LeapLaw Blawg: LeapLaw's 50 State Blawg

Domestic Corporation Reinstatement (TX)

Fri, 22 Aug 2008 15:43:00EST

Pursuant to Texas General Laws Subchapter F, Chapter 11 of the BOC, to successfully reinstate a Texas corporation that has been involuntarily terminated or voluntarily terminated the following procedure must be followed:

To be reinstated, the company must file no later than its 3rd anniversary of the effective date of the certificate of termination, date of involuntary termination or certificate of revocation (foreign entities).

Letter of Eligibility: A letter of eligibility must be issued from the Texas Comptroller of Public Accounts must be obtained stating that the entity has satisfied all franchise tax liabilities and may be reinstated. This may be done by contacting the Comptroller at 512-463-4600 or via email at tax.help@cpa.state.tx.us or working with your preferred service company to obtain what reports are due. All past due reports must be filed.

IMPORTANT NOTE: If the reports are sent via mail or fax directly to the Comptroller it will take up to 8 weeks to receive a certificate. If the reports are walked in by a service company representative, the clearance may be immediate.

Certificate of Reinstatement: Once the past due reports are filed and the tax clearance is obtained, an Certificate for Reinstatement is filed with the Texas Secretary of State (TX SOS) together with the tax clearance certificate.

Execution and Filing: Application is signed by an officer of the corporation. Duplicate originals of the certificate together with the tax good standing certificate is submitted to the TX SOS. Fax copies are accepted.

Filing Fee: $75.00.

Revocation/Reinstatement, Generally

A corporation may be involuntarily dissolved (in the case of a domestic corporation) or its authority to do business may be revoked (in the case of foreign corporations) by the secretary of state or other official for failure to:

(a) file annual reports
(b) pay state taxes
(c) pay franchise taxes and/or penalties
(d) maintain a resident agent
(e) notify the state of certain changes required by statute.

Additionally, a company may be dissolved or have its authority to do business revoked for misrepresentation, abuse or any violation of state law. Most states provide prior notice to any revocation action.

State law varies on the manner in which a corporations legal existence can be revived once it has been revoked. Some state statutes provide for revival simply by filing the past due annual reports, paying taxes and/or penalties to date. Other states require the filing of a certificate of revival together with any past due reports, taxes and/or fees. Some states require the company to re-qualify entirely. Checking the status of a corporation in a state may also be done on-line in many cases at LeapLaw's Corporate Connection or by contacting your preferred service company.

Merger - Domestic LLC with Domestic LLC (Delaware)

Fri, 22 Aug 2008 13:43:00EST

Pursuant to � 18-209 of the Delaware Limited Liability Company Act, 1 or more domestic limited liability companies may merge with 1 or more domestic limited liability companies by filing an Agreement of Merger with the Delaware Secretary of State (DE SOS). In lieu of filing the Agreement of Merger, the surviving or resulting entity may file a Certificate of Merger with the DE SOS.

Consent: Unless a limited liability company agreement provides otherwise, an Agreement of Merger shall be approved by the members (Consent of Members), or each class or group of members, of each domestic limited liability company, by members who own more than 50 percent of the then current percentage or other interest in the profits of the domestic limited liability company owned by all of the members or by the members in each class or group, as appropriate.

Tax Clearance: A tax clearance certificate is not required, but the Delaware company merging out of existence must be in good standing with the DE SOS.

Execution and Filing: The certificate is signed by an authorized person of the surviving limited liability company. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fee: $100.00. Expedited services are available for additional fees.

For more information regarding mergers, see LeapLaw's Merger Best Practice Summary.

Foreign Corporation - Withdrawal (Texas)

Fri, 08 Aug 2008 14:42:00EST

Pursuant to the Texas Business Corporation Act (Tex. Bus. Corp. Act Art. 9.011 et seq.), a foreign filing entity that has ceased doing business in Texas may withdraw by filing Form 608, Certificate of Withdrawal of Registration with the Texas Secretary of the State (TX SOS).

Online Filing: Form 608 may be filed online via SOS Direct. An account is opened for free. A credit card is provided and will be charged only when a filing or request is made.

Withdrawal vs. Terminate: If the corporation has been dissolved in its home state, a foreign entity registered to do business in TX may TERMINATE its certificate of authority by filing evidence (certified copies or a certificate of fact). In this case no tax clearance from the comptrollers office is required.

If the corporation remains active in its domestic state, the foreign entity WITHDRAWS from doing business in Texas.

Tax Clearance: A voluntary withdrawal of registration must be accompanied by a Certificate of Account Status (#05-359) from the Texas Comptroller of Public Accounts indicating that the franchise taxes have been paid and the company is in good standing. Requests can be directed to Tax Assistance Section at (512) 463-4600 or via email at tax.help@cpa.state.tx.us.

NOTE: If the application for tax clearance is mailed or submitted directly to the Comptroller's office turnaround time can take up to 8 weeks. If the application is walked in by a local service company, the certificate may be issued same day.

