How to Get an Apostille (or Certificate of Authentication) for your USA Corporation or LLC Documents

Friday, January 27th, 2017

History: 

An Apostille is a certification from a US Federal or State government that allows a document from that office to be accepted in any of the countries that have signed the Apostille Convention adopted on October 5th, 1961. In the United States this typically is the Secretary of State in each US state or the US Department of State (for Federal Documents).

Purpose: 

Many of our international clients who form a company in the USA may also need an an Apostille or “Certificate of Authentication” (for countries that did not participate in the Apostille Convention). This is because their home country may need to verify that the documents filed in the USA are legitimate. Many times this is so they can open a bank account or meet other business or licensing requirements in their country.

Procedure:

First, you need to have filed the original business formation document (Articles of Incorporation or Articles of Organization to create the Corporation or LLC), then you need to have that document reviewed and “stamped” with the Apostille certification as well as provide the correct filing fee (and additional expedite fee if you are in a hurry). Typically this is done in the same office of the Secretary of State where you file the business formation document. The person responsible for approving the Apostille will then review and stamp the documents and return them to you via mail or courier.

Tips:

It’s best you submit your original formation documents and Apostille request at the same time so you can save some “back and forth” time between filing departments or have to wait for the formation documents to return (only to send them right back to the same place). Otherwise, you can simply send the documents in to receive the stamp (make sure to include pre-paid envelopes or courier airbills to prevent your documents from being misplaced).

Note that MyNewCompany.com, Inc. can obtain your Apostille or Certificate of Authentication in any US state starting at $35 plus state fees.

 

 

 

 

Introducing the Startup Wizard

Wednesday, January 18th, 2017

MyNewCompany.com would like to introduce our newest exclusive product: The Startup Wizard. The Startup Wizard is like a startup checklist on steroids and is personalized to your specific business entity type and state.

We used to provide our clients with a state-specific checklist in PDF format that shows them all of the “post-formation” tasks they need to complete after we formed their company. This includes tasks like opening a bank account, getting a business license or setting up your accounting system. With the Startup Wizard, we now have a custom web-based checklist that is personalized for your state and entity type.

What this means is that, for example, if you needed to file an Initial List for your Nevada Corporation, our checklist would provide the specific instructions to do that as well as many other important startup tasks.

 

Features:

  • Included FREE with every business formation.
  • Covers steps such as getting a business license or resale permit.
  • Simple instructions for holding an Organizational Meeting, adopting Bylaws or Operating Agreements and Issuing Stock or Member Certificates.
  • Progress Tracking (0 to 100%) as you complete each step.
  • Weekly Automatic Email Reminder with attached PDF summary of remaining steps. Unsubscribe anytime.
  • Downloadable as a PDF file if you prefer to print or view/save elsewhere.
  • Multiple companies? You get a Startup Wizard for each one so you can track them separately.

Benefits:

  • Don’t spend hours learning these critical steps, let the Startup Wizard guide you step-by-step.
  • Save hundreds of dollars in time saved by having a simple checklist of things other services would charge you for.
  • Properly set-up your new company without having to learn complex legal forms or procedures.
  • Prevent costly mistakes or errors in the set-up of your company that could cause problems in the future (perhaps allowing lawyers to pierce your “Corporate Veil” and expose personal assets).
  • If you utilize our service for your clients you can give them personalized guidance using the Startup Wizard.
  • Peace of mind that you’ve set-up your company properly the first time.

We hope you like the Startup Wizard and let us know any feedback – thanks!

Urgent Alert for Nevada Corporations

Tuesday, June 23rd, 2015

Urgent Alert for Clients with Nevada Corporations: Additional State Fees Effective July 1st

Dear Clients,

MyNewCompany.com, Inc. has been notified by the Nevada Secretary of State of two fee increases that were recently jammed through the legislature and signed by our Governor via Senate Bill 483 (we’ve only been notified within the past few weeks and it wasn’t clear until a few days ago when the fees would be effective). Those additional fees have been verified and are as follows:

  • The “State Business License” (which is being renamed to the “State Business Registration”) is being raised from $200/year to $500/year effective July 1st for Nevada Corporation’s only – LLC’s and other entities are not affected and will continue to pay the $200/year fee.
  • The “Annual List” which is due every year at the same time is being raised from $125/year to $150/year.

