In most states you can organize an entity with a commencement date in the future (typically not more than 90 days ahead). This is most often referred to as using a “delayed effective date“.

As we near the end of 2020 the topic of effective dates is a discussion that comes to mind in relation to the filing of new Corporations and Limited Liability Companies.  Your client may have a new business venture and is looking to form a business entity for it. Your first inclination may be to deter them from filing this close to the end of the year in order to avoid 2020 taxes, however in many States you can file now, setting forth a delayed effective date.

Certificates of Good Standing

After an entity (either a business corporation, limited liability company or non-profit corporation) is formed, there is often a need to obtain a document which certifies that the entity is: a) still in existence; b) is up to date on its annual reports and franchise taxes; c) up to date on all of its statutory and administrative requirements.

That document is known as a Certificate of Good Standing (sometimes referred to as a Certificate of Existence or a Certificate of Status, depending upon the state). A Certificate of Good Standing is exactly what it sounds like. Continue reading “Certificates of Good Standing”

What you should know about Corporate and LLC Dissolutions

Corporate and LLC-Dissolutions

As we approach the end of year many Corporations and Limited Liability Companies find themselves needing to dissolve. Here’s what to expect when dissolving a corporation or a Limited Liability Company.

For corporations many states require that you obtain consent from their governing tax authority before they will accept the filing of a dissolution.  For instance, New York and New Jersey have a stringent tax clearance process you must go through before you can dissolve a corporation. In NY, before you can file for dissolution with the Dept. of State you must first obtain consent from the NY  Department of Taxation and Finance.  Before the New York Department of Taxation and Finance will grant that consent, a corporation must be current with their franchise tax return filings, payment of taxes and a “final franchise tax return” must be filed (and marked such) along with payment of any taxes due per that return.   Continue reading “What you should know about Corporate and LLC Dissolutions”

What is an “annual report”?

Annual Report Filing Service

Every business entity filed on a state level with the Secretaries of State of each state is required to file an “annual report” in order to remain active and in good standing.  Failure to file such an annual report may result in penalties or revocation of the corporate or business charter. While the time of filing of a company’s annual report may vary with the state in which it is filed, it is a requirement to remain in business. Continue reading “What is an “annual report”?”

In Which State Should You Organize Your Business?

In Which State Should You Organize Your Business?

Companies which own or lease real estate, employ people, conduct business and/or generate income in a state are considered to be “doing business” in that state. A small business that is “doing business” in only one state should, in most cases, organize in that state. If, however, you are contemplating doing business in more than one state, the decision about where to organize your business gains importance. Continue reading “In Which State Should You Organize Your Business?”