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Phone Number : 302.652.4800

Learning Center

CorpCo's Learning Center is to help you find the Answers to the Questions you might have.

General Information
Business Entity Types
My Account

General Information

Can't quite find the information you're looking for?  This area provides a brief overview of a variety of topics ranging from company formation to terminology.

Information Covered:

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Follow the link below to obtain the answers to frequently asked questions regarding LLCs and to find more information specific to the state in which you'd like to form your LLC.

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Business Entity Types

A corporate business entity is a body established by law and existing separate and distinct from the individuals whose contributions of initiative, property, and continuing control make it possible for it to function.

CorpCo can help form the business entity type which you have chosen to best suit your purpose. Types of business entities typically requested by our clients include a C-Corp, an S-Corp, an LLC, a Non-Profit (Not for Profit) corporation. Prior to selecting a business type CorpCo urges its clients to fully familiarize themselves with the various types of businesses and suggests obtaining appropriate advice from an accountant or lawyer in order to determine the most advantageous business entity which may be appropriate for your specific needs.

Types of Businesses:

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Follow the link below to gain more insight regarding the business entity types and which one is best for you.

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My Account

CorpCo’s EntityManager™ makes account management easier!  You can renew your company, find copies of previously requested documents, view service of process, or send a quick message to our office about another matter.  Everything is right on your account!  All you have to do is follow the login prompt at the top of the page to login. 

CORPCO'S ENTITY MANAGEMENT SYSTEM ALLOWS FOR EASY:

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CorpCo has compiled frequently asked questions relating to account management and annual renewals.

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Incorporation FAQS
Why Delaware?
Registered Agent
Glossary
Service of Process
  • Why do I need a registered agent?

    Each Secretary of State's office requires that a Registered Agent be named when incorporation documents or foreign corporation registration documents are filed.

    The Registered Agent must be someone located at a physical address in the state of incorporation or registration (P.O. Boxes and/or Mail Boxes, etc. addresses are NOT acceptable).

    The registered agent acts as the official point of contact for the Secretary of State's office and accepts all official mail (Service of Process, Annual State reports, other State Mail, Certified Mail, etc.)

    CorpCo can act as your registered agent in any state . It is extremely important to keep your registered agent informed of any changes to your mailing address or telephone number, to ensure that you can be reached when CorpCo receives official mail or service on your behalf. Appoint CorpCo as your registered agent.

  • What are the benefits of incorporating my business?

    The most common reason someone chooses to incorporate is for personal liability protection. In addition, the benefits of incorporating your business may include: increasing your tax savings, raising capital, the perpetual existence of the corporate structure, and tax-free dividends. Corporations can also simplify estate and family planning.

    Note: CorpCo recommends that you check with your attorney or accountant to verify which corporate and/or tax structure is right for you, and to make certain that you are taking advantage of all of the benefits of incorporating your business. Incorporate now.

  • How do I choose a "corporate ending" for my company name?

    Your corporation's name must have an approved corporate ending in order to be approved by the Secretary of State office. In most States your corporation's name must include an ending such as: Incorporated, Company, Corporation or Limited. Or, one of the following abbreviations: Co., Corp., Inc. or Ltd. The State of Delaware allows the following corporate endings: Company, Corporation, Club, Association, Incorporated, Fund, Foundation, Institute, Society, Syndicate or Limited, or their appropriate abbreviations. Limited Liability companies most often use "Limited Liability Company", or LLC or L.L.C. as their corporate endings

    Note: There may be restrictions on using company names that include the words, Bank, Trust, University or College.

  • What does "par value" and "no par value" mean?

    Par value refers to the minimum selling price assigned to the stock. It is NOT necessarily the selling price, however. A par value of $1.00 means that the shares cannot be sold for less than $1.00, but they can be sold for MORE than $1.00. $1.00 is simply the MINIMUM selling price. "No par value" means that there is no minimum selling price assigned to the stock, and it can be sold for whatever someone is willing to pay for it.

    Note: Limited Liability Companies do not authorize/issue stock. Therefore, these terms do not apply.

  • How many shares of stock should I authorize?

    Each state has different guidelines for authorizing stock in your corporation. For Delaware corporations we recommend that you have 1,500 shares of common stock, or less, authorized. This will guarantee you the lowest fees at the time of incorporation and annually. The Delaware Annual Franchise Tax is based on the number of shares authorized, and having 1,500 shares or less authorized, will guarantee that you pay the minimum annual Franchise Tax of $75. For information about other States' guidelines for stock authorization, please contact our office!

    Note: Limited Liability Companies do not authorize/issue stock. Therefore, this information does not apply.

  • If I incorporate in Delaware, can I conduct business in other states?

    Yes. You can always conduct business in other states regardless of the State you choose to incorporate in. Most states will require a corporation to register there as a foreign corporation if they are not incorporated there directly and are conducting business there. We recommend you contact the Secretary of State's office in the State(s) you are conducting business in to see if this registration will be necessary. Each state has different rules and requirements, regarding this, and you must contact each state office separately for this information.

    If you do need to register your existing corporation to do business in another state(s), CorpCo can assist you with this filing as well!

  • How long will it take for my corporation/LLC to be formed?

    Delaware corporations are normally formed within 1-2 business days. You may expect to receive your filed incorporation documents within five to seven (5-7) business days. The turn-around time for corporations or LLCs which are formed in States other than Delaware is slightly longer. You will generally receive your filed documents within two to three (2-3) weeks, when filing in a state other than Delaware. If you need your documents back quicker, you can choose EXPRESS service for an additional $100 (+ state expediting fees, if any). EXPRESS service normally cuts the incorporation processing time in half.

  • I am ready to incorporate... now what?

