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Worldwide Incorporators Blog

Dissolving a Business Entity


Closing or winding down a corporation or LLC varies from State to State.   However, in most cases, a certificate of cancellation, tax payment and/or final tax report is required.    For example, Delaware requires a Certificate of Dissolution/Cancellation along with the most recent annual report or tax payment.    PA corporations require tax clearance (can take up to 2 years) to accompany a certificate of dissolution.   NJ corporations also require tax clearance (up to 1 year) and the certificate of dissolution.   

If you need assistance with filing at the State level, Worldwide Incorporators Ltd. can assist.   We can be reached out 302-477-0500 or email: sales@worldwideinc.net.

Lastly, make sure that your final federal tax return is filed with the Internal Revenue Service.  You may want to include a letter indicating that the EIN/Fed ID Number should be cancelled and it's no longer in use.

Please contact your tax professional to assist with the final federal return.


Meet Staff Member Alexa Siemienski

Alexa graduated from Delaware Tech in 2012 with an Associate of Arts in Interior Design. She also graduated from University of Delaware with an Associates of Arts in 2013. She is currently finishing up a Bachelor of Science degree in Business Administration from Goldey Beacom College.

In January of 2013, Alexa started working in the formation industry working for Corporation Service Company. She specialized in new business entity formations and educated her clients on remaining compliant after the initial formation of their entity. She assisted  clients in all 50 states with state formation filings, amendments, qualifications, and document retrieval. At CSC she worked with entrepreneurs to established business owners.

Alexa left CSC and joined Worldwide Incorporators in August of 2014. She brings to us a familiarity of the filing process in all 50 states and knowledge of compliance requirements. In her spare time, Alexa enjoys hanging with her family, friends, and cat Marley. She also enjoys going to music concerts, traveling, and staying on top of fashion trends.


Tips for Naming your New Business

1. Brainstorm company names with friends. If your business is consumer-oriented, go for a catchy name that is easy to remember and describes what consumers can buy from your business.

2. Research your top name choices on the internet.  Avoid names that are too close in sound or in spelling to similar businesses nearby.

3. Once you have found two or three of your best names, contact us at Worldwide. We will be happy to check in the state in which you plan to incorporate to see if those name choices are available for use. If the name is fairly common, it may be in use already and therefore be unavailable. Some states, such as California, will not allow your new company name if it is too close in spelling to an existing company name. But, other states, such as Delaware are more flexible. In Delaware for example, if the name you want to use is already in use, you are permitted to change the spelling by adding or deleting letters to distinguish your company's name from the existing company name.


What is a Delaware registered agent?

All Delaware entities must maintain a registered agent, physically located within the State of Delaware. A registered agent is an individual or entity who is responsible for receiving vital legal documents or summons, government documents and tax documents.   Company structures are complex, so the registered agent ensures that there is a single, legally designated person or entity on public record who can be reached with such documents whenever the need arises.

Delaware registered agents are professionals who accept this role for companies who might wish to incorporate in the state of Delaware. Delaware allows a corporation to maintain a physical address or place of business outside of the state. However, the registered agent of a Delaware corporation must still be reachable at an address inside of the state of Delaware, thus creating the need for Delaware  Registered Agent services.

Delaware registered agent services thus represent an affordable business expense that will typically pay for itself in tax savings alone. Worldwide Incorporator’s LTD provides this service and stands ready to help you reap the benefits of incorporation in Delaware. Contact us today!



Does my LLC need an operating agreement?

Limited Liability Companies offer its members the limitation of legal liability afforded to stockholders of a corporation and LLC members have the freedom to write the guidelines under which the LLC will conduct business.  These guidelines are known as an operating agreement.

A LLC Operating Agreement is an written contract that binds the members to agreed-upon terms regarding how the financial and practical business decisions are made. It is an internal company document that is not filed with the state in which the LLC conducts business. The members are permitted to tailor the operating agreement to the specific requirements of the business. Some of the items covered in an operating agreement include:

- When and where meetings are held

- Duties of members and managers

- Percentage of each member's ownership

- Adding and/or replacing members

If there is a disagreement among members, the signed operating agreement governs how the disagreement is resolved.

Many clients often overlook a formal, written operating agreement. Worldwide Incorporators encourages clients to have an operating agreement in place. There are many good reasons to take this extra step and complete a written operating agreement, least of which is the fact that the bank may require it when opening a business account for your LLC.

