Rick Bell who's pictured on the left side as I show you and we're a family owned and operated company myself was going to be presenting in just a moment was named the president of the company just almost a year ago this past January we are now headquartered in Lewes Delaware right on the coast and we have formed over a hundred and eighty thousand companies and we have over 80,000 current clients worldwide as oh we are always ready long and able to help people from all over the world with their Delaware companies we are a Delaware registered agent information specialists very customer focused company we offer free lifetime support low prices and friendly staff these last two points are important we are not attorney that were not accountants so we cannot offer you legal or accounting advice and anything you hear in this webinar should not be considered legal or accounting advice and we have no affiliation with Harvard University whatsoever just a completely different entity from them so with that we can jump into the webinar I'm going to turn things over to Mike and like I said if you have any questions please feel free to chat them in as we go okay great thank you Michael for the introduction as Michael said my name is Mike Bell I'm the president of Harvard Business Services I've been working in the company now for almost 11 years but in layman's terms I've been working in it my whole life so this is a great topic for this time of year because there are a lot of people that are looking to close their books and things down before the end of the year so this will help cover everything you need to know about properly closing your company down here in the state of Delaware through either utilizing our services or directly through the state of Delaware whichever you prefer but hopefully it answers all your questions and if you do have any questions in the meantime while I'm presenting please ask them and I'll try to get to them as I'm presenting a where I'll get to them at the very end so I this is not always something we'd like to hear but we do know that you know people do have to close their company for one reason or another so regardless of whether the closure was planned or unplanned it's important to be aware of the correct procedures I'm in order to protect the company and its stakeholders from extra expenses liability and conflict so that's the main purpose of this webinar today and these are the things that we'll be covering we're going to cover what to consider before you close the company procedures for different entity types filing deadlines and franchise tax implications using Harvard to close your company with state of Delaware and an alternative to a formal closing so let's jump right into it here's what not to do a lot of people just want to call us via phone and say my company is closed okay well you just stating that your company is closed does not formally close your company with either Harvard Business Services or with the state of Delaware we will send you the proper options if you do call us and state this information we do not go based upon word of mouth that your company is closed you have to take up a proper way of going about it to either formally close your company work to resign as a registered agent another thing that people like to do is they contact us via their paperwork or they say to us that they file the proper documentation with the state of Delaware to close company but we never receive or see the filing reflected in the state's database so we cannot assume your company is actually closed either with Harvard Business Services or with the state of Delaware so it is very important to take the proper protocol to make sure that your company is closed down in one of these two ways okay so things you want to think about before closing your company if you have an LLC operating in Granite or corporation bylaws which every company should have a set of bylaws for operating agreement on file at all times internally with the company it would it's going to state specifically how your Delaware company should be closed including how many boats you need to close the company how to handle any updated debt how to liquidate assets how to notify the appropriate parties involved if you do not have this information in incorporated into your operating agreement or corporation bylaws you will I would suggest you seeking the assistance of an attorney to make sure that all of these things are incorporated into you either one of these agreements or firewalls that way if there is ever a conflict people will know properly how to go about closing the company you're also going to want to speak to your attorney in your accountant to see if there if your company needs to file a final federal or state tax return evaluate any unresolved contracts loans and obligations and to close your business bank accounts and distributions of funds that may be left over to any of the members or shareholders of the company so those are a great set of points to remember when before you decide to close your company all right so I as I stated before you do need certain voting in different companies so for an LLC to initiate the company to close within the company in one of two ways either you need an animus or majority vote so the ownership must either vote unanimously to cancel the LLC or the LLC's operating agreement states that a particular percentage of LLC members can be an agreement to cancel the LLC a United unanimous vote is not needed you can vote by two-thirds of ownership insures so the Delaware LLC law allows the LLC members who collectively owned more than two-thirds of the company to agree by both to cancel the LLC whereas with a corporation dissolution a decision to dissolve the corporation must be made by the board of directors the board of directors are the ones who run the company whereas the shareholders are the owners of the company and so the board of directors and the shareholders are going to get together in accordance with the corporate bylaws and then to start this process you must have a meeting with both of them I pass a resolution to dissolve the company okay so now we've talked a little bit about the proper way of going about it and how how many votes you need and things of that name nature the next thing that's very important is the timing matters of when you are going to close your company because the franchise tax instated Delaware it has a lot to do with it and so as I'm going to explain here so once you've decided to formally close your company