Depending on the particular needs of the business, you may expect to transact business outside of the State of Incorporation or LLC Formation. A Corporation or LLC is considered to be domestic only in the State in which it was formed. In all other States, your company will be regarded as a foreign Corporation or LLC. In order to qualify your company to transact business in another State, you must register as a foreign Corporation or LLC in that State. Failure to qualify as a foreign Corporation in a State in which your company transacts business may include loss of access to that State’s courts and potential fines. Company Express can prepare/file all of the paperwork necessary to qualify your business as a foreign Corporation or LLC in any State.

Company Express’ Foreign Qualification Service includes:

• Name Availability Check in the State for which qualification is to be sought;
• Obtaining a Certificate of Good Standing from the State of formation;
• Preparation and filing of foreign Corporation Certificate in the State of qualification;
• Registered Agent Service if required in the State of Qualification;
• Handling your State Filing Fee payments.

The Fees for Foreign Qualifications are vary by the States, please contact our office for details.

State and local governments usually require companies to register any alternate names under which they do business. Called a Doing Business As (DBA) filing, this action allows your company to legally operate under a trade name, also known as an “assumed” or “fictitious” name.

By having a DBA name, it’s possible for sole proprietors and general partners to do business using a name other than the owners’ personal name. In the case of C corporations, S corporations, limited liability companies (LLCs), nonprofits and some other formation types, a DBA filing allows them to do business under a name different than the one that appears on their original incorporation documents.

Here are a few practical examples of how DBA names are used:

• Sole proprietors and general partners often choose to operate under a DBA name. For example, business owner John Smith might file the DBA name “Smith Roofing”;
• Corporations and limited liability companies (LLCs) may register alternate names for specific lines of business. For example, Helen’s Food Service Inc. might register the DBA name “Helen’s Catering”.

By registering a DBA name for your business, you could enjoy:

• better visibility for marketing purposes;
• enhanced credibility among suppliers and customers;
• an easier time opening business bank accounts;
• the ability to transact business under a different name on the Internet.

The Company Corporation can help

The Company Corporation can complete DBA registrations for corporations, limited liability companies (LLCs), and some sole proprietorships and partnerships. Let us know that you’d like to register a DBA name and we’ll send you the right application for your DBA filing. You just sign and return it to us and we’ll take it from there. Once the state or local government has accepted your request, we’ll send you an approval notice. Your DBA name will then be part of the public record.

For businesses registered in the state of Delaware, please contact us at 800-818-6082.

Order Details

The Company Corporation will charge a $50.00 deposit to begin preparation for this service. The deposit listed in your order is non refundable and will be applied towards the total service fee of $125.00. State fees and tax clearance (if applicable) are not included in the service fee. You are required to pay the balance of the service fee, and any applicable state filing fees and tax clearance to complete the process.

Whenever your business makes fundamental changes to its records, you must notify the Secretary of State by filing what are known as Articles of Amendment (for corporations) and Certificate of Amendment (for LLCs).State laws require businesses to file an amendment with the Secretary of State any time the specifics of their Articles of Incorporation (for corporations) or Articles of Organization or Certificate of Formation (for LLCs), or Certificate of Authority (for businesses that are ‘qualified’) change.

These can include changes to:

• Your business name;
• Your listed directors or members;
• The number of stock certificates your company issues;
• The par value of your company stock;
• Your business’s purpose.

By having your Articles of Amendment filed with the state, you’re able to confirm that:

• The company’s representatives, including directors, members and shareholders, have consented to the change;
• The changes you’ve made meet the legal requirements of your state of formation.

The Company Corporation can help

The Company Corporation can file amendments to your Articles of Amendment in every state and the District of Columbia.

Simply tell us the amendment you’d like to file and we’ll tell you the cost and filing procedure. We’ll then provide you with the appropriate paperwork and fee breakdown. Once you’ve completed, signed, and returned the paperwork to us, we’ll submit it to the state for approval. As soon as the state approves your application, we’ll send you official evidence of the approval.

* For businesses registered in the state of Delaware, please contact us at 800-818-6082.

Dissolution Filing Service includes:

• Prep & filing of the Articles of Dissolution;
• Shipping of the completed documents to you.

Business dissolution
Regrettably, not all businesses succeed to the level their owners might have once hoped. Dissolution can be caused in many ways, including the failure to file annual reports or pay certain taxes in the state of incorporation, bankruptcy, or voluntary dissolution by business owners.