    If you are ready to incorporate CLICK HERE and begin the process, by filing out our online, secure Incorporation Order Form.. CorpCo will then prepare and process your corporate documents with the State office on your behalf, based on the information in your application.. Once filed, your corporate documents will be sent to you for your records.

  • When is my registered agent fee due each year?

    Delaware registered agent service is billed in January each year, when the Delaware annual franchise tax reports are sent out. Non-Delaware registered agent service is usually billed on the anniversary date of your corporations' filing with the Secretary of State, and normally corresponds with the State's annual report filing. Renew your registered agent services now by logging in.

  • If I incorporate in Delaware will I need a bank account or office address there?

    No. Your corporation or LLC does not need to maintain a bank account, or office in Delaware, as long as your corporation or LLC is represented by a registered agent. CorpCo can act as your Delaware registered agent for $119.00 per year.

WHY DELAWARE? ... A Delaware corporation is instantly recognized around the globe as a stable, reputable member of the "incorporation capital of the world".

Delaware is widely recognized by the business world as the preferred State of incorporation, and is the corporate home of approximately 40% of all corporations listed on the New York Stock Exchange and the American Stock Exchange.

Over 50% of the Fortune 500 industrial firms have incorporated in Delaware, and international companies who do business in the United States, as well as worldwide, most often choose Delaware to incorporate!

The Top 11 Reasons:

  • Delaware is one of the least costly States in which to incorporate.Delaware’s annual maintenance fees are also very low compared to other states.
     
  • There is no minimum capital requirement. While other States may require at least $1,000.00 in capital, a Delaware corporation or LLC requires no initial investment.
     
  • Delaware permits one person to hold the offices of President, Treasurer and Secretary, and be the sole Director.
     
  • There is no corporate income tax for corporations formed in Delaware, but which do not transact business in Delaware. Delaware has no sales tax, and shares of stock owned by an individual outside of the State are not subject to any Delaware taxes. The Delaware annual Franchise Tax remains consistently among the lowest in the nation.
     
  • Delaware is the only State which maintains a special court system dedicated to address the concerns of the corporate/business community. The Delaware Court of Chancery is a “pro-business” court system that employs a Judge rather than a jury, for determination in cases. This Court is internationally recognized for its long established body of case law, predictability, and expertise in rendering sound decisions.
     
  • With a Delaware corporation, you do not need to be located in, or ever even visit Delaware You must have a registered agent address in the State of Delaware, which is the legal requirement for service of process. CorpCo supplies this service to you, allowing your corporate headquarters and records of your Delaware corporation to be located anywhere in the world, so long as you maintain your Delaware registered agent.
     
  • Delaware corporations can provide special protection for directors to shelter their directors from personal liability in connection with good faith actions of board members. CorpCo will always insert the “Limited Director Liability” clause in your Delaware incorporation documents, when you incorporate through us!
     
  • Delaware allows the “general purpose clause” to be used, which allows a corporation to conduct any lawful business, rather than being restricted to a certain type of business.
     
  • You can choose to incorporate in Delaware and conduct business in any other state(s). You may be required to formally “qualify to do business” as a "Foreign Corporation" in other U.S. States, and if required, CorpCo can assist you with these filings, as well.
     
  • The Delaware Corporation Department has significant incentives to keep its laws and fees favorable. Delaware is the friendliest State to corporations. You may visit the State of Delaware, Delaware Corporate Law website for more information.
     

Registered Agent Overview

Often, it may come as a surprise to business owners that they are required to maintain a registered agent and address in the states where their company is formed and registered. This requirement by the state is to ensure that there is a record of an address where important notices can be sent or contact can be made.

The registered agent is responsible for receiving important legal and tax documents on behalf of incorporated companies that they represent. Typical documents received at the registered agent address may include the following:

  • Service of Process—Civil complaint or other legal document (subpoena, notice of hearing, etc.)
  • Important state mail, such as annual reports or statements
  • Tax documents sent by the state’s department of taxation

The registered agent must have a physical address (not a post office box) in the state of incorporation or registration (qualification) and must be available at that address during normal business hours.

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Registered Agent FAQs

  • Is a corporation required to have a registered agent?

    Yes. State laws require all corporations to maintain a registered address with the Secretary of State in each state where they do business. The person or company located at that address, known as the Registered Agent, must remain available during all business hours. A Registered Agent receives and forwards important legal documents and state correspondence on behalf of the business.  In some states the registered agent must also sign the incorporation papers before they can be filed with the Secretary of State.

  • How can I appoint CorpCo as my registered agent?

    There are several different ways that CorpCo may be appointed for a company.

    • Incorporate a new business with CorpCo’s assistance.
    • Incorporate a new business yourself and appoint CorpCo as the registered agent
    • Make changes to an existing business by filing a change of registered agent document with the state of incorporation or registration.

  • Why would I appoint CorpCo as my registered agent?

    • You require an address that meets all legal requirements. The registered agent for a business must be physically located in the state of incorporation and be available during normal business hours to accept important documents as they are delivered. If you are incorporating in a state where you do not have a physical address, and/or you are often out of the office, or work irregular business hours, you will be unable to act as your own registered agent. 
    • Peace of mind. States impose ongoing requirements, such as annual report filings and franchise tax payments, on the businesses incorporated there. Business compliance matters are not likely to be your area of expertise, but they are ours.. As your registered agent CorpCo will help you stay in compliance with state requirements for your corporation/LLC, avoid unnecessary state penalty fees and maintain your company's good standing in your state of incorporation and/or qualification.
    • Privacy is important to you. The registered agent is part of the public record and easily found when searching business records.  Many business owners do not want their names easily accessible.  In addition, in the event that a corporation receives Service of Process, it may be delivered by local law enforcement. Having police officers present at your place of business and in front of customers, is not desirable and using CorpCo as your registered agent avoids this potential embarrassment

Incorporate glossary of terms

To view a definition, click a letter to open the respective section.