and the appropriate parties have approved it the filing of your certificate of cancellation for an LLC or certificate of dissolution for a corporation must be completed on or before December 31st of the current calendar year why is that because if you even exist for one day in 2020 the state of Delaware is going to impose the twenty the next year's franchise tax which is 2020 and you will be subject to pay that as well so if you don't want any more franchise tax issue to the company you need to close it before December 31st so an example that was you close your LLC on January 3rd 2020 now you will have to pay your three three hundred dollar franchise tax for 2019 as well as your three hundred dollar franchise tax for 2020 so as you can see it goes up you know practically if you don't do it before the December 31st the also the other thing that you need to know about this is the reason the timing matters is because this process does take you know approximately three to five days to complete as long as you get the signed document back to us so and we do have to when we get closer to the deadline we do have to charge an additional expediting fee to make sure that it gets done quickly so it is really important that you call us well before either our Christmas holiday or in early December or but it's calling us after the art persons holiday is going to cause us to have to rapidly get done and there will be additional fees associated with getting that done to make sure that it's done before the end of the year so go ahead and call us today for a quote and we'll be happy to get that to you and take care of the paperwork but can't stress enough that closing it must be done before January 1st and must be done on December 31st alright so as I said we do offer assistance to help provide an accurate quote for both the dissolution or cancellation fee for the state of Delaware as along with what your franchise tax is to formally cancel your company so you just need to simply contact us by phone live chat email or Skype or you can contact us in other ways as well to close your company once we receive your payment we will prepare for the proper document the email for signature by an authorized person for the LLC or an officer for the corporation you will then need to sign that document and then send it back to our office via scan email on the state of Delaware allows for conformed signature so an email copy is just as good as the hard copy and then once we receive that we will file the proper documentation with the state of Delaware and this entire process does take three to five business days once we do have a copy of it we get the official docket back from the state of Delaware we're going to provide that to you for your records so you can provide it to any necessary parties that require showing that you have closed your business okay so um as I spoke about there is a formal way of closing your company and then there's an informal way of closing your company which is also known as in active status so there's two options so the first option is we spoke about is filing a formal dissolution or cancellation and that's filing the proper documentation with the state of Delaware the other option is to and if you don't need to formally dissolve or cancel your LLC would be to have your registered agent resign on the entity putting the company into an inactive forfeited status with the state of Delaware the process tick typically takes about 60 days to complete this process and then it does not occur right away and is not the same as how we haven't filed a formal cancellation or dissolution so if you have us resigning as registered agent and you think that's formally closing the company it's not formally closing some Aegis you're basically letting the company go alright so the way the registered agent resonation process works is when your registered agent resigns your company enters into a forfeit status with the state a resonation can occur in one of two ways it can occur by the authorized person in the company requesting the registered agent to resign or the registered agent is forced to resign on its own for the annual service fee not being paid in a reasonable amount of time the registered agent must allow the company 30 days after notifying it that it will be residing before submitting the resignation to the state the state then provides the company an additional 30 days to appoint a new registered agent or reinstate the original agent only at the end of this process is the resonation official and the company considered to be in a forfeit status so as you can see by this by this slide it is a longer process to go through the registered agent resonation versus formally filing a dissolution with the state of Delaware which takes approximately three to the state so it is important to understand the difference between the registered agent resonation and the formal dissolution so the things that you need to consider when requesting the registered agent to resign is that the company is still going to be responsible to pay any franchise tax every year in which it is in operation regardless whether it has any income or not so if your company does not pay the annual franchise tax the state imposes a late fee plus interest for every month it is not paid in addition if you decide to have the registered agent resign and later decide to revive the company meaning bring the company back into good standing you are going to be responsible to pay and pass new franchise tax including penalties and interest you may also face other difficulties in reviving the company later on such as the company name is no longer available so it is important to weigh the two options that we provide to you because I you know when you formerly just let the company go it does have its benefits and it does have its disadvantages so just some things to keep in mind if you decide to go that route but later on you need to bring the company back into good standing it does cost a lot more to revive a company than it does to form on file a brand new company or to dissolve a company so let's say you've decided to dissolve a company or you've let your company lapse and let the registered agent resign or you paid the registered agent to resign does that mean that you are not allowed to file another company does it mean that you are going to be subject to paying any franchise tax for those other companies no the state of Delaware has no regulation on that you can file as many companies here in the state of Delaware