Why it’s important
If your company is ceasing operations or is no longer in business, filing Articles of Dissolution legally ends your company’s existence in your state of incorporation or in your state of qualification, if you had registered to transact business in another state (foreign qualified). Companies incorporated or foreign qualified in a state face annual report and taxation requirements in that state. Unless the state knows your company is no longer in existence, those obligations will continue. Typically late fees and penalties will continue to accumulate. Dissolving your business with the state will end these obligations.

After your Corporation is formed, you must observe corporate formalities such as holding annual meetings of shareholders, adopting By-laws and issuing shares of stock in order to maintain the integrity of the Corporation. While LLCs are not required to observe such formalities, good record keeping is essential nonetheless. Company Express’ Corporate and LLC Kits contain the documents and related items you will need for this. Our Corporate/LLC Kit includes:

• Personalized Binder: This Sturdy Binder is beautifully detailed in gold with a matching slipcase. Your Corporate or LLC Name will be foil-stamped on the Binder spine;
• Corporate Seal: This Seal is custom finished to include your Company Name, State and Year of Incorporation, and can be stored inside the Binder in its own carry pouch;
• 20 Stock/Membership Certificates: These richly designed Certificates come numbered with your Company Name, State of Formation and lithographed on the finest security paper available;
• Index Tabs: Mylar-coated, easy-to-use tabs;
• Minutes & By-laws: At no extra charge, your personalized Binder will include 50 handy blank or preprinted forms as well as the necessary tax materials. These pages are multipurpose and are frequently revised to simplify and organize your records preparation;
• Transfer Ledger: 8-page alphabetized transfer ledger;
• Forms: Also included in your Binder are F.I.N. Application Forms, S-election, and Resale Tax Number Forms.

The cost of Corporate/LLC Kit is $98  Please contact our office for details.

Business owners may encounter situations where a Certified Copy of their incorporation documents or qualification documents, if the company has registered to transact business in other states, may be required. Additionally, in our busy lives today, it is relatively easy to lose or misplace important documents. Requesting a Certified Copy provides another true copy of your state-filed documents to keep with your company records.

Why it’s important

A Certified Copy is a true, exact copy of your company’s incorporation or other state-filed document, as issued by the state and is often used for the following purposes:

• Replace a lost or misplaced original. It’s critical to keep the original of your formation documents or any other state-filed document with your company records. If the originals are ever lost or misplaced, be sure to request a Certified Copy from the state of formation or qualification;
• Provide additional proof of authenticity. Many states allow for electronic and/or fax filing of documents. Consequently, the state-approved documents may not look “as official” as you think they should (even though they are official). Having a certified copy sometimes makes business owners feel there’s additional proof of authenticity;
• Open a bank account. A Certified Copy of your company’s formation documents is often needed in order to open a bank account;
• Foreign qualification. A Certified Copy or a Certificate of Good Standing are typically required in order to register your company to transact business in another state (foreign qualify).

All Corporations and LLCs conducting business in United States are required to obtain an EIN (Tax ID number) from the Internal Revenue Service, file tax returns and, of course, pay taxes. An EIN is also required in order to open a bank account in the United States. Company Express can help you prepare the EIN application form (form SS-4) and file it with the IRS. The cost of this service is $80 for US residents and $175 for international clients.

Mergers and acquisitions (abbreviated M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling, dividing and combining of different companies and similar entities that can aid, finance, or help an enterprise grow rapidly in its sector or location of origin or a new field or new location without creating a subsidiary, other child entity or using a joint venture. The distinction between a “merger” and an “acquisition” has become increasingly blurred in various respects (particularly in terms of the ultimate economic outcome), although it has not completely disappeared in all situations. Mergers or acquisitions very often became very legally complicated process and we advise clients to hire specialized attorney to properly document all aspects of merger, but after it will be done, Company Express will take care of all required filings with Secretary of State office.

Please contact our office to get a quote.

When the nature of your business changes, it may present a chance for you to change from one business entity type to another:

• Changing a corporation into a limited liability company (LLC). For example, a C corporation with an owner that is not a US citizen wish to become an LLC to take advantage of pass-through taxation (because the C corporation has an owner that is not a US citizen, it cannot become an S corporation);
• Changing an LLC to a corporation. For example, the owners of an LLC may wish to seek venture capital funding and therefore wish to become a corporation.

Why it’s important

Converting a company from one business type to another requires the business owner to follow the procedure required by the company’s state of incorporation. All tax implications should also be weighed and those obligations satisfied.  For taxation questions, it is best to seek the advice of an accountant or tax advisor.

