Small Business Reading Room


Friday, August 13, 2010

2010 Amendments to Corporate Law: A Delaware Corporate Legislation Tracker Summary Special

This special summary edition of the Delaware Corporate Legislation Tracker is our latest effort to bring you the up-to-date info on recent changes in Delaware Corporate Law.

This past legislative session was a busy one, here's the summary on DGCL change information and new laws:

New Legislation

1. House Bill 341 was signed by the Governor on May 3, 2010 and goes into effect on August 1, 2010. This bill is a comprehensive set of amendments to many sections of the General Corporation Law of the State of Delaware, and to Chapter 5 of Title 8 to clarify, fill gaps in and make consistent the DGCL’s application to corporations that are not authorized to issue capital stock. Highlights of the bill that affect documents filed in our office are as follows:
  • Certificates of Incorporation no longer need to state conditions of membership shall be stated in the by-laws if they are not stated in the Certificate of Incorporation.

  • Amendments for non-stock corporations that are being filed pursuant to §241 must state the corporation has no members.

  • Non-stock corporations that own 90% of the outstanding shares of a subsidiary may file an Ownership under §253 as long as the non-stock parent is the survivor.

  • Non-stock corporations who filed a dissolution pursuant to §276 may now revoke that dissolution pursuant to §311.

  • 2. House Bill 375 was signed by the Governor on June 10, 2010 and essentially goes into effect on August 2, 2010. The bill makes several amendments to Title 8. Highlights of the bill that affect documents filed in our office are as follows:
  • Clarifies that in a merger the Certificate of Incorporation of the surviving corporation may be amended and restated in its entirety.

  • Adds new §267 that provides for an Ownership to be filed between subsidiary corporation(s) and a parent non-corporate entity.

  • Amends §274 and §275 to require that a certificate of dissolution filed under those sections must set forth the date of filing of the corporation’s original certificate of incorporation.

  • Amends §371 to require that the good standing certificate filed with foreign qualifications must be dated within six months of the filing date of the qualification and also expands the types of entities that may serve as registered agent for foreign corporations.

  • 3. House Bill 374 was signed by the Governor on June 10, 2010 and is effective on August 2, 2010. The bill makes several amendments to Chapter 15 of Title 6 regarding general partnerships and limited liability partnerships. Highlights of the bill that affect documents filed in our office are as follows:
  • Adds provisions to allow for an Ownership to be filed when a domestic partnership is the parent Entity.

  • Amends §15-1102 to require that a foreign limited liability partnership must submit a good standing certificate from the jurisdiction of their formation along with their statement of foreign qualification and it must be dated within six months of the filing date of the statement of foreign qualification.

  • 4. House Bill 372 was signed by the Governor on June 10, 2010 and is effective August 2, 2010. The bill makes several amendments to Chapter 18 of Title 6 regarding limited liability companies. Highlights of the bill that affect documents filed in our office are as follows:
  • Adds provisions to allow for an Ownership to be filed when a domestic limited liability company is the parent Entity.

  • Amends §18-902 to require that a foreign limited liability company must submit a good standing certificate from the jurisdiction of their formation along with their foreign registration certificate and it must be dated within six months of the filing date of the foreign registration certificate.

  • 5. House Bill 373 was signed by the Governor on June 10, 2010 and is effective August 2, 2010. The bill makes several amendments to Chapter 17 of Title 6 regarding limited partnerships. Highlights of the bill that affect documents filed in our office are as follows:
  • Adds provisions to allow for an Ownership to be filed when a domestic limited partnership is the parent Entity.

  • Amends §17-902 to require that a foreign limited partnership must submit a good standing certificate from the jurisdiction of their formation along with their foreign registration certificate and it must be dated within six months of the filing date of the foreign registration certificate.

  • 6. Senate Bill 302 was signed by the Governor on July 15, 2010 and is effective August 1, 2010. The bill makes several amendments to Chapter 38 of Title 12 regarding statutory trusts. Highlights of the bill that affect documents filed in our office are as follows:
  • Amends §3815 to allow surviving statutory trusts to amend their registered agent and office when filing a merger.

  • Amends §3852 to require that a foreign statutory trust must submit a good standing certificate from the jurisdiction of their formation along with their foreign registration certificate and it must be dated within six months of the filing date of the foreign registration certificate.

  • Amends §3854 to expand the types of entities that may serve as registered agent for a foreign statutory trust.


  • You can view PDF versions of the House and Senate Bills by clicking on the below links:

    * HB 297
    * HB 341
    * HB 372
    * HB 373
    * HB 374
    * HB 375 - HB 375 Amendment
    * SB 302


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    Thursday, August 12, 2010

    Dissolving Your Corporation

    Certificates of Dissolution have been updated to include the year of formation as a result of recent changes to the Delaware Code. New forms can be obtained from the State’s official website, or by contacting a member of our Incorporation Department at info@delawarintercorp.com.

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    Client Alert! State of Delaware Franchise Tax Calculator Inaccuracy

    The minimum tax for the Assumed Par Value Capital Method of calculation is $350.00 beginning tax year 2010. I recently found out that the State's online calculator for estimating franchise taxes does not show that yet. So, what you see as the minimum using it to estimate the franchise tax under the Assumed Par Value Capital Method is still the old minimum of $75.00 which is incorrect. Keep this in mind if recalculating for filing a dissolution. If your company is otherwise eligible to file the Short Form dissolution, the $350.00 minimum will not disqualify you from using that form.

    The State is aware of the error and plans on updating the calculator.
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    How long does it take to form your Delaware company?

    We get this question just about every day. It is easy to get excited about starting your company, or you may be waiting for your corporate documents in order to open a bank account or for other purposes. The good news is that the answer is "pretty quick." Once we receive your order and payment, our team begins processing your order the same business day, usually within about an hour.

    Equally, we're asked how long it will take to receive your corporate documents in hand now that you've placed your order. You can generally expect a filing made through our office to be completed by the State and ready to return to you in 2-4 business days. A good estimated time frame for domestic delivery is 1 week. Of course, expedited processing and overnight delivery within the US is available for even quicker receipt.

    If an EIN is purchased, please keep in mind we will need additional time to contact the IRS, and for other various factors, such as your return of your form SS4.

    When the completed order is shipped, you will be provided with a tracking # so that you are able to track your order! For domestic delivery including a corporate kit, your kit will be shipped directly from the manufacturer, whereas your documents will be shipped by our office, so don't be concerned if your order arrives in separate shipments.
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    Delaware Intercorp, Inc.
    113 Barksdale Professional center
    Newark, DE 19711-3258

    "For all the best reasons to incorporate,the best place
    is Delaware and the best incorporator is
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    Email: info@delawareintercorp.com