This means that basically it will now cost $650/year plus any Registered Agent fees (our fees are $99/year and guaranteed not to raise) to maintain your Nevada Corporation. I can assure you we and the Nevada Registered Agents Association are as angry about this as our clients. This is probably going to decimate our Nevada business so we’ve come up with the following options for our clients’ that do not want to pay that fee; please remember that time is of the essence and feel free to email or call us about any of the options mentioned below.

We apologize on behalf of the shortsightedness of our Governor and Legislature and hope one of the following 6 options will be beneficial to your company.

Thanks,
Matt Knee
Founder/President
MyNewCompany.com, Inc.

==========

Option 1: Not using the Company?  File a Dissolution

 

Option 2: Want to remain a Nevada entity but don’t want to pay that fee? Form a New Nevada LLC while Dissolving your current Nevada Corporation.

Important Details:

  • Both the Articles of Organization for the new LLC and the Articles of Dissolution to close the Nevada Corporation must be submitted together to release the Corporation’s name for use as your new LLC name.  Please place both orders at the same time.
  • The state fees start at $175 and the process takes about 10 – 12 Business Days.  Additional services and options and faster filing can be added when ordering.

Pros:

  • Easier than filing a Conversion or Domestication (Discussed Below)
  • Yearly State Maintenance Fees are $350 instead of $650 per year.

Cons:

  • You’ll receive a new State File Date and Effective Date
  • New FEIN (Federal Tax ID) will be required

 

Option 3: File a New Company in your Home State, then Dissolve your Nevada Corporation.

Important Details:

  • The Nevada State Fee for the Dissolution is $100 and the process takes about 10 – 12 Business Days.  Additional options and faster filing can be added when ordering.
  • The State Fees and turnaround time for the company formation depends on your home state.  Fees, packages and options are available on the Online Price Quote

Pros:

  • You can act as your own Registered Agent in your Home State
  • You’ll only have to deal with and pay fees to your Home State.

Cons:

  • You’ll receive a new State File Date and Effective Date
  • You will need a new FEIN (Federal Tax ID)

 

Option 4: Conversion from a Corporation to an LLC in Nevada (Get a quote here)

Important Details:

  • The state fees start at $425 and the process takes about 10 – 12 Business Days.  Additional options for faster filing will be provided with your quote.

Pros:

  • Your FEIN (Federal Tax ID) stays the same.
  • Your State File Date and State Filing Number will stay the same.
  • The State Business License yearly due date does not change, you’ll just pay $200 instead of $500
  • No separate Dissolution is required to close the Nevada Corporation

Cons:

  • A “Plan of Conversion” must be drafted by your attorney and adopted before the Conversion process starts.
  • Your attorney or tax advisor will need to draft a new LLC Operating Agreement to replace your Corporation ByLaws to be adopted when the Conversion has been filed.

 

Option 5: Domesticate (Move) your Corporation from Nevada to Wyoming (Get a quote here)

Important Details:

  • The state fees start at $432 and the process takes about 8 – 10 Business Days.

Pros:

  • More affordable than keeping your Nevada Corporation: State yearly fees are $50 instead of  the $650 per year in Nevada.
  • You keep your FEIN, File Date and company history.

Cons:

  • A “Plan of Domestication” must be drafted by your attorney and adopted before the Domestication process starts.
  • Your attorney or tax advisor will need to draft revisions to your ByLaws to be adopted when the Domestication has been filed.

 

Option 6: Domesticate (Move) your Corporation to your Home State (Get a quote here)

Important Details:

  • The fees and turnaround time depends on your Home State.
  • A detailed fee breakdown and time estimate will be provided with your Custom Quote

Pros:

  • Usually more affordable than keeping your Nevada Corporation: Most states’ yearly fees are lower than the $650 required in Nevada.
  • You keep your FEIN, File Date and company history.

Cons:

  • A “Plan of Domestication” must be drafted by your attorney and adopted before the Domestication process starts.
  • Your attorney or tax advisor will need to draft revisions to your ByLaws to be adopted when the Domestication has been filed.

 

How to Organize Your Corporation or LLC Minute Book

Wednesday, February 25th, 2015

Maintaining corporate or LLC compliance is an essential function that begins with being organized. Ultimately, it’s a job that starts with you, your company’s owner, secretary or shareholders—and it doesn’t have to be difficult or complicated.

