White Papers & Smart Charts

Explore the issues critical to the dynamic management of entities, compliance, and corporate governance confronting your firm and its decision-making processes.

Smart Chart: Statutory Recordkeeping Requirements for Corporations and LLCs by State (6 pages)

When a corporation or limited liability company is granted the right to operate as a state-sanctioned entity, it must comply with a number of obligations, per state law. Among these requirements is the duty to maintain entity records for viewing by the public or other interested parties, like shareholders or members. In each state, the rules vary. Further, in many states, these rules are different depending on the specific entity type.

Depending on where your business was formed, the entity may be required to keep certain records in specific locations. Compliance managers will also want to have a process in place which catalogs who viewed which records and when, so compliance is fully documented. To help sort through the various considerations, we have created this Smart Chart highlighting the state-by-state statutory recordkeeping requirements for corporations and LLCs.

Compliance is best accomplished through preparation and best practices. Our staff of Compliance and Governance experts has published this valuable resource to help you stay on top of your obligations. Learn more and download.

White Paper: Statutory Recordkeeping and Inspection Requirements for Corporations and LLCs (7 pages)

Entity formation is governed by state law, as are the ongoing compliance activities required to keep an entity in good standing with state authorities. Most business owners and advisors are familiar with the most common requirements on entities, such as annual report/fees filing or the maintenance of a registered agent in every state in which you do business. However, some aspects of entity law are not as well-known and a lack of awareness could lead to non-compliance issues.

Almost every state has rules regarding the keeping of entity records and their availability for inspection by interested parties. The failure to follow these rules could result in the loss of good standing to do business in the state and penalties for the entity’s officers. Moreover, the rules vary from state to state, further complicating your compliance efforts. At minimum, your entity should establish a system for handling entity records requests and documenting the resulting interactions.

These non-compliance situations are easily avoidable through preparation and best practices. Our staff of Compliance and Governance experts has published this valuable resource to help you stay on top of your obligations. Learn more and download.

Smart Chart: State-by-State Requirements for Voluntary Withdrawal of Foreign Corporations and LLCs (7 pages)

If a company does business across state lines, it may have to register as a foreign entity outside of its state of formation. Once foreign qualified, the entity is required to make periodic filings and pay state fees. Later, if the business decides to stop doing business in that state, it is not required to notify the state with a filing. However, since the entity is still subject to all of the obligations of an active, qualified business, it is often recommended that the entity withdraw its foreign qualification with state authorities.

The withdrawal requirements vary from state to state, and are different for corporations and LLCs. To help sort through the various considerations, we have created this Smart Chart highlighting the state-by-state statutory requirements for withdrawing foreign corporations and LLCs.

Compliance is best accomplished through preparation and best practices. Our staff of Compliance and Governance experts has published this valuable resource to help you stay on top of your obligations. Learn more and download.

White Paper: What Should a Company Do When It Stops Doing Business in a Foreign State? (5 pages)

In these challenging economic times, businesses must remain nimble to achieve their financial goals. Sometimes, trimming operations can lead to better results. If an entity decides that it must cease operations in some locations to more profitably serve others, then it must also decide how to handle voluntary withdrawal of its foreign qualifications with the authorities in those states.

Generally speaking, an active business is not required to notify a foreign state when it decides to stop doing business there. However, as long as the entity is foreign qualified, it must also file annual reports and pay franchise fees or taxes. An oversight here could lead to costly penalties and interest. Therefore, in many cases, the entity will want to follow the state’s rules for voluntary withdrawal to ensure a minimum of disruption to the business.

These situations are easily avoidable through preparation and compliance best practices. Our staff of Compliance and Governance experts has published this valuable resource to help you stay on top of your obligations. Learn more and download.

Entity Annual Report Due Dates by State (10 pages)

When a business registers as a formal entity with state authorities, the entity is obligated to file periodic information reports in order to maintain its “good standing” status in the state. The contents of these reports are dictated by law and are usually submitted annually, though each state has its own rules for the entities it oversees. Failure to comply with these Annual Report requirements can lead to penalties for the business and its owners.