A

Agent for service of process: An agent, required to be appointed by a corporation, whose duties are limited to receiving service of process issued against the corporation. Also known as a Registered Agent or a Resident Agent.

Amended certificate of authority: The document used to change information previously filed on the Certificate of Authority or Foreign Corporation paperwork with the Secretary of State's office. This is most commonly used for changing the corporation name or the number of shares of stock authorized.

Annual meeting:: A yearly meeting of shareholders at which directors/officers are elected and any other general business of the corporation is reviewed / conducted.

Annual report: A required annual filing in a state, usually listing directors, officers and the past years financial information. Can also refer to an annual report of business activity over the past year to be given by a corporation to its shareholders.

Application for certificate of authority: The registration a corporation makes to conduct business in state(s) other than the state it is incorporated in. Also called "foreign corporation" filing.

Articles of incorporation: The articles of incorporation are what make up the Certificate of Incorporation. Article one is normally the name of the company, etc. Also known as the corporate charter.

Articles of organization: The title of the document filed in many states to register a limited liability company (LLC) with the state. Also known as articles or certificate of formation.

Assumed name: An alternate name, other than the legal name, under which a corporation or other business organization conducts business. May also be referred to as a fictitious name, a trade name or dba ("doing business as").

Authorized shares: The number of shares, in total, that a corporation is able to issue, as indicated in the Certificate of Incorporation.

B

Board of directors: The governing body of a corporation who is elected by shareholders. The directors are responsible for making the decisions for the corporation, selecting the officers and handling supervision and general control of the corporation.

Bylaws: The basic rules and regulations for the conduct of the corporation's business and affairs. May be subject to statutory law and the articles of incorporation.

C

Certificate of good standing: A certificate issued by the state office a company is incorporated in, which confirms that the company is in good standing with their office and all franchise taxes and fees are paid to date. The date of incorporation and date last franchise taxes were paid may also be shown. Also known as a certificate of existence or certificate of authorization.

Certificate of incorporation: The title of the document filed in many states to create a corporation. Also referred to as the articles of incorporation or corporate charter.

Close corporation: A more restrictive form of corporation. Close corporations are normally limited in the number of share holders, and have first right of refusal with regard to the sale of stock. Exact specifications vary by jurisdiction. Not all state statutes provide for a close corporation provision.

Common shares: A general class of shares most commonly used for small or general corporations.

Corporate kit: Binder that contains basic record keeping material for the corporation. Normally includes hand press corporate seal, minutes and bylaws, stock certificates (or membership certificates) and ledger for recording sales of stock/membership certificates.

Corporate seal: A hand press metal seal which creates a raised imprint on paper. The seal is sometimes required by the bank when opening a corporate account, and is often affixed to the signature of an officer of the corporation, when signing legal documents, contracts, etc.

Corporation: An artificial entity created under and governed by the laws of the state of incorporation.

Corporation law: The statutory provisions of a state relating to domestic and foreign corporations.

D

Directors: The individuals who, acting as a group known as the board of directors, manage the business and affairs of a corporation. Directors normally make the decisions for the corporation, and officers carry out the duties of the corporation.

F

Fictitious name: A name other than the true name, under which a corporation or other business organization conducts business. Also referred to as an assumed name, a trade name or "doing business as" (d/b/a).

Foreign corporation: A term applied to a corporation doing business in a state other than its state of incorporation. Formal registration is normally required by each state the corporation does business in, outside of the state of incorporation.

Franchise tax: An annual fee usually levied annually upon a corporation, limited liability company or similar business entity for the right to exist or do business in a particular state. Failure to pay the franchise tax or similar fees by a required deadline may result in the administration dissolution of the company and forfeiture of the charter. This term refers to an annual fee, NOT that the corporation itself is a franchise.

G

Going public: The process of selling stock to the public and/or offering stock on the NYSE.

I

Incorporation: The filing of documents with the Secretary of State's office to create a new business entity.

Incorporator: The person(s) who prepares the certificate of incorporation for filing with the State office. The duties of the incorporator are normally limited to the filing of the document, and end, as soon as the filing is made.

L

Limited Liability Company (LLC): A type of corporate filing providing similar benefits to and Incorporation. Limited liability companies are generally able to provide the limited personal liability of corporations and the pass-through taxation of partnerships or S corporations.

Limited partnership: A statutory form of partnership consisting of one or more general partners who manage the business and are liable for its debts, and one or more limited partners who invest in the business and have limited personal liability.

Limited personal liability: The protection generally afforded a corporate shareholder, limited partner or a member of a limited liability company from the debts of and claims against the company.

M

Majority: More than 50 percent; commonly used as the percentage of votes required to approve decisions for the corporation.

Management: The board of directors and executive officers of a corporation, limited liability company or similar business entity.

Managers: The individuals who are responsible for the maintenance, administration and management of the affairs of a limited liability company (LLC). In most states, the managers serve a particular term and report to and serve at the discretion of the members. Specific duties of the managers may be detailed in the articles of organization or the operating agreement of the LLC. In some states, the members of an LLC may also serve as the managers.

Members: The owner(s) of a limited liability company (LLC). Unless the articles of organization or operating agreement provide otherwise, management of an LLC is vested in the members in proportion to their ownership interest in the company.

Membership certificates: Similar to stock certificates, they act as evidence of ownership of and membership in a limited liability company or non-stock/non-profit corporation.

Minutes: The corporate minutes are the written record of transactions taken or authorized by the board of directors or shareholders. These are usually kept in the corporate minute book in diary fashion.