One compliance task you can easily manage without having to meet a deadline or pay a fee is getting your company minute book up-to-date. Your company minute book is where you keep all your company’s important paperwork such as your state filing documents and company meeting minutes. As you update certain documents such as stock ledgers (if you own a corporation) or the member ledger for your LLC, you will want to make sure to place the updated copies in your minute book to keep it current. You will also want to keep your minute book handy for inspection at all times (for shareholders, members, investors or even the IRS or state taxation agencies).

If you are organizing a corporation minute book, start out by making sure that you have your original Articles of Incorporation from your state of formation. You will also need the Corporate Bylaws that you adopted during your organizational meeting, and the organizational minutes from that meeting. In addition to your organizational meeting minutes, you will need copies of minutes taken at all meetings including annual meetings and corporate board meetings. For reference to company ownership, your corporation minute book should also contain a stock ledger that shows percentages issued, dates of issue and any transfers of ownership or stock.

An LLC minute book will need to hold the Articles of Organization from your state of formation and the LLC Operating Agreement that was set forth by the LLC members during your organizational meeting. Place both documents in your LLC minute book along with the organizational meeting minutes. You will also need copies of all meeting minutes such as those recorded at annual meetings and any special meetings that were held to discuss company changes. Don’t forget to include a current LLC member ledger that tracks ownership of the company, including the percentage owned by each member.

MyNewCompany.com provides an easy solution to keeping a compliant minute book with a complete corporate kit or LLC kit including a 3-ring binder embossed with the company name, index tabs, sample stock or membership certificates, a corporate or LLC seal with your engraved company name and more. If you are just starting out or have an existing corporation or LLC in need of a perfectly organized minute book, MyNewCompany.com can order a corporate or LLC kit for you today.

Still worried about getting your other compliance tasks done? Consider ComplianceLock™ the peace-of-mind service that 1) sends email and text alerts (SMS) for important compliance due dates, 2) generates meeting minutes/consents with one click 3) monitors the status of your company and 4) securely stores your personal and corporate documents “in the cloud” for safekeeping and instant retrieval when you need them. It’s 4 products in 1 for total entity protection – one full year is easily less than one hour of attorney advice!

How to Keep Your Corporation or LLC Compliant

Friday, December 19th, 2014

Maintaining corporate compliance is an important task that you as a small business owner can accomplish by simply staying organized and keeping current with recurring tasks such as holding annual meetings and paying your taxes. Most companies are in fact required by law to fulfill certain tasks on a regular basis and company owners can encounter costly fees, loss of personal liability protection and even company dissolution as the result of losing good standing status.

You can easily maintain your company’s good standing status by starting with the up-to-date organization of your Corporate or LLC Minute Book. Your Corporate Minute Book should hold your Articles of Incorporation, Corporate Bylaws, the corporation minutes from your first Organizational Meeting, the stock ledger that tracks who owns which percentage of the company and copies of all Annual Meeting minutes or Special Meeting minutes documenting all major company decisions.

For LLC compliance, your LLC Minute Book should hold your Articles of Organization, LLC Operating Agreement, the board meeting minutes from your Organizational Meeting, the member ledger tracking ownership of the company and copies of all Annual Meeting minutes and Special Meeting minutes documenting all major company decisions. Keep your current Corporate or LLC Minute Book handy at all times for inspection by the IRS, legal professionals and potential investors or buyers of your company.

To maintain corporate and LLC compliance you will also want to familiarize yourself with all the dates that your compliance tasks must be completed. At minimum your company will probably need to file an Annual Report or other required state filing, pay all federal, state and local taxes and schedule and keep minutes of an Annual Meeting each year.

Annual Meetings are typically required under state law and serve several purposes including providing written records of company decisions, keeping stakeholders up-to-date on company happenings to ensure the safety of their investment and preventing potential problems in the future by getting a written agreement now. Some institutions such as government entities and banks even require documented proof that an Annual Meeting was held before they will do business with a company. To that effect, all meetings should be properly documented.

Does compliance still seem complicated? Not to worry. MyNewCompany.com offers ComplianceLock™ – a service designed for your total entity protection. With ComplianceLock you will get email and SMS text message alerts informing you ahead of time of important compliance due dates, you can generate meeting minutes, consents and corporate resolutions with just one click and your company will be consistently monitored throughout the year to avoid any pitfalls or setbacks.