Complying with the rules can be tricky. Not only do the filing requirements differ from state to state, the due dates and frequency of filings can be different for entities within the same state. To help sort through the maze of deadlines, we have created this Smart Chart highlighting the statutory due dates for five popular entity types.

Non-compliance is easily avoidable through preparation and best practices. So our staff of Compliance and Governance experts has published this valuable resource so you can stay on top of your obligations. Learn more and download.

The State Annual Report Filing Requirement (6 pages)

Wherever they are registered do business, statutory business entities generally are required to file periodic information reports with state government officials. These reports are important for stable business activity—state officials and the public need to know the latest information about the businesses conducting operations within their borders. People need to be able to locate and communicate with the officers in charge of these entities, and the annual reporting requirement ensures a predictable process for engaging a state's entities.

In many states, this filing obligation is required every year (an Annual Report). But not every state mandates an annual filing for every entity type, and the due dates vary as well. Still, all of the states will impose penalties for non-compliance with the annual reporting laws. Failure to file can lead to a business losing its “good standing” status with the entity filing office, endangering its ability to conduct business affairs in the state and exposing its owners to unlimited liability.

These situations are easily avoidable through preparation and compliance best practices. So our staff of Compliance and Governance experts has published this valuable resource so you can stay on top of your obligations. Learn more and download.

Entity Annual Report Information Chart by State LLC/Corporation

Does your state send you notification of when to file your Annual Report or Franchise Tax Report? What are the fees you need to submit? You already have a demanding workload and managing your annual reports can be a time-consuming and complex task. It pays to be proactive regarding changing state filing requirements, including which states offer the option to e-file.

The two charts available below offer a quick identification of Annual Report Filing Requirements by:

• Jurisdiction
• Documents to be filed
• With whom filed
• Filing fees
• If the state sends out a “notice to file.”

 

While static charts are great to use as a reference tool, keep in mind that the ideal solution is a proactive and collaborative compliance calendar and supporting team of compliance-savvy professionals. Learn more about our Annual Report Filing Services.

Download our reference charts here.

The Delaware LLC, LP and LLP Laws Handbook

There are no federal laws governing the formation and internal operations of U.S. limited liability companies (LLCs), limited partnerships (LPs) and limited liability partnerships (LLPs). Instead, each of the 50 states and the District of Columbia establishes its own laws for foreign and domestic entities operating within its borders. Despite all of the available choices, the small state of Delaware continues to be one of the leading states for entity formation. An overwhelming number of businesses of all sizes, from large to small, choose Delaware for some very important reasons.

When an entity chooses its formation state, it is also choosing the laws and the legal environment under which the company will operate. Delaware is known for its leading-edge entity law, its highly regarded court system and body of case law, and its highly efficient entity filing office. This Handbook explores these issues, as well as the specifics of Delaware LLC, LP and LLP laws and how they may be applied in certain situations.

Delaware law is regularly updated so it can adapt to ever-changing business circumstances. So our staff of Compliance and Governance experts has created this valuable resource so you can stay on top of the latest changes. Learn more and download

The Delaware General Corporation Law Handbook

There is no federal law governing the formation and internal operations of U.S. corporations. Instead, each of the 50 states and the District of Columbia establishes its own laws for foreign and domestic entities operating within its borders. Of all the available choices, why is one of the smallest states in the country—Delaware—one of the leading states for incorporation? An overwhelming number of businesses of all sizes, from large to small, choose Delaware for some very important reasons.

When an entity chooses its formation state, it is also choosing the laws and the legal environment under which the company will operate. Delaware is known for its leading-edge general corporation law, its highly regarded court system and body of case law, and its highly efficient entity filing office. This Handbook explores these issues, as well as the specifics of Delaware corporation law and how it may be applied in certain situations.