Execution and Filing: Certificate must be signed by an officer of the corporation. Faxed copy is acceptable.

Effective Date: May be within 90 days after the filing is made.

Filing Fee: $15.00 plus taxes due.

Withdrawals, Generally

Once a corporation, or limited liability company, qualifies or registers to do business in a state other than its state of formation, it remains qualified or registered until it is withdrawn or its qualification is revoked by the Secretary of State for failure to file annual reports, pay taxes or abide by other state obligations imposed upon qualification or registration.

A company may choose to withdraw because it has merged out of existence or dissolved in its home state or simply because it has ceased doing business, closed its offices or no longer has employees in the foreign state and therefore, no longer must be obligated for taxes and annual filings in the state.

For more information regarding foreign corporations, see LeapLaw's Foreign Qualification Best Practice Summary.

Merger - Foreign Corporation into Domestic Corporation (Delaware)

Thu, 07 Aug 2008 12:50:00EST

Pursuant to � 252 of the Delaware General Corporation Law (DGCL), 1 or more domestic corporations may merge with 1 or more corporations of another state by filing an Agreement of Merger, with the Delaware Secretary of State (DE SOS). In lieu of filing the Agreement of Merger, the surviving corporation may file a Certificate of Merger with the DE SOS.

Consent (Domestic Corporations): An Agreement of Merger must be approved by the stockholders and/or directors of the constituent corporations.

Prior to Stock Issuance: Resolution of the board of directors.

After Stock Issuance:
Generally: Resolution of the board of directors and majority of all voting stockholders at a meeting or by written consent; or Resolution of directors and unanimous written consent of all stockholders entitled to vote.

Parent/Subsidiary Merger: No vote of stockholders of a constituent corporation is necessary to authorize a merger with or into a single direct or indirect wholly-owned subsidiary of such constituent corporation pursuant to the conditions of � 251(g) of the DGCL.

Domestic Survivor: No vote of stockholders of a constituent corporation surviving a merger is necessary pursuant to the conditions of � 251(f) of the DGCL.

Consent (Foreign Corporations): The Agreement of Merger is approved in accordance with the laws under which it is organized.

Tax Clearance: A tax clearance is not required, but if the foreign corporation is registered to do business in Delaware it must be in good standing with the DE SOS.

Execution and Filing: The certificate is signed by a corporate officer of the surviving or resulting corporation. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fee: $174.00 plus $9.00 for each additional page over 1 page. Expedited services are available for additional fees.

For more information regarding mergers, see LeapLaw's Merger Best Practice Summary.

Merger - Domestic Corporation into Foreign Corporation (Delaware)

Thu, 07 Aug 2008 12:33:00EST

Pursuant to � 252 of the Delaware General Corporation Law (DGCL), 1 or more domestic corporations may merge with 1 or more corporations of another state by filing an Agreement of Merger, with the Delaware Secretary of State (DE SOS). In lieu of filing the Agreement of Merger, the surviving corporation may file a Certificate of Merger with the DE SOS.

Consent (Domestic Corporations): An Agreement of Merger must be approved by the stockholders and/or directors of the constituent corporations.

Prior to Stock Issuance: Resolution of the board of directors.

After Stock Issuance:
Generally: Resolution of the board of directors and majority of all voting stockholders at a meeting or by written consent; or Resolution of directors and unanimous written consent of all stockholders entitled to vote.

Parent/Subsidiary Merger: No vote of stockholders of a constituent corporation is necessary to authorize a merger with or into a single direct or indirect wholly-owned subsidiary of such constituent corporation pursuant to the conditions of � 251(g) of the DGCL.

Consent (Foreign Corporations): The Agreement of Merger is approved in accordance with the laws under which it is organized.

Tax Clearance: A tax clearance is not required, but the corporation merging out of existence must be in good standing with the DE SOS.

Execution and Filing: The certificate is signed by a corporate officer of the surviving or resulting corporation. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fee: $174.00 plus $9.00 for each additional page over 1 page. Expedited services are available for additional fees.

For more information regarding mergers, see LeapLaw's Merger Best Practice Summary.

Conversions: Domestic LLC with Domestic LP (Delaware)

Mon, 04 Aug 2008 17:35:00EST

Pursuant to � 17-217 of the Delaware Limited Liability Company Act, a Delaware limited liability company may convert to a Delaware limited partnership by filing a Certificate of Conversion and Certificate of Limited Partnership with the Delaware Secretary of State.

Consent: The conversion shall be approved in the manner provided for by the governing document of the other entity or by applicable law, as appropriate. A partnership agreement shall be approved by the same authorization required to approve the conversion. Such approval shall include the approval of any person who, at the effective date or time of the conversion, shall be a partner of the limited partnership.

Tax Clearance: A tax clearance certificate is not required, but Delaware entities converting to any other non-Delaware or domestic entity must pay all applicable taxes prior to conversion.