Get instant access to ComplianceLock™ right now and put your company’s compliance on auto-pilot!

How to Mess Up Your LLC Formation

Friday, August 2nd, 2013

Our main business is forming LLC’s and Corporations so we’ve seen how an LLC formation can go wrong in many ways.

Here are a few we’ve encountered (and sometimes had to clean up either from people or our competitor’s clients):

  • I filed it myself! – I think the Do-It-Yourself mentality is crucial for a startup with limited resources. However, I think the legal filing that actually creates your company and potentially protects your personal assets (houses, cars, bank accounts, etc.) is an area you might consider going with a pro. Sure, it’s pretty easy to file an LLC in many states, but this is only one step, there are crucial steps you need to follow after the filing that fully form your LLC. In our experience, these after-formation tasks rarely get done.
  • No Operating Agreement! – OK so you’ve filed your LLC and you’re done right? Most people think so – until the IRS or a process server with a lawsuit shows up. The Operating Agreement is the core document of your company that details things like the ownership percentage of each owner, the operating rules, how profits are handled, how disagreements are dealt with, liability protection clauses, etc. Even worse, you might have a blank Operating Agreement sitting around in an Minute Book or on a hard drive – which is pretty much useless.
  • Didn’t Hold an Organizational Meeting – Even if you have an Operating Agreement, did you hold an Organizational Meeting to determine ownership percentage, how much cash/property you’re putting into the business? You should hold this meeting which will complete the details of your Operating Agreement, then give each member (owner) a signed copy.
  • Making the S-Corporation Election – Having your LLC taxed as an S-Corporation certainly has some advantages in the right circumstance, but filing this election (using form 8832) can change how your LLC is run and managed dramatically. For instance, you will probably have to do payroll for yourself (and other members) once the election is made which is complicated and burdensome for a small LLC with limited resources – say hello to monthly deposits, quarterly taxes (both Federal and State).
  • Selected Wrong Type of Entity on IRS Employer Identification Number Application – Related to the point above, picking the wrong entity type on your FEIN (which determines which tax forms you will use) is not an un-fixable mistake but we see this happening all the time and is something better done right the first time.

How to Prevent These Problems:

  • Use a professional LLC formation service like ours or an attorney if you feel that you need legal advice.
  • Make sure you get a personalized Operating Agreement with your LLC formation (we provide this, in editable digital format as well).
  • Make sure to hold that Organizational Meeting! We give you step-by-step instructions and personalized documents “ready for signature”.
  • Consider talking to a tax advisor before filing your S-Corporation Election.
  • Make sure after doing the above, that you select the right type of entity when applying for you EIN (1 member = disregarded entity, 2 or more members = partnership, etc.)

Any other issues we should be aware of? Let us know in the comments!

How to Hold an Annual Shareholders and Directors Meeting

Thursday, May 27th, 2010

A corporation is required hold an Annual Shareholders and Directors meeting, also known as the Annual Meeting, each year on the date determined in the corporation’s Corporate Bylaws. The purpose of the Annual Meeting is to elect or re-elect Directors for the next year and to discuss any business affecting shareholders and the direction of the company. Corporations are required by state law to hold an Annual Meeting and distribute meeting minutes to all Directors and Shareholders.

Holding an Annual Meeting is an important procedure you must complete to ensure that your company maintains corporate compliance. Without proper compliance, a company puts itself at risk of losing its “good standing” status and may not be allowed to legally continue operations. By documenting company decisions in the meeting minutes, your corporation is essentially shielding itself against potential disputes, audits or lawsuits. Also, the meeting minutes keep your investors apprised of their venture and provide a written summary of business activities for reference purposes, both internally and for outside sources such as financial institutions and government entities.

If your corporation is small or even a 1-person company, the most common way to conduct your Annual Meeting is to hold a “Paper Meeting.” You can begin a Paper Meeting by having the Directors and Shareholders sign a “Waiver of Notice” to avoid sending a written notification of the meeting. Generally, small business are operated with ongoing communication between Directors and Shareholders so they are all on the same page about the direction of the company at the time of the Annual Meeting. If this describes your business, all you need to do is complete your meeting minutes, print a copy of the minutes and distribute them to your Directors and Shareholders. Then, once the minutes have been approved, simply place them in your Corporate Minute Book and your Annual Meeting has officially been completed.