Delaware law is regularly updated so it can adapt to ever-changing business circumstances. So our staff of Compliance and Governance experts has created this valuable new resource so you can stay on top of the latest changes. Learn more and download

Ten Questions: Align Your State Filings

State business entity statutes require filings to be made to effect formations, qualifications, mergers, and other transactions. Authorities will reject filings that do not comply with statutory and administrative requirements. This 2-page summary offers ten questions to ask before you file. Asking and answering the right questions is the best way to ensure compliance success. Learn more and download

Gain Control: Choosing An Administrative Compliance System

A sound entity management practice is the most effect way in which to reduce corporate compliance risk. Your end goal should be a secure and organized system—one that can alert you prior to an adverse event taking place. This 2-page summary provides you with tips for entity management excellence. Learn more and download

What Constitutes Doing Business Treatise (348 pages)

The corporation laws of every state require foreign corporations doing business in the state to qualify, but no law contains a comprehensive definition of the term “doing business.” What constitutes doing business within the meaning of qualification requirements is the question which this eBook attempts to answer.

The statutes of most states list certain activities in which a corporation may engage without qualifying. Some states also define activities which will require qualification. These statutory provisions are reproduced in this eBook and should be examined before a decision is reached as to whether or not qualification is required. In addition to what constitutes doing business within the United States, this book contains chapters on doing business in Canada, Guam, Puerto Rica and the Virgin Islands.

To summarize this 384-page resource in a few sentences is impossible. Every two years, our staff of Compliance and Governance experts updates and publishes this valuable resource.

We’re pleased to offer you our 2012 edition: What Constitutes Doing Business.

Specific “Doing Business” Activities that Affect the Foreign Qualification Requirement

A corporation may jeopardize its ability to gain full access to the courts of a state (other than its state of incorporation) if it is found to be “doing business” in a foreign state without having qualified to do so. In order to ensure the full protection of state courts, it’s critical for management and their corporate legal counsel to understand and carefully analyze a company’s specific activities in each state in which it conducts business.

This eleven-page White Paper provides an overview of specific activities that should be considered when determining if qualification is necessary. Learn more and download.

What Constitutes “Doing Business” for a Foreign Corporation

If your corporation transacts business in a state or states other than your state of incorporation, you may need to register your business in those states. This process is called foreign qualification. Qualifying to do business in every state where your corporation has business activities can be an expensive and laborious task. But the consequences of not qualifying in state where a foreign corporation meets the definition of “doing intrastate business” can be even more costly—both monetarily and in terms of lost protection.

The challenge for corporations operating in multiple states is there is no comprehensive definition of “doing business,” and each state has its own laws governing when it is necessary to qualify and what is required to do so.

This six-page White Paper provides a high-level overview of what constitutes “doing business” for a foreign corporation. Learn more and download.

Registered Agent: Make A Winning Choice

The right Registered Agent can and should perform an integral and vital role in assisting with your regulatory compliance. This 2-page article details how your Registered Agent can help you avoid default judgments around your litigation notice, manage your required State business filings and licenses, and provide necessary updates and news that may impact your ability to conduct business. CT Corporation is ready to assist you in all these regards. Learn more and download

The Consequences of Failing to Comply with the Registered Agent Requirement

Business entities and their owners face serious consequences for failure to comply with the registered agent requirements set forth in state corporation and LLC laws. Failure to comply can lead to:

• Administrative dissolution in the home state
• Administrative revocation of the right to do business in a foreign state
• Increased vulnerability to default judgments

This seven-page White Paper, brought to you by our staff of Compliance and Governance experts, includes recent case summaries illustrating the downside of non-compliance, with companies incurring default judgments and increased liability for costs. Learn more and download.

The Risks of Using an Individual as Your Registered Agent

Nearly every corporation, limited liability company (LLC) and limited partnership (LP) is required to appoint and continuously maintain a registered agent in its state of formation and in every state in which it is qualified to do business as a foreign entity. Selecting a registered agent is an important decision. If the registered agent fails to perform properly, it can have serious negative consequences for the business entity.

This seven-page White Paper, brought to you by our staff of Compliance and Governance experts, provides an overview of the risks involved with appointing individual registered agents and illustrates these risks through a series of recent case summaries that have lead to default judgments. Learn more and download.