Features & Benefits

The Company Express conversion service helps you by:

• Determining the appropriate process for conversion in the state where your company was formed;
• Obtaining and preparing appropriate state forms;
• Submitting your completed conversion forms to appropriate state agencies;
• Notifying you when the process is complete and shipping any state-approved documents to you.

Reinstatement is the process of returning an inactive or non-compliant company to good standing within a state. C corporations, S corporations and limited liability companies (LLCs) face ongoing state formalities, such as annual reports or statements and their associated filing fees, franchise and/or other state taxes. If a company fails to undertake these steps, it risks falling out of “good standing” in a state.

Why it’s important

Companies that are in bad standing long enough risk administrative dissolution or revocation by the state. This should be avoided because when a state administratively dissolves a corporation or LLC or revokes its corporate or LLC status, the benefits of the entity type, such as the limited liability protection provided to owners, are lost.

Features & benefits

Reinstatement requires a company to resolve outstanding business compliance issues and submit necessary forms and fees to the state. Company Express helps you through the reinstatement process by:

• Identifying all steps your business must take to become compliant;
• Determining outstanding or overdue fees due to the state;
• Obtaining the forms you must complete as part of reinstatement;
• Auditing your reinstatement forms for common errors prior to submission;
• Submitting your completed reinstatement forms to the appropriate state agencies;
• Notifying you when reinstatement of your company is complete.

The corporation’s bylaws set forth the company’s rules and regulations. Similar to bylaws, an operating agreement provides the framework to operating the Limited Liability Company. Companies do not file the bylaws or operating agreements with the Secretary of State. Instead, businesses keep them with their internal company records.

Regardless of the state in which you formed your LLC, Company Express® can provide a form operating agreement or By-Laws for your business. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $35. Draft of Operating Agreement/By-Laws we use was approved by lawyers and will be suitable for the most cases.

All states require corporations and LLCs file annual, or in some cases biannual, reports and pay Franchise Taxes. This should be done to keep your business registration in a good standing before specific date set by the state law. Franchise taxes should not be confused with income taxes. Failure to file report and pay Franchise taxes on time will result in penalties and possible administrative dissolution of the entity by state government. For small fee of $35 Company Express will timely prepare and file annual report for the clients and submit all required fees to the state government to keep our client’s entities in a good Standing. We offer this service together with our registered agent service.

Legalization is the process of document certification for use outside United States. Legalized copy of the Articles of Incorporation or Articles of Organization is often required to open a bank account in another country for a US-incorporated business. Government of other countries may required legalized copy of corporate documents in order to open representative office, joint venture or subsidiary in other country. Legalization can be done by Apostille, which is a method of certifying a document for use in another country (pursuant to the 1961 Hague Convention) or by certifying documents in Embassy of particular country. We can obtain Legalizations by Apostille or by an Embassy of the relevant country, as appropriate. The cost of this service is $80 per document plus relevant State or Embassy Fees.

Document Retrieval
Company Express offers a complete Document Retrieval Service, including obtaining Certified Copies of filed State documents, Good Standing Certificates, and miscellaneous other such documents. The cost of this service is $85 per document plus the relevant State fee.

Expedited Service
Depending on the State, the process of Incorporation/LLC Formation can take up to several weeks or longer. If you need your Incorporation or business formation processed right away, many States offer Expedited Services. When you opt for these services, we will instruct the relevant State to process your order immediately and we will deliver your corporate documents by overnight courier. In most cases, your filing will be completed in 7-10 business days. Our Expedited Service fee is $90 plus State expedited fees, which vary from State to State.

Just about every State requires that (i) Corporations and LLCs organized under its jurisdiction and (ii) foreign Corporations and LLCs qualified to do business in that State designate a Registered Agent. The Registered Agent is responsible for receiving on behalf of the represented company, and forwarding, official, i.e., governmental, correspondence from the federal and relevant State Governments including service of process, franchise/other tax forms, and annual report forms. The Registered Agent is generally required to be an individual or a Corporation that (i) has a physical address within the relevant State and (ii) is available to accept service of process on behalf of the Corporation or LLC during normal business hours. The Registered Agent’s name and address are included in the Articles of Incorporation and this information is a matter of public record.

By selecting Company Express(R) as your Registered Agent provider, you will ensure that this important service is with the utmost care and efficiency. Our fee for Registered Agent service is $160 per year.

Change of Registered Agent

If you have an existing Corporation, LLC, Limited Partnership, or similar entity and would like to change your Registered Agent to Company Express, we would be pleased to take care of this for you free of charge. As soon as the change is effective, you will receive an invoice for the relevant annual Registered Agent service fee set forth above.