Delaware Filings - CSC Global

[Pages:6]Delaware Filings: The Essential Guide

By Deborah A. Hampton

Prepared by: Corporation Service Company? 800-927-9800

?2013 Corporation Service Company? All rights reserved.

Delaware Filings: The Essential Guide

After more than 100 years of working with the State of Delaware and serving the legal profession, we've grown to meet the needs of a wide range of domestic and international entities.

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Delaware Filings: The Essential Guide

At CSC, we know you expect fast response times when filing with the State of Delaware. You want a reliable and experienced partner that serves as a trusted arm of your practice. That's why we created our Concierge Legal Services--to help you and your clients realize the full benefits of doing business as Delaware corporations. Here are several Frequently Asked Questions about Delaware filings, and how CSC can help:

Q. Why incorporate in Delaware?

A. First, a bit of history: Delaware has the most advanced and flexible business formation statute in the nation. The Delaware Court of Chancery is recognized as the nation's preeminent forum for settling business disputes. (In fact, business disputes are the court's sole focus.) And unlike most government agencies, the Delaware Division of Corporations strives to be business-friendly. There are a number of good reasons for organizations to incorporate in Delaware: ? Several types of business can be transacted under one corporate roof. ? Shareholders can act in writing instead of holding meetings. ? Individuals who are not shareholders can serve on the board. ? Entities are not required to keep corporate records in Delaware. ? One person can act as the sole officer, director and shareholder of a corporation. ? Companies that do not do business in Delaware are not charged

state income tax. ? Delaware has no sales or personal property tax. CSC serves as a dependable liaison between law firms and the Delaware Division of Corporations, providing fast, responsive service whenever your clients need to form entities, change entity names, make stock adjustments, cancel entities or conduct filings related to mergers and conversions. Think of CSC as your direct line to the Delaware Division of Corporations.

Q. Why choose CSC?

A. After more than a century working with the State of Delaware and serving the legal profession, we've expanded to meet the needs of a wide range of domestic and international entities, as well as the legal practitioners who serve them. We understand that time is money, and efficient filings allow you to maximize your billings. When you call CSC, you'll always reach a real person who can answer your questions and assist you from 7:30 a.m.?11:00 p.m., Monday through Thursday, and Fridays from 7:30 a.m.?10:30 p.m. You can also access filings and client information 24/7 via our secure online portal.

Delaware Filings: The Essential Guide

CSC stays on top of your clients' filing dates to ensure that they are always on time and include the proper information to avoid rejection.

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CSC provides: ? Around-the-clock access ? Record response times ? Unequalled fulfillment speeds ? Unmatched Delaware expertise ? Unlimited flexibility to meet your needs

Q. Why CSC for registered agent services?

A. Wherever your clients do business, CSC can provide them with fast, reliable statutory representation. Registered Agent Services from CSC are the perfect union of experience and technological innovation. We receive service of process, send immediate notice by email and deliver your clients' documents electronically-- scanned, indexed and optimized--within 24 hours. CSC keeps accurate and complete records of all entity transaction, litigation and service of process histories. We send you email alerts reminding you of a client's critical filing deadlines such as annual reports, franchise tax payments, and business license and DBA renewals. What's more, our services are always rendered with the speed and security you would expect from an industry leader.

Q. What is my Delaware filing date?

A. The filing date is listed as the date of submission. If a document is rejected and requires corrections, you have five business days to correct the submission. If it is rejected again, you have another five days to make adjustments. Because quick action is required to retain your original filing dates, CSC closely monitors submissions to make sure that changes are addressed correctly and re-submitted on deadline. CSC stays on top of your clients' filing dates to ensure that they are always on time and include the proper information to avoid rejection.

Q. Are there specific execution requirements?

A. Execution in Delaware has specific conventions. For corporations, documents must be executed by an officer and their title must be shown. For limited liability companies, documents may be executed by an authorized person, manager or member. For limited partnerships, documents must be executed by the general partners. CSC can help you organize the required client signatures to execute before the filing deadlines.