N

Name registration: The corporate minutes are the "official" written record of transactions taken or authorized by the board of directors or shareholders. These are normally kept in the corporate minute book.

Name reservation: Most states allow a name to be checked for availability prior to the filing of incorporation or foreign corporation paperwork, and if it is available, reserve it for a certain period of time for a small fee. Name reservations are normally given for 30-90 days, depending on the state.

No par value shares: Shares which do not have a minimum selling price (or par value) assigned. The shares may be sold for any amount that someone is willing to pay for them.

Not-for-profit corporation: A not-for-profit corporation (also knows as a non-profit corporation) is generally organized for some socially beneficial purpose, rather than for the direct monetary benefit of the directors or members. Not all not-for-profit corporations are tax exempt and some make a profit. (See Tax Exempt Organization)

O

Officers: Individuals appointed by the board of directors who are responsible for carrying out the duties of the corporation.

Operating Agreement: A contract among the members of a limited liability company governing the membership, management, operation and distribution of income of the company.

Organizational meetings: The initial meeting(s) of incorporators or initial directors that are held after the filing of the articles of incorporation to complete the organization of the corporation.

Organizer: The person(s) who perform the act of preparing and filing the paperwork which forms a limited liability company. The duties of the Organizer normally end, after the paperwork is filed with the state office.

P

Parent corporation: A corporation that owns the majority of the shares or "interest" in another corporation.

Par value: The minimum selling price assigned to a share of stock. The share of stock may be sold for MORE than the par value, but NOT less than the par value.

Q

Qualification: The registration of a corporation or LLC in to a State that they are not already incorporated in. Normally when a company is conducting business in a state OTHER than the State(s) they incorporated in, a qualification registration is required. This means that the corporation or LLC will then be "qualified" to conduct business in this particular state, even though they did not incorporate there.

R

Registered Agent: The Registered Agent is the person named in the Certificate of Incorporation/Formation who is the official contact for the corporation. The Registered Agent is responsible for receiving Service of Process and other official mail on behalf of the corporation/LLC and is the Corporation's point of contact for the Secretary of State's office.

Registered Office: The "official address" of the corporation. In states requiring the appointment of a Registered Agent, it is usually the address of the Registered Agent. The registered office address is included in the Certificate of Incorporation/Formation and is part of the public record.

S

S Corporation: An alternative way for a corporation to be taxed. All corporations are initially filed as "C" corporations, and are subject to double taxation (corporate and personal level taxes). Choosing to file for "S" status (filing the 2553 form with the IRS) allows a corporation to avoid the double taxation. "S" corporations are subject to ownership restrictions and some corporations may not be eligible to file for "S status.

Shareholders: Shareholders are individuals or entities that have paid for or been given shares of a corporation. They are considered the owners of the corporation based on the percentage of shares they own. Also known as stockholders.

Sole proprietorship: A sole person owning a business that is not incorporated. The owner may be personally liable for business debts and claims against the business.

Stock: Stock represents ownership in a corporation. It may be represented by a certificate and can be common or preferred, voting or non-voting, redeemable, convertible, etc. The classifications and special designations, if any, of the stock are set forth in the articles of incorporation.

Stock certificate: A certificate issued that is used as proof of ownership of shares of stock in a corporation. The stock holders name, and date of purchase are normally shown on the stock certificate. May also be referred to as a share certificate.

Stockholders: Stockholders are individuals or entities that have paid for or been given shares of a corporation. They are considered the owners of the corporation based on the percentage of shares they own. Also known as shareholders.

T

Tax-exempt organization: Any organization that is determined (through the filing of 501-C-3 paperwork) by the Internal Revenue Service to be exempt from federal taxation of income. A tax-exempt company is normally required to operate exclusively for charitable, religious, literary, educational or similar types of purposes.

V

Voluntary dissolution: The decision by shareholders, incorporators or initial directors to formally dissolve a corporation with the Secretary of State's office.

Service of Process Overview

Service of Process (SOP) refers to the legal document by which a lawsuit is started and the court asserts its jurisdiction over the parties and the controversy.

When a corporation or LLC is sued, the SOP is served upon the registered agent/address of the company. It is extremely important that the SOP is received properly and responded to in a timely fashion. The summons will often inform the defendant(s) that they have a specified number of days under law to respond to the summons and complaint. If the defendant does not respond by the required date, the plaintiff may seek a default judgment from the court, basically granting the plaintiff be declared the “winner” of the lawsuit.

Service of Process FAQs

  • Why would CorpCo NOT accept SOP?

    Before receiving SOP, CorpCo will search the company name within our records and with the State in which the company is registered to determine if the information regarding the entity being served is accurate.  The main reasons why CorpCo would not receive SOP are:

    • If the name is not accurately presented on the SOP and does not appear in our records (and/or the Secretary of State data base)
    • CorpCo is not currently acting as the company’s registered agent.
    • The company has been dissolved and we have no current point of contact for the company.

  • What do I do when I receive SOP from CorpCo?

    CorpCo’s email, fax, and certified mail/courier delivered SOP notices will always include an acknowledgement cover letter.  You should acknowledge receipt of the service by signing the cover letter and returning to our office by email, fax, or regular mail.  Alternatively, you may also acknowledge receipt by logging into your CorpCo account and clicking on “Acknowledge” in the “My SOP” box on your Home screen.

    In addition to letting CorpCo know you’ve received the SOP, you may be required to provide an answer or other information by a specific due date.  If the date has been clearly indicated in the service document, CorpCo will provide the date on our acknowledgement cover letter.  If you have any questions about how to respond to the service, you should contact your attorney immediately. CorpCo provides as much information as possible regarding the nature of the SOP on the acknowledgement cover letter.  If you have any questions regarding the information contained there, please contact our office.