Execution and Filing: The Certificate of Conversion and Certificate of Limited Partnership are signed by the general partners. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fees:

Certificate of Conversion: $200.00. Expedited services are available for additional fees.

Certificate of Limited Partnership: $200.00. Expedited services are available for additional fees.

Limited Partnerships, Generally

A limited partnership (LP) is a two-tiered partnership requiring at least one general partner and at least one limited partner. General partners may be a corporation or other business entity if so provided for in the entitys governing documents. Limited partners do not have personal liability for debts and obligations of the limited partnership provided that they do not participate in operation and management of the business. General partners are responsible for the management and control of the limited partnership and have full exposure to liability just as partners in a general partnership. Unlike limited liability companies and general partnerships, limited partnership must be governed by a written agreement.

For more information regarding forming a limited partnership, see LeapLaw's Limited Partnership Best Practice Summary.

Conversions: Foreign LP with Domestic LLC (Delaware)

Mon, 04 Aug 2008 16:10:00EST

Pursuant to � 18-214 of the Delaware Limited Liability Company Act, a non-Delaware limited partnership may convert to a Delaware limited liability company by filing a Certificate of Conversion and Certificate of Formation with the Delaware Secretary of State.

Consent: The conversion shall be approved in the manner provided for by the governing document of the other entity or by applicable law, as appropriate. A limited liability company agreement shall be approved by the same authorization required to approve the conversion.

Tax Clearance: A tax clearance certificate is not required, but Delaware entities converting to any other non-Delaware or domestic entity must pay all applicable taxes prior to conversion.

Execution and Filing: The certificates are signed by a corporate officer. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fees:

Certificate of Conversion: $90.00. Expedited services are available for additional fees.

Certificate of Formation: $90.00. Expedited services are available for additional fees.

Conversions, Generally:

Any business entity may want to convert into another type of entity. All states do not have statutes for converting business entities. For a quick reference of conversion statutes in 50 states, see LeapLaw's 50 State Conversions Chart.

Conversions differ from mergers in that conversion occurs when a single entity wants to change its entity type. This occurs for various reasons. An LLC may opt to become a corporation to attract more conventional investors, for instance. A merger is a result of one or more business entities merging to become one entity.

The effect conversions are generally that the:

Business entity's structure changes to that of another entity as provided by the applicable statute.
The federal identification number may remain the same after filing a IRS Form SS-4 is forwarded to the Internal Revenue Service changing the status of the entity. This is done by paying particular attention to sections 16a-c.

State corporate forms may be found at LeapLaw's Corporate/LLC Connection

Conversions: Foreign Corp with Domestic LLC (Delaware)

Mon, 04 Aug 2008 14:23:00EST

Pursuant to � 18-214 of the Delaware Limited Liability Company Act, a non-Delaware corporation may convert to a Delaware limited liability company by filing a Certificate of Conversion and Certificate of Formation with the Delaware Secretary of State.

Consent: The conversion shall be approved in the manner provided for by the governing document of the other entity or by applicable law, as appropriate. A limited liability company agreement shall be approved by the same authorization required to approve the conversion.

Tax Clearance: A tax clearance certificate is not required, but Delaware entities converting to any other non-Delaware or domestic entity must pay all applicable taxes prior to conversion.

Execution and Filing: The certificates are signed by a corporate officer. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fees:

Certificate of Conversion: $90.00. Expedited services are available for additional fees.

Certificate of Formation: $90.00. Expedited services are available for additional fees.

Conversions, Generally:

Any business entity may want to convert into another type of entity. All states do not have statutes for converting business entities. For a quick reference of conversion statutes in 50 states, see LeapLaw's 50 State Conversions Chart.

Conversions differ from mergers in that conversion occurs when a single entity wants to change its entity type. This occurs for various reasons. An LLC may opt to become a corporation to attract more conventional investors, for instance. A merger is a result of one or more business entities merging to become one entity.

The effect conversions are generally that the:

Business entity's structure changes to that of another entity as provided by the applicable statute.
The federal identification number may remain the same after filing a IRS Form SS-4 is forwarded to the Internal Revenue Service changing the status of the entity. This is done by paying particular attention to sections 16a-c.

State corporate forms may be found at LeapLaw's Corporate/LLC Connection

Conversions: Domestic Corp with Foreign LLC (Delaware)

Fri, 01 Aug 2008 15:22:00EST

Pursuant to 8 � 266 of the Delaware General Corporation Law, a domestic corporation may convert to a non-Delaware entity by filing a Certificate of Conversion with the Delaware Secretary of State.

Consent: The conversion must be approved by the directors and stockholders of the domestic corporation which desires to convert.

Prior to Stock Issuance: Resolution of the board of directors.

After Stock Issuance: Resolution of the board of directors and all stockholders, whether voting or nonvoting at a meeting or by unanimous written consent.