whether you have dissolved them or the registered agent has resigned because none of your information is available for public record so I the process is handled in any of these conditions and we're happy to go over this with you in detail over the phone and you will find that none of your franchise tax rate and past companies transfers to the registered agent or the other company or the new company and it does not affect another company started by the same founder so it does not stop your building from continuing to file new companies here in the state of Delaware all right so that's basically our presentation today I hope it provided the information that you need to know for formally closing your company we thought this was a good topic because we're getting closer to the end of the year now and people are definitely considering this now so there are a number of reasons why you should consider Harvard Business Services we have an A+ rating on the BBB we have an excellent review I have reviews on Trustpilot and we've named the other reasons along with our $50.00 a year Delaware registered agency so there are a lot of reasons to consider Harvard Business Services and I thank you for your time today and I'm happy to help answer any questions after Mike finishes up here thank you Mike and just to further the point about reaching out to us there's many ways in touch with us we've we've recently added whatsapp to our mix of channels that were available on so any of these methods are great for contacting us just kind of initiating the process and I just really want to reinforce that you know with the end of the year coming up and the additi
nal tax that you have to pay if the company remains open at the end of the year this is something that you should act on while it's fresh in your mind it's easy to forget about it and then suddenly it's too late so do reach out to us to ask us any questions you might have more happy to help you get this done in time for the end of the year and with that being said oh one more thing if you are not already subscribed to our blog which I hope many of the folks listening in today are it really is you to sign up for it we send out one weekly email that has some fresh blog posts new content new news that's coming out about Delaware companies and just you know businesses in general we don't spam you we don't ser sell or share your information so it's a real low stress thing just sign up you get your one weekly email and that's it so we encourage you to do that if you'd like some more information on us and with that being said if you have any questions go ahead and send them in we've got a couple to get to already so if we don't get any more we can just take the two and then wrap it up after that but we did get a question from the audience someone was asking about the process for closing an EIN number when you're closing the company yeah that's another great point and great question with regards to the company so I you can uh you know provide the certificate of dissolution or cancellation to the IRS and you typically will do that when you file your your federal income taxes or things of that nature but with regards to the ein number the ein number will always remain of active it never died so even though that company is formally dissolved the company the tax ID number still is around but you know if you file a proper paperwork with the IRS and the federal government um then they will know that your company is closed but your EIN number will our clothes alright great and and there is some more information on our website for anyone who needs more on that there's a blog post called an EIN number Never Dies and you can get some additional information there on that topic but one other question might we did talk about how can't wait until the very last day to do this because it takes some time to process so how much time when you recommend that somebody take from from starting the process to make sure that it's closed and complete by the end of the year I would start as soon as possible I mean even though I know people have a lot of busy schedules I would start process as early as possible so you know you can even start it you know now but the latest you I would get started as it's probably the the second week in December okay great and we did get a couple more questions that just came in so let's get to those if a registered agent resigns how is it possible to owe additional monies please elaborate so okay so if even if the registered agent resigns the company is going to go into an inactive forfeited status but the state of Delaware even though that company has not been formally dissolved with the state of Delaware the state of Delaware is still going to it's still going to calculate the franchise tax year after year so my company in the state of Delaware for a corporation does not officially go wait with the state unstuff until you have not paid the franchise tax for two consecutive years whereas with an LLC your company does not officially go void in the state of Delaware um for three consecutive years about paying the franchise tax so even though you have resigned the state of Delaware is still going to calculate that franchise tax until they formally void the company with the state of dealt with the state of Delaware based upon that okay so but that answers your question if not let us know we can try to give you some additional info there and then the last question that we have right now is do you provide guidance on what needs to be done to close in another state for example a Delaware company operating in Pennsylvania so we do we we can certainly help assist you with that we don't we're not experts in every state outside of Delaware so if you do need to file a so if you are a Delaware company you filed its form entity in the state of Delaware in the state of Pennsylvania we can certainly help assist you with that process as well but if it's not a Delaware company and you need your just your DOMA file in the state of Pennsylvania then we can't help with that aspect but if if it's a Delaware company with foreign and C status in Pennsylvania we can certainly provide you information on that alright great well thank you all for joining us today and for your questions hopefully we got everything answered and you're all ready to go and once again just remember to get the process started so you have enough time to get it completed before the end of the year reach out to us if we can help you any further and enjoy the rest of your day Thanks