  • How will CorpCo notify the business that SOP has been received on their behalf?

    If an email address has been provided, CorpCo will always email the legal contact person of the company being served to inform them of the item received and inform them of the method of shipment.  If CorpCo has not been provided with an email address, we will call or fax the contact provided on the account. The SOP will then be sent via certified mail or by courier (FedEx, UPS, TNT, or DHL).

    ** It is very important to notify CorpCo of any change of the legal notices contact person, contact address, email, or phone number immediately when it changes.

Foreign Qualification
  • "Good team work and excellent responsiveness."
    Michelle G., Kennett Square, Pennsylvania
  • "I refer all my clients to CorpCo for their incorporation work. They handle it quickly, accurately, and I always hear what a pleasant experience it is, to call their office. Thank you CorpCo!"
    Tom C., Wilmington, Delaware
  • “CorpCo's website was really easy to use - I was incorporated that day and received my package 3 days later. Very happy and you can quote me."
    David S., King of Prussia, Pennsylvania
  • "I'd like to thank you and Christy and everyone else at Corpco for your help with starting and closing the 2 corporations I had.  You guys made the process so much more manageable and were pleasant throughout the entire process."
    Laura T., New York, New York
  • "I found many agents on the site of the State of Delaware and exchanged some e-mails randomly and in the end I definitely chose you because of direct, warm approach and flexibility in searching solutions for the things we could need. ...we'll definitely recommend you."  
    Zlatan C., Beograd, Serbia
  • Thank you. It's thanks to your quick and professional reply that they were impressed.
    I really appreciate professionalism, and that is why we came back to your company.
    Alexandra M., Mougins, France
  • If you're looking for Corporate Service Provider in the USA for global customers, CorpCo is the best choice.
    Sergei B., Singapore
LLC
C-Corp
S-Corp
Non-Profit / Not-for-Profit

LLC's have become very popular in the past few years and offer a combination of advantages. LLC's provide the liability protection of a corporation, along with the tax benefits of a partnership classification. Because there is no stock authorized in an LLC, there are no stock restrictions attached to the ownership, as there are with "S" corporations. Thus, the LLC has greater flexibility than the S Corporation in accommodating various forms of ownership, including trusts, corporations and non-resident aliens.

  • What is a Limited Liability Company (LLC)?

    A Limited Liability Company (LLC) is a type of business structure which has characteristics of both a sole-proprietorship and a corporation. LLCs are able to be treated as a partnership or sole-proprietorship for taxation purposes while offering the personal liability protection of similar to that of a corporation.

    Owners of an LLC are called members. Most states do not restrict ownership, and so members may include individuals, corporations, other LLCs and foreign entities. There is no maximum number of members. Most states also permit “single-member” LLCs, those having only one owner.

    A few types of businesses generally cannot be LLCs, such as banks and insurance companies. Check your state’s requirements and the federal tax regulations for further information. There are special rules for foreign LLCs.

  • Who can be the member of an LLC?

    Typically, there are no restrictions regarding membership of an LLC.  A member can be a corporation or other business entity.  It is not necessary for the business entity to be a US business.  Of course, the member can also be a natural person.  If the member is a natural person, some states require that the person be 18 years or older.  There is no requirement for a member who is a natural person to be a US resident or citizen.

  • What is the difference between a member and a manager?

    In an LLC, the member is the owner of the company (like the shareholder of a corporation).  The member has contributed to the company and has a vested interest.  The manager of an LLC is someone who has been appointed by the members to handle the affairs of the business (similar to the director of a corporation).  The manager may, but is not required to be a member.

The most common type of corporation is the C Corporation. Even those who choose to make their business an S Corporation, start with a C Corporation before making the “S” tax designation.

Forming a C Corporation shields the personal assets of the business owners from any civil judgments by bringing about a separate legal structure that takes on the liability for business activity. A properly formed and maintained C Corp creates a veil of protection for the personal assets its shareholders, officers, directors, and employees should any judgments against the business occur. There may also be tax advantages associated with C Corps due to deductibles on employee benefits and other business expenses.

Though this structure offers benefits not shared by sole proprietorships, there is a downside to the C Corporation. The C Corporation is taxed initially on the earnings of the business and again, the shareholders are taxed on the dividends received. This is often referred to as “double taxation”. As the shareholders are unable to take personal deductions for any losses to the business, many choose the alternative S Corporation.

  • What is required to form a C-Corporation?

    In order to form a C-Corporation, Articles of Incorporation (sometimes referred to as a Certificate of Incorporation) must be filed with the state where the C- Corporation is to be formed.  The Articles of Incorporation will require basic information about the company such as the proposed name, registered agent name and address, principal office address, and business purpose.  CorpCo takes care of the preparation and filing of this document and can provide registered agent services in all 50 US States as well as the District of Columbia.

  • Can the personal asset protection provided by forming a C-Corporation be taken away?

    Personal asset protection can be lost if the owners of the corporation do not maintain a proper organizational balance.  Shareholders should consult with attorneys, accountants, and/or financial advisors to determine proper handling of corporate/personal income or expenses in order to avoid inappropriate expenditures which may result in a loss of personal asset protection.  Furthermore, it is important that the important decisions of the company be properly indicated in the minutes of the corporation, taken at a duly authorized meeting of the board of directors.  

    The “corporate veil” created by the formation of the C Corporation can also be lost if the business fails to meet the annual requirements of its state of incorporation.  CorpCo can help you to meet the annual requirements in your state of organization and will send notification of required annual reporting with the Secretary of State offices as indicated.  For more information on annual requirements, please review the State Info tab above.