Tax Clearance: A tax clearance certificate is not required, but the domestic corporation must pay all applicable taxes prior to conversion.

Execution and Filing: The certificate is signed by a corporate officer. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fee: $179.00 for a 1 page document plus $9.00 for each additional page. Expedited services are available for additional fees.

Conversions, Generally:

Any business entity may want to convert into another type of entity. All states do not have statutes for converting business entities. For a quick reference of conversion statutes in 50 states, see LeapLaw's 50 State Conversions Chart.

Conversions differ from mergers in that conversion occurs when a single entity wants to change its entity type. This occurs for various reasons. An LLC may opt to become a corporation to attract more conventional investors, for instance. A merger is a result of one or more business entities merging to become one entity.

The effect conversions are generally that the:

Business entity's structure changes to that of another entity as provided by the applicable statute.
The federal identification number may remain the same after filing a IRS Form SS-4 is forwarded to the Internal Revenue Service changing the status of the entity. This is done by paying particular attention to sections 16a-c.

State corporate forms may be found at LeapLaw's Corporate/LLC Connection

Foreign Corporation - Correction (Florida)

Wed, 30 Jul 2008 11:45:00EST

Pursuant to Florida Business Corporation Act (Fla. Stat. Ann. � 607.1504), within 30 days of submitting a filing, a foreign corporation may correct inaccurate information contained in a filing by filing aArticles of Correction with the Florida Dept. of State:

Name Change

Jurisdiction

Duration and

Purpose (purpose can only be changed on a nonprofit corporation)

Filing and Execution: The amendment is signed by an officer of the company.

Filing Fee: $35.00, add $8.75 for a certified copy. Payable to the FL Dept. of State.

Conversions: Foreign LLC with Domestic Corp (Delaware)

Tue, 29 Jul 2008 15:01:00EST

Pursuant to 8 � 265 of the Delaware General Corporation Law, a foreign limited liability company may convert to a Delaware corporation by filing a Certificate of Conversion and a Certificate of Incorporation with the Delaware Secretary of State.

Consent: The conversion shall be approved in the manner provided for by the governing document of the other entity or by applicable law, as appropriate. A certificate of incorporation shall be approved by the same authorization required to approve the conversion.

Tax Clearance: A tax clearance certificate is not required, but Delaware entities converting to any other non-Delaware or domestic entity must pay all applicable taxes prior to conversion.

Execution and Filing: The certificate is signed by a corporate officer. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fees:

Certificate of Conversion: $99.00 for a 1 page document plus $9.00 for each additional page. Expedited services are available for additional fees.

Certificate of Incorporation:

$89.00 State file fee for an incorporation maximum shares for the minimum filing fee (3000 shares at penny par). Expedited services are available for additional fees.

Fee Calculator

Additional fees include your fee for registered agent services

Turnaround time: Standard turnaround time in Delaware can take up to two weeks. To receive evidence within 24 hours, the filing may be made on as a "MUST" filing for a state fee of $50.00.

Incorporations, Generally

A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

A complete incorporation process generally consists of:
" Determining name availability and possibly reserving the name
" Performing trademark, trade name and domain name preliminary or full searches
" Preparing a charter document for filing
" Drafting bylaws
" Preparing consent of incorporator (if applicable under relevant state law)
" Preparing an organizational consent of directors
" Obtaining the federal tax identification number by preparing IRS Form SS-4
" Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
" Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
" Creating a stock ledger
" Preparing and filing applications of foreign qualifications (if any)
" Organizing the minute book

For more information regarding incorporations, see LeapLaw's Delaware Incorporation Best Practice Summary.

Conversions: Domestic LLC with Domestic Corp (Delaware)

Tue, 29 Jul 2008 14:31:00EST

Pursuant to 8 � 265 of the Delaware General Corporation Law, a Delaware limited liability company may convert to a Delaware corporation by filing a Certificate of Conversion and a Certificate of Incorporation with the Delaware Secretary of State.

Consent: The conversion shall be approved in the manner provided for by the governing document of the other entity or by applicable law, as appropriate. A certificate of incorporation shall be approved by the same authorization required to approve the conversion.

Tax Clearance: A tax clearance certificate is not required, but Delaware entities converting to any other non-Delaware or domestic entity must pay all applicable taxes prior to conversion.

Execution and Filing: The certificate is signed by a corporate officer. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fees:

Certificate of Conversion: $99.00 for a 1 page document plus $9.00 for each additional page. Expedited services are available for additional fees.

Certificate of Incorporation :

$89.00 State file fee for an incorporation maximum shares for the minimum filing fee (3000 shares at penny par). Expedited services are available for additional fees.

Fee Calculator

Additional fees include your fee for registered agent services

Turnaround time: Standard turnaround time in Delaware can take up to two weeks. To receive evidence within 24 hours, the filing may be made on as a "MUST" filing for a state fee of $50.00.