Larger companies may choose to hold a real meeting in which Directors and Shareholders attend in-person or participate by conference call. A real meeting will require you to send out notices of the meeting and also, to modify the meeting minutes according to what is discussed and decided during the meeting. Prior to the meeting, you will need to distribute, along with the meeting notice, the following to your Directors and Shareholders: copies of any proposed resolutions, company reports, background materials and minutes of the previous Annual Meeting (if your company was in business during the prior year). At the meeting itself, the company secretary will record attendance, count votes during important procedures such as electing or re-electing Directors for the next year, and take notes of every meeting activity. Once the meeting has been concluded, the secretary will then formally document all activities in the meeting minutes and distribute copies to all Directors and Shareholders. The signed original copy of the meeting minutes will be placed in your Corporate Minute Book and your Annual Meeting will be done.

No matter which version of the Annual Meeting is right for your company, it is crucial that you hold your Annual Meeting every year to stay compliant and keep your Directors and Shareholders up-to-date on any and all decisions affecting the company.

Though these tasks can be difficult, our ComplianceLock™ Service automates corporate and LLC meeting minutes in one click! ComplianceLock™ is the peace-of-mind service that 1) sends email and text alerts (SMS) for important compliance due dates, 2) generates meeting minutes/consents with one click and 3) monitors the status of your company. It’s 3 products in 1 for total entity protection – all for less than one hour of attorney advice!

How to Hold a Corporate Board Meeting

Thursday, May 20th, 2010

There might be times during the year when you need to hold a corporate board meeting, or Directors meeting, to discuss and resolve any pending issues that affect your company. Perhaps you have an urgent matter that needs immediate attention, such as a financial issue that requires action in advance of your annual meeting, or you need to amend your Articles of Incorporation or make changes to your Corporate Bylaws. Regardless of the reason, you can hold a corporate board meeting at any time to ensure that all your Directors are involved in determining the best course of action for the good of the company and its Shareholders.

If your Directors have regular communication and a decision or action has unanimous agreement, you can make changes or resolve issues using a “Written Consent” in place of a meeting. Essentially, a Written Consent acts as legal proof of unanimous agreement and only requires the review and signatures of your Directors. Once all the Directors have signed the Written Consent document, simply place it in your Corporate Minute Book.

A small business or 1-person company in need of a corporate board meeting might choose to hold a “Paper Meeting” for convenience. The most common way to start a Paper Meeting is by having the Directors sign a “Waiver of Notice” to avoid having to send a written notification of the meeting (which is required by many states). Then, complete the meeting minutes and distribute a copy to each Director, along with an approval form. Once each Director has approved the minutes and any company decisions noted within them, file the minutes in your Corporate Minute Book. Paper Meetings are common among companies with good communication between Directors, who are usually in agreement of the direction of the company at any given time.

A large company may opt to hold a real meeting with all Directors present or participating by conference call. If holding a real meeting, you will need to notify your Directors in advance of the date, time and location (if they have not waived these requirements). You will also need to provide each Director with any paperwork that will be referenced during the meeting such as proposed resolutions or background information regarding any issues that need to be discussed and resolved. At the start of the meeting, take attendance to make sure that all Directors are present either in person or by phone. During the meeting, the company secretary should take notes, tally any votes related to business changes and organize all paperwork. After the meeting, the secretary will document the meeting and distribute copies of the meeting minutes to all Directors. As with any meeting, the minutes of your completed Corporate Board Meeting must be filed in your Corporate Minute Book for documented proof that the meeting took place and was conducted properly.

Holding Corporate Board Meetings and keeping documentation of all meeting activity will help your company remain compliant according to state laws. These meetings, when necessary, also act as a safeguard for your company.

Though these tasks can be difficult, our ComplianceLock™ Service automates corporate and LLC meeting minutes in one click! ComplianceLock™ is the peace-of-mind service that 1) sends email and text alerts (SMS) for important compliance due dates, 2) generates meeting minutes/consents with one click and 3) monitors the status of your company. It’s 3 products in 1 for total entity protection – all for less than one hour of attorney advice!