  • What are the main differences between a C-Corporation and an S-Corporation?

    C-Corporations file IRS form 1120 to report corporate income to the Internal Revenue Service. The IRS taxes company profits at corporate tax rates and dividends paid to shareholders at individual tax rates. For this reason, you may hear tax professionals refer to "double taxation" of a C-Corporation.

    C-Corporations can elect "pass-through" taxation by applying to the IRS for status as a Subchapter S-Corporation (IRS form 2553). The S-Corporation provides the same protection from personal liability. However, owners can report their share of profit and loss in the company on their individual tax returns. The S-Corporation files IRS form 1120S to report income.

    S Corporations have a number of restrictions. Most notably, only U.S. citizens or permanent residents may own an S-Corporation. An S-Corporation may not have more than 100 shareholders.

  • What is the organizational structure of a C-Corporation?

    The owners of a C-Corporation are called shareholders.  The shareholders elect directors, who are responsible for setting the corporate goals and for general management of the corporation.  Those directors appoint officers (e.g. President, Vice-President, Secretary, Treasurer) and other managers who are charged with carrying out the daily business and with enacting the directives that are handed down by the directors.

  • What happens when I order a C-Corp formation from CorpCo?

    You will receive confirmation of your order by email.  At the same time, CorpCo will receive and review your request for accuracy and will begin preparing the necessary paperwork.  CorpCo will draft your formation document and act as the organizer.  The filing is then submitted to the state for processing.  If your order includes Express Processing, it will take priority over other routine requests which means a faster processing time.  While turnaround times vary greatly from state to state, routine processing is generally about 7-10 days.  With CorpCo’s Express Processing, orders can be completed in as little as 24-48 hours.  Once your company has been approved by the state, CorpCo will send confirmation of filing which usually includes a file-stamped copy of the filing and an instrument of organization.  If your company formation package includes a corporate kit, CorpCo will ship the kit under separate cover within 3-5 days of company formation.

  • What is required to keep my company active?

    Each state has varying requirements for keeping the company active.  Most will require some sort of annual filing which may require company details and usually involves a filing fee.  CorpCo can help you to fulfill these requirements in all states.  For more information regarding state requirements, you may check the information specific to your chosen state on the state info tab above.

The S-Corporation is a popular choice among small business owners because it allows just one level of taxation, as opposed to the double taxation that C-Corporations are subject to. An S Corporation gives the advantage of pass through taxation, which allows each shareholder to report their share of the company's profit or loss on their individual tax returns. The liability protection is the same as it would be for a C-Corporation.

There are restrictions with regard to ownership of an S Corporation. The shareholders must be U.S. citizens, the company must be a domestic corporation, must have only one class of stock, the shareholders must be individuals or their estates or certain tax-exempt entities or trusts (i.e., not another corporate entity) and the number of shareholders of an S-Corporation cannot exceed 100 (with family members eligible for treatment as a single shareholder). To qualify as an S-Corporation for federal tax purposes the company must make an S-Corporation election through Internal Revenue Service Form 2553.

  • What is required to form an S-Corp?

    In order to form the LLC, Articles of Organization (sometimes referred to as a Certificate of Organization) must be filed with the state where the LLC is to be formed.  The Articles of Organization will require basic information about the company such as the proposed name, registered agent name and address, and business purpose.  CorpCo takes care of the preparation and filing of this document and can provide registered agent services in all 50 US States as well as the District of Columbia.

    At the level of taxation, S-Status is not automatically assumed.  It will be necessary to elect to be treated this way with the federal government by filing a form 2553 with the IRS.  In addition to this special requirement with the IRS, the company may also be required to elect to be treated as an S-Corporation on the state level by filing a special form with that state’s revenue department.

    Button:  Get Started Today – Compare our corporation formation packages and pricing anywhere you see the “Get Started” button.

  • What is required to keep my company active?

    Each state has varying requirements for keeping the company active.  Most will require some sort of annual filing which may require company details and usually involve a filing fee.  For more information, you may check the information specific to your chosen state on the state info tab above.

  • What are the main differences between a C-Corporation and an S-Corporation?

    The key difference is that while the C-Corporation is “double-taxed”, meaning that it is taxed on both the corporate level (corporate taxes based on the company profits) and on the individual level (shareholder taxes based on personal dividends received), the S-Corporation allows for taxation at the individual shareholder level, based on that shareholder’s share of the profits and/or losses of the corporation.

    C-Corporations can choose to be treated as an S-Corporation by filing the form 2553 with the IRS.  In this way, they can retain the same liability protection while affording the shareholders the ability to report their portion of the corporation’s profits and/or losses via their individual tax returns.  

    C-Corporations can have an unlimited number of shareholders who are not required to be residents of the United States.  S-Corporations can have no more than 100 shareholders, who must all be either US citizens or permanent residents of the United States.

  • What is Form 2553 and how do I file it?

    The 2553 is the IRS tax status election form which is required if a corporation wishes to be treated as an S-Corporation for tax purposes.  This form must be filed within 75 days of the date of formation (or start of business), within 75 days of a new tax year, or any time during the year before the year the election should be effective.

  • What happens when I order an S-Corporation formation from CorpCo?

    You will receive confirmation of your order by email.  At the same time, CorpCo will receive and review your request for accuracy and will begin preparing the necessary paperwork.  CorpCo will draft your formation document and act as the organizer.  The filing is then submitted to the state for processing.  If your order includes Express Processing, it will take priority over other routine requests which means a faster processing time.  While turnaround times vary greatly from state to state, routine processing is generally about 7-10 days.  With CorpCo’s Express Processing, orders can be completed in as little as 24-48 hours in many states.  Once your company has been approved by the state, CorpCo will send confirmation of filing which usually includes a file-stamped copy of the filing and an instrument of organization.  If your company formation package includes a corporate kit, CorpCo will ship the kit under separate cover within 3-5 days of company formation.