Incorporations, Generally

A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

A complete incorporation process generally consists of:
" Determining name availability and possibly reserving the name
" Performing trademark, trade name and domain name preliminary or full searches
" Preparing a charter document for filing
" Drafting bylaws
" Preparing consent of incorporator (if applicable under relevant state law)
" Preparing an organizational consent of directors
" Obtaining the federal tax identification number by preparing IRS Form SS-4
" Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
" Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
" Creating a stock ledger
" Preparing and filing applications of foreign qualifications (if any)
" Organizing the minute book

For more information regarding incorporations, see LeapLaw's Delaware Incorporation Best Practice Summary.

LLP Formation Summary (Delaware)

Tue, 29 Jul 2008 12:55:00EST

Pursuant to � 15-1001 of the Delaware Partnership Act a domestic partnership may be formed as, or may become a limited liability partnership by filing a Statement of Qualification with the Delaware Secretary of State (DE SOS). The original partnership agreement of the partnership must state that the partnership was formed as a limited liability partnership.

Consent: An existing partnership must approve the terms and conditions on which the partnership becomes a limited liability partnership including the amendment of the partnership agreement. And in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the approval to amend those provisions.

Execution and Filing: The Statement of Qualificationis executed by an authorized person or partner.

Filing Fee: $200.00 per partner. Faxed copies are acceptable. Conformed signatures are acceptable.

Post-Filing: Annual reports are due on or before June 1. The DE SOS will notify the LLPs registered agent of the annual report filing by March 31 and provide an annual report form.

Domestic Amendment (Tennessee)

Fri, 25 Jul 2008 13:58:00EST

Pursuant to Tennessee Business Corporation Act (Tenn. Code Ann. � 48-11-101 et seq.), a Tennessee corporation files Articles of Amendment with the Tennessee Secretary of State (TN SOS) to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not otherwise required.

Online Filing: online is available for amendments.

Consent of Directors or Shareholders: Pursuant to Chapter 156D, Section 10.05 the directors may authorize the following amendments without shareholder action:

(1) to extend the duration of the corporation;

(2) if the corporation has only one class of shares outstanding: (a) to change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or (b) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;

(3) to change the corporate name by substituting the word corporation, incorporated, company, limited, or the abbreviation corp., inc., co., or ltd., for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;

(4) to reflect a reduction in authorized shares, as a result of the operation of subsection (b) of section 6.31, when the corporation has acquired its own shares and the articles of organization prohibit the reissue of the acquired shares;

(5) to delete a class or series of shares from the articles of organization, as a result of the operation of subsection (b) of section 6.31 or of the conversion of the shares, when there are no remaining shares of the class or series because the corporation has acquired all shares of the class or series, or all shares of the class or series have been converted into other securities, and the articles of organization prohibit the reissue of the acquired or converted shares; or

Other amendments require shareholder consent pursuant to Section 10.03.

Execution and Filing: The Articles of Amendment are signed by a corporate officer. Amendment can be filed online. Fax copies are accepted as well.

Filing Fee: $100.00

Amendments, Generally

A corporations charter consists of a certificate or articles of incorporation or organization (titles of documents vary from state to state) and all amendments thereto, on file with the secretary of state of the state of incorporation of the corporation.

Amending the Charter. Following the initial filing of the "charter", the information on file may be amended and/or restated using the required form (i.e. amendment to articles, restated articles or amended and restated articles). State laws provide whether a resolution of directors and/or stockholders is required to in order to authorize critical amendments such as corporate name, stock, designations and rights, business purpose and the like.

Some state laws allow directors to authorize and designate a new series of stock within a previously authorized class without the approval of stockholders. Such previously authorized preferred stock is commonly referred to as " blank check".

Restating the Charter. Filing a certificate or articles of restatement of a charter combines the charter and all subsequently filed amendments into a single document known as a restated charter. It is common practice to restate a charter when a corporation has many amendments on file. Restatements do not change the substance of the document and are done simply to make the charter as amended easier to read and understand. However, a restatement may also contain new amendments, in which case the resulting document is referred to as an "amended and restated" charter.

SEC Filing Requirement.The restatement of a public company's articles of incorporation, with substantive amendments to those articles, trigger a Form 8-K filing requirement. If the company is merely restating its articles of incorporation, i.e. a restatement that consolidates previous amendments without any substantive changes to the articles of incorporation, an Item 5.03 8-K filing is not required. However, the SEC recommends that public companies refile their complete restated articles of incorporation in its next periodic report for ease of reference by investors.

Certificates of Change. Generally, matters prompting certificates of change will require a resolution of directors only and not a stockholders' vote (except in the case of changes to the board of directors). Certificates of change are required in some states in order to modify information contained in the charter that is not considered to be permanent information. Examples of this information are:

list of officers and directors

principal address

fiscal year end

resident agent.