For $90, Worldwide Incorporator's clients may purchase a corporate kit that includes a template LLC Operating Agreement, member share certificates, and an embossing seal.   If you need a customized operating agreement, Worldwide Incorporators will provide an attorney referral.


Tips for Filing your Company

The helpful staff at Worldwide speak to callers each day who ask many of the same questions when incorporating their first businesses. We offer the following tips for starting out right!

1. Speak to an attorney or an accountant located in the state in which you plan to transact business. If you are going to sell a product or hire employees, an attorney can provide legal advice regarding the licenses required and an accountant can advise you regarding the structure of the company, e.g. LLC or corporation. 

2. If you plan to go into business with other people, decide which individuals will be included as members of the LLC or shareholders of the corporation.

3. If you decide to incorporate, you and the shareholders will need to decide the number of shares that you want to be authorized to issue and what the par value will be. Shares represent the ownership of the corporation and par value is the dollar amount assigned to each share. Some states allow for zero par value, which means that shares can be acquired in lieu of cash, for example shares may be acquired in return for property instead of cash.

4.  Make sure you have a written LLC Operating Agreement or Bylaws for a corporation. These documents govern how the company is run after it has been formed. Many conflicts can be resolved by referring to the Operating Agreement or Bylaws. Worldwide provides these along with share certificates in the corporate kit. When forming your company, ask about purchasing a corporate kit.


Am I an S Corp?

Clients often ask us about forming an S Corporation when filing a Certificate of Incorporation. The designation "S Corp" actually refers to an IRS tax status. If you prefer that your corporation's income and losses "pass through" to shareholders for federal tax purposes, then you want to apply for S Corporation status by filing form 2553 with the IRS . Remember, "S" status is not automatic and there are strict guidelines and deadlines to obtain such a tax status.

As always, we encourage clients to discuss all tax issues with a tax professional. Corporations must meet specific IRS requirements in order to qualify for S Corporation status, so it is wise to review your options with a tax professional before submitting the proper forms to the IRS.

For more information about S Corp status and to obtain the 2553 application, please see this IRS link:

http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/S-Corporations

 

DISCLAIMER: Information provided above is a brief overview and is not intended as a substitute for professional tax or legal advice.

 


Meet Staff Member Kevin Montgomery

Kevin graduated from Rowan University with a BS in Business Administration and started a career in the mortgage industry. After 3 years of selling home mortgage loans in a rapidly changing marketplace Kevin began looking for a new career in a stable industry.

In 2004, Kevin started in the company formation industry working in the Philadelphia office of CT Corporation specializing in filings in Delaware, Pennsylvania, New York, New Jersey, and West Virginia. At CT he worked with fortune 500 companies filing corporate documents for companies like Kodak, Heinz, Alcoa, and Airgas.  

Kevin left CT and joined Worldwide Incorporators in January, 2012. He brings to us a familiarity of the filing process in all 50 states as well as the experience of working on large filing projects for large law firms and corporations.

In his spare time Kevin enjoys playing disc-golf and likes to brag about that time he went skydiving!!



Meet Staff Member Karen Kegelman


Karen graduated from Franklin & Marshall College and spent several years at Winterthur Museum before making a career change to the legal field.  In 2007, Karen earned a Paralegal Certificate from University of Delaware while working in the field of corporate governance at the Stewart Law Firm in Wilmington, Delaware.  She joined Worldwide Incorporators in 2009 and, thousands of filings later, has become an integral member of our sales and filing team.  Often speaking by telephone or via email daily, Karen enjoys a great rapport with many of our clients located across the country and across the globe.



Meet Our Founder and President

JENNIFER TOSCANO-GOETZ, PRESIDENT, WORLDWIDE INCORPORATORS LTD

After graduating from the University of Delaware with a B.A. in International Relations, Jennifer Goetz began her career in the offshore company formation industry, later transitioning to onshore formation with a focus on Delaware corporate services.
Jennifer founded Worldwide Incorporators LTD in 1998 and has managed the growth and day-to-day operations of the company, including a move to a larger office space in 2006. Jennifer has 20 years experience in the company formation industry and stays current with legislation affecting U.S. corporate services.
As a founding member of the Femfessionals chapter in Philadelphia, she actively supports women in business.  Jennifer resides in Delaware County, PA with her husband and two daughters.