    The incorporation process is the same as the process to form a C-Corporation.  In other words, the filings with the state do not look different for a C- Corporation or an S-Corporation.  The difference in the two corporation types takes place with the federal (IRS) or state revenue division filings.

Non-Profit

While non-profit corporations are quite commonly used for charitable purposes, there are other non-charitable business purposes that may lend themselves to this model.  In order to apply for tax-exempt status such as 501(c)3, a non-profit corporation must meet specific requirements and must be exclusively used for charitable purposes. 

Other uses of non-profit corporations that may not be considered as charitable include, but are not limited to neighborhood associations, property management, clubs, and other foundations.

Advantages:

  • For companies formed for religious, educational, or other charitable purposes:
  • The opportunity to apply for tax-exempt status with the IRS
  • Limited liability protection.
  • Perpetual existence
  • Ability to apply for certain public and private grants.
 

  • I want to file for tax-exempt status.  What makes this type of filing different?

    In order to file for tax-exempt status with the IRS, your non-profit incorporation documents must reflect the details required by the IRS.  These details include, but may not be limited to a specific business purpose which indicates that the company is exclusively organized for charitable purposes and an indication as to how the assets of the company will be distributed upon its dissolution.

  • What happens when I order a non-profit corporation formation from CorpCo?

    You will receive confirmation of your order by email.  At the same time, CorpCo will receive and review your request for accuracy and will begin preparing the necessary paperwork.  If you are applying for 501(c)3 status with the IRS, we will require further information and will contact you to request those details.  CorpCo will draft your formation document and send to you for review and the signature of the person to act as incorporator.  The filing is then submitted to the state for processing.  If your order includes Express Processing, it will take priority over other routine requests which means a faster processing time.  While turnaround times vary greatly from state to state, routine processing is generally about 7-10 days.  With CorpCo’s Express Processing, orders can be completed in as little as 24-48 hours in many states.  Once your company has been approved by the state, CorpCo will send confirmation of filing which usually includes a file-stamped copy of the filing.  If your company formation package includes a corporate kit, CorpCo will ship the kit under separate cover within 3-5 days of company formation.

Foreign Qualification
  • "Good team work and excellent responsiveness."
    Michelle G., Kennett Square, Pennsylvania
  • "I refer all my clients to CorpCo for their incorporation work. They handle it quickly, accurately, and I always hear what a pleasant experience it is, to call their office. Thank you CorpCo!"
    Tom C., Wilmington, Delaware
  • “CorpCo's website was really easy to use - I was incorporated that day and received my package 3 days later. Very happy and you can quote me."
    David S., King of Prussia, Pennsylvania
  • "I'd like to thank you and Christy and everyone else at Corpco for your help with starting and closing the 2 corporations I had.  You guys made the process so much more manageable and were pleasant throughout the entire process."
    Laura T., New York, New York
  • "I found many agents on the site of the State of Delaware and exchanged some e-mails randomly and in the end I definitely chose you because of direct, warm approach and flexibility in searching solutions for the things we could need. ...we'll definitely recommend you."  
    Zlatan C., Beograd, Serbia
  • Thank you. It's thanks to your quick and professional reply that they were impressed.
    I really appreciate professionalism, and that is why we came back to your company.
    Alexandra M., Mougins, France
  • If you're looking for Corporate Service Provider in the USA for global customers, CorpCo is the best choice.
    Sergei B., Singapore
Account Management
Annual Renewal

From within CorpCo’s EntityManager™, you’ll have access to the following:

Home – Your completely configurable dashboard account overview (includes open orders, SOP, Renewable Services, and Common Tasks)
My Profile – View and update your contact details & password
My Reports – View and export payments and other data regarding your companies
My Orders – View the progress of your open orders
My Companies – View and update information relating to your existing companies
My People – View and update details relating to the people associated with your account/companies
My Service of Process (SOP) – View and acknowledge receipt of any Service of Process received for your companies

  • How do I find my login ID?

    Please submit a request via email or our contact form, ensuring that the person of contact on the account or an associated company is indicated.  In the body of the message, please indicate that you require your login ID and the proper ID will be sent to the email that is currently associated with the account.

  • Where do I find a copy of my invoice?

    In the client portal, all open (unfinished) orders can be found by following the tab called "My Orders" (if you want to see an order that has been completed, you can use the filters at the top of the page to search for it).  When you find an order, you will notice that there is an invoice number to the left of the company name.  Just click on the invoice number and a separate window will open with your invoice in it.  To print a copy of the invoice or save it to another location, just click the "Download" button and yet another window will open with the .pdf version of the invoice.

  • How do I check the status of my order?

    In the menu at the top of the page, you will see a tab called My Orders.  Click on this tab to be taken to a list of your open orders.  Simply look for the order in question and find the column  which indicates the Status of the order.  If you are not sure what the indicated status means, you can contact us for further information or you may send an email to us right from your account's Mail Center.

  • How do I update my business address?

    After you have logged into the account, you will see several tabs in the heading of the page.  You will choose “My Profile”.  There, you will see the “Personal Detail” tab is already selected.  Simply update any information requiring a change and “save”.

  • What is my password?

    If you have forgotten your password, please let us know by email or via our contact form.  Your password will be reset and an email will be sent to you with further instructions for logging in.

Annual Renewal

After your company has been formed or registered in another state, there are requirements that must be met in order to keep that company active.  Typical requirements are to maintain a registered agent/address within the state of registration and to file an annual report.  If you have asked CorpCo to provide the required registered address, we will send the notice for renewal of that service on an annual basis.  In addition, we will include a notice regarding your annual report when received from the state.  You have the option to file the report on your own, but the optional service will be included in our registered agent renewal invoice if you should decide to take advantage of it.