NOTE: The corporate purpose may need to include the option to become a partner in a limited partnership. If such a clause is not included, the company may not be authorized to act as a general partner. State laws can be checked using LeapLaw's Corporate Connection.

LLC Amendment (Arkansas)

Fri, 25 Jul 2008 13:31:00EST

Pursuant to the Small Business Entity Tax Pass Through Act, Act 1003 of 1993 (AR Code Ann. � 4-32-203), a Articles of Organization are amended by filing Articles of Amendment to Articles of Organization with the Arkansas Secretary of State (AR SOS).

Articles may be filed online.

Filing Fee: $22.50 if filed online. $25.00 if filed by hard copy.

An amendment to the certificate is filed whenever:

(a) A manager or, if there is no manager, then any member, who becomes aware that any statement in a certificate of organization is false or (b) that any matter described in the certificate of organization has changed, making the certificate of organization false in any material respect

(b) Articles of organization shall be amended to reflect (i) the designation of managers of a limited liability company which theretofore did not have managers or (ii) any change in the managers of a limited liability company or other authorized signatories.

(c) At any time for any other proper purpose.

A consent of member or managers may be required prior to amending the articles of organization. Requirement for consent of managers of members will be contained in the operating agreement.

Amending the LLC Operating Agreement: Provisions for amending the operating agreement are provided for in the operating agreement. Typically, an amended operating agreement is a new agreement entitled "Amended Operating Agreement" but it can also be an attachment to the original operating agreement. This is typically done when new members are admitted, among other reasons.

Reinstatement (Kentucky)

Wed, 02 Jul 2008 08:41:00EST

To successfully reinstate a Kentucky corporation that has been administratively dissolved, a reinstatement package must be requested. This can be done on the Kentucky Secretary of State's (KY SOS) web site.

Clearances:

Department of Revenue: A letter of good standing from the Corporation Income and License Tax Branch. The letter confirms that all taxes have been paid and the company is eligible for reinstatement.

Kentucky Department of Revenue
Corporation Income and License Tax Branch
200 Fair Oaks Lane
PO Box 181, Station 52
Frankfort, Kentucky 40602-0181
Phone: (502) 564-8139

Department for Workforce Investment: As of July 1, 2008, administratively dissolved corporations must obtain and file a certificate from the Division of Unemployment Insurance that recites that all employer contributions, interest, penalties, and service capacity upgrade fund assessments have been paid along with other reinstatement requirements.

Additional Information

Revocation/Reinstatement, Generally

A corporation may be involuntarily dissolved (in the case of a domestic corporation) or its authority to do business may be revoked (in the case of foreign corporations) by the secretary of state or other official for failure to:

(a) file annual reports
(b) pay state taxes
(c) pay franchise taxes and/or penalties
(d) maintain a resident agent
(e) notify the state of certain changes required by statute.

Additionally, a company may be dissolved or have its authority to do business revoked for misrepresentation, abuse or any violation of state law. Most states provide prior notice to any revocation action.

State law varies on the manner in which a corporations legal existence can be revived once it has been revoked. Some state statutes provide for revival simply by filing the past due annual reports, paying taxes and/or penalties to date. Other states require the filing of a certificate of revival together with any past due reports, taxes and/or fees. Some states require the company to re-qualify entirely. Checking the status of a corporation in a state may also be done on-line in many cases at LeapLaw's Corporate Connection or by contacting your preferred service company.

Mergers (Florida)

Wed, 02 Jul 2008 08:29:00EST

House Bill 419 effective July 1, 2008 provides that domestic business entities are no longer required to file articles of merger if the entity is (a) named as a constituent party in the articles of merger filed by the other party to the merger and (2) the articles of merger comply with the statutory requirements for that particular entity type.

Merger Domestic Corporation into Domestic Corporation (Delaware)

Tue, 01 Jul 2008 23:36:00EST

Pursuant to � 251 of the Delaware General Corporation Law (DGCL), 2 or more domestic corporations may merge into a single corporation by filing an Agreement of Merger with the Delaware Secretary of State (DE SOS). In lieu of filing the Agreement of Merger, the surviving corporation may file a Certificate of Merger with the DE SOS.

Consent: An Agreement of Merger must be approved by the stockholders and/or directors of the constituent corporations.

Prior to Stock Issuance: Resolution of the board of directors.

After Stock Issuance:
Generally: Resolution of the board of directors and majority of all voting stockholders at a meeting or by written consent; or Resolution of directors and unanimous written consent of all stockholders entitled to vote.

Parent/Subsidiary Merger: No vote of stockholders of a constituent corporation is necessary to authorize a merger with or into a single direct or indirect wholly-owned subsidiary of such constituent corporation pursuant to the conditions of � 251(g) of the DGCL.

Domestic Survivor: No vote of stockholders of a constituent corporation surviving a merger is necessary pursuant to the conditions of � 251(f) of the DGCL.

Tax Clearance: A tax clearance is not required, but the corporation merging out of existence must be in good standing with the DE SOS.