BONUS Client Care Template
Registered Agent Selection Guide

This convenient tool is designed to highlight the role of the registered agent, compare the differences between an Individual and Corporate Registered Agent, and serve as a record of your discussion with your client. Learn more and download.

Navigating Compliance Waters: Creating a Best Practice Part Two of a Two-Part Article

Any corporate entity status other than “good standing” indicates a compliance problem. Avoid the many serious consequences of non-compliance, including fines, penalties and possible difficulties in securing capital by creating a best practice around the area of annual report filings and general compliance.

This article offers seven tips to help you proactively create a compliance best practice and head off status problems before they occur. Learn more and download

Compliance Update: 2012 Amendments to Delaware’s Business Entity Laws

Every year, Delaware reviews and updates its business entity laws. It’s imperative that business management and counsel for the nearly one million active Delaware corporations, limited liability corporations (LLCs), limited partnerships (LPs), and limited liability partnerships (LLPs) keep abreast of these amendments. Although some of the changes may seem to be minor, they could have a major impact on the filing processes and procedures that must be followed in Delaware. Failing to comply with a seemingly “minor” change could result in rejections, delays and higher costs.

This six-page White Paper, brought to you by our staff of Compliance and Governance experts, provides a summary of the 2012 amendments, most of which go into effect on August 1, 2012 and deal with filing requirements. Learn more and download.

BONUS Checklist
Compliance Checklist for 2012 Delaware Business Entity Law Amendments

Designed to be printed and used as a reference document, this convenient three-page resource provides a breakdown of Delaware’s 2012 business entity law amendments and the actions you may need to take to stay in compliance. Learn more and download.

Corporate Compliance: The Penalties of Falling Out of Good Standing Part One of a Two-Part Article

The filing of an annual report is an essential state requirement that must be submitted in every state in which you conduct business.

Those state requirements – including fees and filing dates – vary widely. If you miss the filing dates, the consequences, both legal and financial, can be sobering.

This article outlines what adverse entity status means and how it can damage your ability to do business. Learn more and download

Litigation Process: When Good SOP Goes Bad

Litigation involves a strict timetable of events. It is therefore important that your company efficiently manage all your legal notices and documents to ensure a timely and accurate response.

This White Paper, authored by Sandra Feldman, Esq., Precedent Department, CT Corporation, cites several cases in the heavily sued insurance industry that illustrate the importance of having a reliable registered agent and service of process (SOP) methodology. The key point illustrated is that creating a best practice around SOP can help you avoid a default judgment. Learn more and download

Evaluate Your Litigation Workflow: Five Key Questions

Is your current system for receiving litigation notice open to failure?

A result of a mishandled litigation notice/service of process can be a default judgment. Here are Five Key Questions that will help you evaluate your legal process workflow. Learn more and download

UK REITs: Open the Tin and Check the Contents

In our new series, “Industry Insider,” we provide commissioned articles by industry stalwarts.

As the eyes of the world shift to London for the Summer Olympics, should we also look for REIT opportunities? Author and advisor, Guy Fraser-Sampson, tells us why we need to fully understand the UK REIT structure first. Learn more and download

The Corporation Handbook—A Comprehensive Look at the Corporation for Business Owners and Legal Professionals

Deciphering the multifaceted web of substantive and procedural laws surrounding business organizations is a complex and involved process. Law schools typically offer several courses covering different aspects of business organization law.

This 120-page comprehensive handbook is designed to help the reader navigate the complex laws and rules corporations are subject to and covers the following topics:

• The nature of corporations
• How corporations are organized
• What must be done to keep a corporation in good standing
• How to raise capital to finance a corporation's operations
• The various means by which a corporation's existence ends

 

Learn more and download

The Limited Liability Handbook—A Comprehensive Look at the LLC for Business Owners and Legal Professionals

A limited liability company, or LLC, is a statutory entity that is neither a partnership nor a corporation—rather it is a "hybrid" entity created to provide the liability benefits of a corporation with the tax benefits of a partnership. Today, there are more LLCs being formed and registered each year than corporations. With this in mind, we created a 64-page comprehensive handbook to help business professionals better understand the limited liability company and the LLC statutes. The handbook covers the following topics:

• The nature of limited liability companies
• How limited liability companies are formed
• What must be done to keep an LLC in good standing
• The various means by which an LLC's existence ends
• Foreign limited liability companies

 

Learn more and download

Ten Questions You Must Ask When Making State Business Entity Filings

Successfully completing the public record filings of business entity transactions for corporations and LLCs requires knowing what to file, where to file, how to file, when to file, and more. Navigating this process can be complex and daunting if you are not prepared. Whether you are effecting a formation, qualification, name change, merger, dissolution, or other transaction—each filing has its own set of rules and requirements—these requirements are not always clear and are constantly changing. Using the wrong form leads to filing rejections and can have serious, negative consequences including transaction delays, unanticipated tax or reporting requirements, and even monetary penalties.

This eight-page White Paper includes a number of recent case citations illustrating the problems filing errors can cause, while simultaneously providing an overview of the ten important questions that should be asked to help ensure compliance and a successful filing experience. Learn more and download.

BONUS Checklist

• State Business Entity Filings Checklist

 

Designed to be printed and used as a reference document, this convenient four-page State Business Entity Filings Checklist walks you through the various issues that need to be considered when completing business entity filings . Learn more and download.

Administrative Dissolution and Reinstatement of Business Entities

Administrative dissolution is the process by which the state administrator overseeing business entities takes away the rights, powers and authority of a corporation, LLC or other business entity, due to the entity's failure to comply with certain obligations of the business entity statutes. While dissolved, a company's actions may be considered void or voidable, and a company can no longer bring lawsuits or legal proceedings. Further, administrative dissolution opens up the owners to unlimited liability because the limited liability protections disappear when the entity is dissolved by the state. Administrative reinstatement is a costly and complicated process, with no guarantees the company can be made completely whole again.

This White Paper includes a number of recent case citations involving entity dissolution and reinstatement, and as well as highlighting important aspects of managing the dissolution process and reinstatement. Learn more and download.

BONUS Client Care Letter Template:

• Warn Clients of the Risks of Administrative Dissolution

 

Administrative dissolution is one of the more disruptive things that can happen to a business entity and should be avoided at all costs. This helpful tool is designed to remind business entity clients of pending deadlines and actions they must take to remain in good standing within the state(s) in which they conduct business. Learn more and download.

Selecting and Protecting a Business Entity's Legal Name

Naming a company is one of the first and most important decisions a business entity's owners or managers make. Selecting an appropriate name may be one of the factors determining success or failure. It's important to choose a name that's memorable, stands apart from the crowd and describes your business. But there are also various laws to comply with and steps to complete in order to protect your company's legal name, including: knowing which words are required, and which are prohibited; the guidelines for name reservation and filing; and the impact trademark laws have on name selection and protection.

This eight-page White Paper provides a detailed overview of the legal name selection process and the steps that need to be taken to ensure your legal name is protected. Learn more and download.

BONUS Smart Chart:

• State-by-State Entity Naming Requirements for Corporations and LLCs

 

Designed to be printed and used as a reference document, this comprehensive 14-page Entity Naming Requirements Chart provides a state-by-state overview of the required and prohibited words for corporations and LLCs, the name reservation period, and name transferability guidelines. Learn more and download.

Planning and Completing the Public Records Filings for a Merger

A “statutory merger” is the legal combination of two or more business entities into a new legal entity. Whether you are completing a statutory merger involving Fortune 500 corporations or a merger that involves smaller business entities, successfully navigating the merger can involve a staggering number of details. Failure to file a required document or missing a step in the statutory merger process can have serious consequences and lead to: delay of the effective date of the merger, loss of naming rights, penalties for doing business without authority, and additional tax liabilities. This eight-page White Paper provides a detailed overview of the statutory merger process and the steps that can be taken to can help avoid these consequences. Learn more and download.

BONUS Checklist:

• Merger Filings Checklist

 

Designed to be printed and used as a reference document, this convenient three-page Merger Filings Checklist provides a step-by-step overview of the actions that need to be taken to plan for the merger, file the merger documents, and clean-up post-merger. Learn more and download.