  • When is my renewal due?

    You will receive a notification regarding the due date of your renewal approximately 90 days before the due date.  You can also check the next renewal date by logging into your account and following the top navigation to “My Companies”, choosing the company in question, and checking the “Next Payment Date” at the bottom of the screen for “General Information”.

  • What happens if I don’t pay my renewal by the due date?

    Your company may become void, forfeited, revoked, or simply cease to be in good standing.  In addition, there will be additional penalties and interest for late renewal from both the state and from your registered agent.  CorpCo provides you with a notice regarding renewal beginning 90 days before the due date and, by the time the due date arrives, you should have received 2-3 different notices regarding the renewal.  Therefore, all companies not renewed by the due date will result in the addition of late fees.  Some states may have grace periods, but many of them do not.  If you think you may have missed a payment for renewal or if your company has ceased to be in good standing, please contact our office immediately.

  • Why do I need CorpCo to provide registered agent services?

    State laws require all corporations to maintain a registered address with the Secretary of State. In most cases, the registered address must be located within the state of registration.  The person or company located at that address, known as the Registered Agent, must remain available during all business hours. A Registered Agent receives and forwards important legal documents and state correspondence on behalf of the business.  In some states the registered agent must also sign the incorporation papers before they can be filed with the Secretary of State.

    You require an address that meets all legal requirements. The registered agent for a business must be physically located in the state of incorporation and be available during normal business hours to accept important documents as they are delivered. If you are incorporating in a state where you do not have a physical address, and/or you are often out of the office, or work irregular business hours, you will be unable to act as your own registered agent.

    Peace of mind. States impose ongoing requirements, such as annual report filings and franchise tax payments, on the businesses incorporated there. Business compliance matters are not likely to be your area of expertise, but they are ours.  As your registered agent CorpCo will help you stay in compliance with state requirements for your corporation/LLC, avoid unnecessary state penalty fees and maintain your company's good standing in your state of incorporation and/or qualification.

    Privacy is important to you.  The registered agent is part of the public record and easily found when searching business records.  Many business owners do not want their names easily accessible.  In addition, in the event that a corporation receives Service of Process, it may be delivered by local law enforcement. Having police officers present at your place of business and in front of customers, is not desirable and using CorpCo as your registered agent avoids this potential embarrassment.

  • What is the easiest way to pay for my renewal?

    The email notifications that CorpCo sends reminding you of your pending renewal will contain a link specifically for the payment of that company’s renewal.  The link will take you to a secure payment area within our EntityManager system.  Your company name and invoice number will be indicated on the right hand side of the page.  If the details are accurate, simply choose your payment method and provide the details.   This link will also be included on the paper version of your notice.

  • How do I pay if I don’t want to submit my personal information online?

    Please contact us with the details of the company to be renewed and we’ll send a payment authorization for credit card payment or ACH (eCheck) payment that can be faxed or mailed to our office.  Alternatively, payment by certified check or money order can be submitted via our address as indicated on the invoice.   When submitting your payment offline, please be sure to reference the company name and/or invoice number so that we may properly apply your payment.

  • Why are we required to provide you with our officer and director information every year?

    As a matter of proper due diligence processes, CorpCo would like to know the relevant details for all companies for which it provides registered agent services. 

    In addition, if you are requesting our service to file an annual report with the state where the company is registered, it is important that we provide the state with the most recently updated information.  If you submit your company renewal via our online renewal form, you may simply review and make necessary corrections to the previously provided data before submitting your payment.  If paying by mail, any corrections may be handwritten on the company details page of your renewal form.

  • Why should I have CorpCo submit my company’s annual report?

    It’s one less thing for you to worry about.  When you request CorpCo’s service to file the annual report, you save an extra step in the renewal process.  You need only submit the request for renewal to us and both the Registered Agent Service and the annual report are taken care of in one step.
     
    As long as you submit your request before the due date, we will take the steps to ensure that the report is filed in a timely manner and that the proper information is provided so that you do not incur any late fees or penalties for failure to file on time.  If anything should go wrong in this instance, CorpCo will take the measures to ensure that the matter is resolved at no additional cost to you.
     
    When you request the full renewal service from CorpCo, you can save time and money!

Foreign Qualification
  • "Good team work and excellent responsiveness."
    Michelle G., Kennett Square, Pennsylvania
  • "I refer all my clients to CorpCo for their incorporation work. They handle it quickly, accurately, and I always hear what a pleasant experience it is, to call their office. Thank you CorpCo!"
    Tom C., Wilmington, Delaware
  • “CorpCo's website was really easy to use - I was incorporated that day and received my package 3 days later. Very happy and you can quote me."
    David S., King of Prussia, Pennsylvania
  • "I'd like to thank you and Christy and everyone else at Corpco for your help with starting and closing the 2 corporations I had.  You guys made the process so much more manageable and were pleasant throughout the entire process."
    Laura T., New York, New York
  • "I found many agents on the site of the State of Delaware and exchanged some e-mails randomly and in the end I definitely chose you because of direct, warm approach and flexibility in searching solutions for the things we could need. ...we'll definitely recommend you."  
    Zlatan C., Beograd, Serbia
  • Thank you. It's thanks to your quick and professional reply that they were impressed.
    I really appreciate professionalism, and that is why we came back to your company.
    Alexandra M., Mougins, France
  • If you're looking for Corporate Service Provider in the USA for global customers, CorpCo is the best choice.
    Sergei B., Singapore
Business Name Availability
Registered Agent Services