Execution and Filing: The certificate is signed by a corporate officer. Faxed copies are acceptable. Conformed signatures are acceptable.

Filing Fee: $174.00 plus $9.00 for each additional page over 1 page. Expedited services are available for additional fees.

For more information regarding mergers, see LeapLaw's Merger Best Practice Summary.

Domestic Reinstatement (New Hampshire)

Tue, 01 Jul 2008 09:55:00EST

Pursuant to New Hampshire Business Corporation Act (N.H. Rev. Stat. Ann. � 293A:14.22 et seq.) to successfully reinstate a New Hampshire corporation that has been administratively dissolved you must request a reinstatement package from the NH SOS. The NH SOS prepares a letter specific to the entity's situation and provides forms and fees for reinstatement.

Name availability will also needed to be checked.

Contact Info:

Corporate Division - (603) 271-3246
Information line is open from 8:30am - 4:00pm

Email: corporate@sos.state.nh.us

Once the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.

Revocation/Reinstatement, Generally

A corporation may be involuntarily dissolved (in the case of a domestic corporation) or its authority to do business may be revoked (in the case of foreign corporations) by the secretary of state or other official for failure to:

(a) file annual reports
(b) pay state taxes
(c) pay franchise taxes and/or penalties
(d) maintain a resident agent
(e) notify the state of certain changes required by statute.

Additionally, a company may be dissolved or have its authority to do business revoked for misrepresentation, abuse or any violation of state law. Most states provide prior notice to any revocation action.

State law varies on the manner in which a corporations legal existence can be revived once it has been revoked. Some state statutes provide for revival simply by filing the past due annual reports, paying taxes and/or penalties to date. Other states require the filing of a certificate of revival together with any past due reports, taxes and/or fees. Some states require the company to re-qualify entirely. Checking the status of a corporation in a state may also be done on-line in many cases at LeapLaw's Corporate Connection or by contacting your preferred service company.

Domestic Amendment (New Hampshire)

Tue, 01 Jul 2008 09:10:00EST

Pursuant to New Hampshire Business Corporation Act (N.H. Rev. Stat. Ann. � 293A:1.01 et seq.) a New Hampshire corporation should file Articles of Amendment to the Articles of Incorporation with the New Hampshire Secretary of State (NH SOS) to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation.

Consent of Directors or Shareholders: Pursuant to N.H. Rev. Stat. Ann. � 293A:10.02 the directors may authorize the following amendments without shareholder action:

(1) to extend the duration of the corporation;
(2) to delete the names and addresses of the initial directors;
(3) to delete the name and address of the initial registered agent or registered office;
(4) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(5) to change the corporate name by substituting "corporation,' "incorporated,' "limited,' or the abbreviation "corp.,' "inc.,' or "ltd.,' for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name.

Other amendments require shareholder consent pursuant to � 293A:10.03 .

Execution and Filing: The Articles of Amendment to the Articles of Incorporation are signed by a corporate officer. The original must be submitted to the NH SOS.

Filing Fee: $35.00

Amendments, Generally

A corporations charter consists of a certificate or articles of incorporation or organization (titles of documents vary from state to state) and all amendments thereto, on file with the secretary of state of the state of incorporation of the corporation.

Amending the Charter. Following the initial filing of the "charter", the information on file may be amended and/or restated using the required form (i.e. amendment to articles, restated articles or amended and restated articles). State laws provide whether a resolution of directors and/or stockholders is required to in order to authorize critical amendments such as corporate name, stock, designations and rights, business purpose and the like.

Some state laws allow directors to authorize and designate a new series of stock within a previously authorized class without the approval of stockholders. Such previously authorized preferred stock is commonly referred to as " blank check".

Restating the Charter. Filing a certificate or articles of restatement of a charter combines the charter and all subsequently filed amendments into a single document known as a restated charter. It is common practice to restate a charter when a corporation has many amendments on file. Restatements do not change the substance of the document and are done simply to make the charter as amended easier to read and understand. However, a restatement may also contain new amendments, in which case the resulting document is referred to as an "amended and restated" charter.

SEC Filing Requirement.The restatement of a public company's articles of incorporation, with substantive amendments to those articles, trigger a Form 8-K filing requirement. If the company is merely restating its articles of incorporation, i.e. a restatement that consolidates previous amendments without any substantive changes to the articles of incorporation, an Item 5.03 8-K filing is not required. However, the SEC recommends that public companies refile their complete restated articles of incorporation in its next periodic report for ease of reference by investors.

Certificates of Change. Generally, matters prompting certificates of change will require a resolution of directors only and not a stockholders' vote (except in the case of changes to the board of directors). Certificates of change are required in some states in order to modify information contained in the charter that is not considered to be permanent information. Examples of this information are:

list of officers and directors

principal address

fiscal year end

UCC Searches (New Hampshire)

Tue, 01 Jul 2008 00:37:00EST

UCC Financing Statements are filed in New Hampshire with the New Hampshire Secretary of State (NH SOS). Fixture filings will be filed at the county level where the mortgage is registered.