What Constitutes Valid Service of Process?

Service of Process is broadly defined to include any legal proceeding, legal notice or official government communication presented to a business entity while it is within the jurisdiction of a state. There are many complexities inherent in Service of Process laws that need to be understood in order to protect a client’s Constitutional rights. This 8-page white paper provides a 101 overview of Service of Process laws and covers many important aspects including content of the summons, who may serve the summons and methods of delivery.  Learn more and download.

BONUS Smart Chart:

• Valid Forms of Service of Process on Business Entities by Jurisdiction

 

Designed to be printed and used as a reference document, this convenient 2-page chart provides a state-by-state overview of the valid forms of Service of Process on Business Entities.  Learn more and download.

Foreign Qualification: A Key Compliance Requirement of State Business Entity Laws

If you plan to conduct business in a state other than the particular state where your company was formed, you may be required to file for a Foreign Qualification, or obtain authority in each state where you want to do business. There are many facets of Foreign Qualification that need to be understood in order to remain in compliance with ongoing state requirements. This white paper provides an in-depth look at Foreign Qualification, and helps demystify the process. Learn more and download.

BONUS Smart Charts:

• LLC Activities That Do Not Trigger State Foreign Qualification Requirements
• Corporation Activities That Do Not Trigger State Foreign Qualification Requirements

 

Designed to be printed and used as reference documents, these charts outline business entity activities that do not trigger state Foreign Qualification requirements. Learn more and download.

Corporate Business Compliance: More risk, less time, higher stakes. How are you coping? First in a series of three.

Are you risking a forced business shut-down or losing name rights? Increased government and business pressures are making compliance risk management harder for governance and compliance professionals. Learn more and download.

Due Diligence Assessment: New benchmarks for corporate business compliance Second in a series of three.

Second in a series on reducing corporate business compliance risk, this white paper demonstrates the dramatic impact a systemic compliance management approach can have on efficiency and risk mitigation. A case example shows how you can safeguard your organization from today’s compliance risks. Learn more and download.

To choose the right entity management platform, zero in on the essential elements Third in a series of three.

Good entity management is proven to be the most effective way to reduce corporate business compliance failures. Find out how to be sure that you get the essential features for success. Learn more and download.

“GOOD STANDING” — It's Essential For Every Business Doing Business

If monitoring the status of your business entities isn't on your checklist of “essentials for doing business,” you run the risk of losing access to financing, to the courts, or even your company name. Learn more and download.

Ten Steps To More Efficient Business Compliance for Small and Medium Sized Businesses

Find out what are the most common pitfalls for falling out of compliance. Then learn how you can adopt best practices to stay ahead of the game. Learn more and download.

Good Entity Management: A Primary Strategy for Reducing Corporate Business Compliance Risk

In an informal survey, most corporate secretaries admit that they can spend only about 15% of their day on entity management and business compliance. However, improperly managed corporate compliance can expose a business to a high level of risk that is disproportionate to this level of effort. Learn more and download.

Entity Management 101
A comprehensive overview for managing multiple entities across multiple jurisdictions, with statistics and trends key to successful entity management compliance. Learn more and download.

Your Registered Agent: Compliance Partner and First Line of Defense Against Risk
An exploration of the role registered agents play in protecting your company against the many risks of non-compliance, with useful tips for becoming an informed purchaser of commercial registered agent services. Learn more and download.

Fines, Risk, and Ruin: The Costs of Business License Mismanagement–and How to Avoid Them
Business licenses, permits, and tax registrations are only as good as their expiration dates. Implementing a effective compliance program is essential. Here's how. Learn more and download.

Assessing the Legislative Reform Agenda
A distinguished panel of experts reviews three of the leading regulations in the financial reform act of 2010 against the backdrop of Delaware corporate law. Learn more and download.

Hidden Costs and Pitfalls–What Attorneys Must Know About Acting as Registered Agents for Their Legal Clients
Attorneys acting as registered agents for their clients face risks and potential costs that they may be unaware of. Learn what they are and how they can be mitigated and managed. Learn more and download.