INCORPORATING IN DELAWARE AND FRANCHISE TAX

The filing date for Delaware is listed as the date of submission. If the Delaware Division of Corporations rejects your document and requires corrections, you have five business days to correct and resubmit the document. If it's rejected again, you have another five days to make adjustments.

• It takes quick action to retain your original filing dates. CSC closely monitors Delaware filing submissions to make sure changes are addressed correctly and resubmitted by deadline.

• CSC stays on top of your filing dates in Delaware to make sure your submissions are on time and include the proper information to avoid rejection.

Execution in Delaware has specific conventions. For corporations, an officer must execute documents and must include his or her title. For limited liability companies, an authorized person, manager, or member may execute documents. For limited partnerships, the general partners must execute documents. CSC can help you organize the required client signatures to execute before the Delaware filing deadlines.

Delaware has a global filing procedure that can secure filing dates 365 days a year. You need to notify the state at least 24 hours before submitting the document, requesting the specific filing date and time. Thanks to CSC’s extended hours, you can reach one of our staff to initiate a global filing procedure and meet the 24-hour deadline.

Yes, CSC works with Delaware to provide a 30-minute service to clients for an additional fee on top of the regular filing fees. You should know, however, that not all filings fit the criteria. For example, pre-clearances are not allowed. You may have more success with a 30-minute submission if the submission meets the following criteria:

• The document has been pre-cleared with a clear letter (no errors)

• The pre-cleared document is the exact document that was submitted

• All franchise taxes and annual reports are paid and filed in advance

• The entity is in good standing

The professionals at CSC have years of experience submitting last-minute filings. Count on us to execute your filings on time—and on budget.

Delaware allows you to file a Corrected Certificate or Certificate of Correction if you previously filed a document that was an inaccurate record of the corporate action or that was defectively or erroneously executed.

There’s a difference between the two types of corrections: A Certificate of Correction amends only the original error. It applies retroactively to the original document being corrected. When you request a certified copy of this document, you will automatically receive the original document as well as the correction. A Corrected Certificate corrects not only the inaccuracy, but also recites the document in its entirety. When you request a certified copy, you will receive just the Corrected Certificate. This is generally more cost-effective (and often less confusing) when more than one article of the document is being corrected.

CSC can help you manage Certificates of Correction and Corrected Certificates in Delaware to ensure that you always have the proper documents on file.

You generally file a restated Certificate of Incorporation with the State of Delaware. It’s essentially a compilation of all of your documents previously on record with the state. If your entity has more than 15 documents on file with the state, it’s a cost-effective, less confusing option. You must include previously filed designations in a restated certificate if they're still in effect. If you don’t include previously filed designations, they’re considered eliminated and no longer in effect. This would be especially confusing if you attempted to file a Certificate of Increase and discovered your designation has essentially been wiped out or eliminated.

When a corporation is merging, dissolving, or converting, it's required to file all annual reports due at the time of filing the specific merger, dissolution, or conversion document. All annual reports due with filings can be submitted 24 hours before the filing.

Additionally, when converting to a Delaware entity, corporations must submit their formation document with the conversion document. CSC’s Concierge Legal Services can help your team manage the details of business mergers, dissolutions, and conversions from start to finish. You’ll find our attentive handling of your filings invaluable in situations where your clients are located in other states or countries.

Delaware allows pre-clearance on all document types except annual reports. More complex filings that are often pre-cleared include mergers, conversions, and restated certificates. Delaware charges $100 for a 24-hour expedited pre-clearance and $500 for a two-hour expedited pre-clearance. All 24-hour pre-clearances and two-hour pre-clearances must be submitted before 7:00 p.m. ET CSC will ensure that no matter where you are in the world, your pre-clearance is submitted on deadline, Monday through Friday.