Q. What is the difference between a correction and a corrected certificate?

A. Delaware allows a corrected certificate or certificate of correction to be filed if a previously filed document was an inaccurate record of the corporate action or was defectively or erroneously executed. There is a difference between the two types of corrections to be filed: A correction corrects only the original error. It is retroactive back to the original document being corrected. When you request a certified copy of this document, you will automatically receive the original document as well as the correction. A corrected certificate corrects not only the inaccuracy but also recites

Delaware Filings: The Essential Guide

The professionals at CSC have years of experience submitting last-minute filings. Count on us to execute your filings on time--and on budget.

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the document in its entirety. When you request a certified copy, you will receive just the corrected certificate. This is generally more cost-effective (and often less confusing) in those instances where more than one article of the document is being corrected. CSC can help you manage corrections and corrected certificates to ensure that your clients always have the proper documents on file.

Q. What evidence will I receive?

A. Having physical evidence of your Delaware filings is very important. Delaware sends certificates of incorporation as PDFs. You can validate certificates for authenticity on the state website at corp.authver.shtml using the seven-digit authentication number located on the lower, right-hand corner of the certification page. And thanks to CSC's superior technology, your evidence is available immediately once Delaware approves your filing.

Q. How does CSC handle business mergers, dissolutions and conversions?

A. When a corporation is merging, dissolving or converting in the current year, it is required to file all annual reports due at the time of filing the specific merger, dissolution or conversion document. (All annual reports due with filings can be submitted 24 hours prior to the filing.) Additionally, when converting to a Delaware entity, corporations must submit their formation document with the conversion document. CSC's Concierge Legal Services can help your practice manage business mergers, dissolutions and conversion details from start to finish. Our attentive handling of your filings is invaluable in situations where your clients are located in other states or countries.

Q. Does CSC handle preclearances?

A. Delaware allows preclearance on all document types except annual reports. More complex filings that are often precleared include mergers, conversions and restated certificates. Delaware charges $100 for a 24-hour expedited preclearance and $500 for a two-hour expedited preclearance. All 24-hour preclearances must be submitted before 7:00 p.m. Two-hour preclearances must also be submitted before 7:00 p.m. CSC will ensure that no matter where you are in the world, your preclearance is submitted on deadline, Monday through Friday.

Q. Can I get a submission any faster?

A. Yes, Delaware does work with service companies like CSC to provide a 30-minute service to clients. The fee for this service is $1,500 above the regular filing fees. Note that not all filings fit the criteria. For example, preclearances are not allowed. You may have more success with a 30-minute submission if the submission meets the following criteria: ? The document has been precleared with a clear letter (no errors) ? The precleared document is the exact document that was submitted ? All franchise taxes and annual reports are paid and filed in advance ? The entity is in good standing.

Delaware Filings: The Essential Guide

The professionals at CSC have years of experience submitting last-minute filings. Count on us to execute your filings on time--and on budget.

Q. Is there a global filing procedure in Delaware?

A. Delaware has a global filing procedure which can secure filing dates 365 days a year. The cost for this service is $1,000. It is important to notify the state at least 24 hours in advance with submission of the document, requesting the specific filing date and time. Because CSC works extended hours, you can reach one of our staff to initiate a global filing procedure and meet the 24-hour deadline.

Q. How do I handle restated certificates of incorporation?

A. A restated certificate of incorporation is commonly filed with the State of Delaware. It is essentially a compilation of all documents previously on record with the state. It is more cost-effective and less confusing in situations where an entity has more than 15 documents on file with the state. It is important to include previously filed designations in a restated certificate if these are still in effect. If previously filed designations are not included, they are considered eliminated and no longer in effect. This can be especially confusing in instances where you attempt to file a Certificate of Increase and discover that your designation has essentially been wiped out or eliminated.

Partner with CSC's Concierge Legal Services team

Partner with CSC and we'll put our Concierge Legal Services team behind your practice. Our experienced professionals will save you time, bring new efficiencies to your legal processes, and exceed your and your clients' highest standards for service.

Learn more about CSC's Concierge Legal Services and Delaware filings.

Contact us at 800-927-9800 or visit .

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