Searches: Online searches are available.

UCC Searches, Generally

A UCC-1 financing statement is used to perfect a security interest, but it does not necessarily override a previous UCC-1 filing already covering the same collateral for the benefit of a different lender. Accordingly, in the course of a secured financing transaction, UCC searches are commonly conducted to determine whether there are outstanding security interests in the same collateral.

Historically, UCC-1s have been filed in paper form in multiple jurisdictions for each security interest. Revised Article 9 ("RA-9") of the Uniform Commercial Code (UCC), effective July 2001 simplified the filing of financing statements. Transition to RA-9 was completed as of July 1, 2006. Per old Article 9 standards, UCC searches would be performed:

Anywhere the company has/had property

Any state in which the company is incorporated and/or qualified

Any county where property is located.

UCC-11s: A "UCC-11 search" is a financing statement search that is certified by the NH SOS and may be ordered through your preferred service company.

A UCC Search Certificate and Perfection Certificate can be found in attachments to credit agreements.

Merger - Domestic LLC into Domestic Corp (Massachusetts)

Sat, 28 Jun 2008 10:30:00EST

Pursuant to Massachusetts General Laws (MGL) Chapter 156D, Section 11 and MGL Chapter 156C, Section 60, any Massachusetts business entity may merge into another by filing Articles of Merger Involving Domestic Entities and Certificate of Merger and Cancelation with the Massachusetts Secretary of State (MA SOS).

In addition to filing the articles of merger, the entities must prepare a plan of merger and each party must consent to the action according to the relevant laws.

Execution and Filing: The Articles of Merger and Certificate of Merger are each executed by an officer of each company. Faxed copies are acceptable. Conformed signatures are not yet accepted.

Filing fee: $250.00 for Articles of Merger. $100.00 for Certificate of Merger and Cancelation.

Good Standing: The entities must be up to date with all annual reports. If the LLC is being merged out when the anniversary date is half over an annual report for the current year will be required. You can check the Secretary of State's web site to determine what reports are due. Each corporate annual report costs $125 ($109 if filed online) and a late fee of $25 per filing is added. The fee for LLC annual report filings are $500.00, no late fee is assessed.

Mergers Generally

For more information regarding mergers, see LeapLaw's Merger Best Practice Summary.

Foreign Corporation - Change of Information (New Mexico)

Wed, 25 Jun 2008 08:25:00EST

If any information that is on file with the New Mexico Public Regulations Commission changes between the filing of the last report on file, the information must be changed within 30 days by filing a Supplemental Report.

Filing Fee: $25.00

Domestic Corporation Reinstatement (New Mexico)

Wed, 25 Jun 2008 08:14:00EST

In order to reinstate a corporation in NM, you must send a written request for internal audit/reinstatement form to the New Mexico Public Regulation Commission. This form can be faxed to 505-476-0324.

LLC Amendment (New York)

Tue, 24 Jun 2008 21:46:00EST

Pursuant to the New York Limited Liability Company Law, (Section 101 et seq.) a limited liability company formed in New York files Amendment to Articles of Organization with the New York Department of State (NY DOS) whenever it:

The Articles of Organization may only be amended to amend or add such provisions that may be lawfully contained in the initial Articles of Organization (i.e., name change, etc.).

A consent of member or managers may be required prior to amending the certificate of organization. Requirement for consent of managers of members will be contained in the operating agreement.

Amending the LLC Operating Agreement: Provisions for amending the operating agreement are provided for in the operating agreement. Typically, an amended operating agreement is a new agreement entitled "Amended Operating Agreement" but it can also be an attachment to the original operating agreement. This is typically done when new members are admitted, among other reasons.

Domestic Reinstatement (New York)

Tue, 24 Jun 2008 07:48:00EST

New York has no provisions for reinstatement. Once administratively dissolved, the company must file a new certificate of incorporation. Upon administrative dissolution, the corporate name is no longer protected and becomes immediately available to any new corporation; therefore, unless the name has been taken by another party, there is no conflict upon the new incorporation.

See New York Corporation Summary.

Revocation/Reinstatement, Generally

A corporation may be involuntarily dissolved (in the case of a domestic corporation) or its authority to do business may be revoked (in the case of foreign corporations) by the secretary of state or other official for failure to:

(a) file annual reports
(b) pay state taxes
(c) pay franchise taxes and/or penalties
(d) maintain a resident agent
(e) notify the state of certain changes required by statute.

Additionally, a company may be dissolved or have its authority to do business revoked for misrepresentation, abuse or any violation of state law. Most states provide prior notice to any revocation action.

State law varies on the manner in which a corporations legal existence can be revived once it has been revoked. Some state statutes provide for revival simply by filing the past due annual reports, paying taxes and/or penalties to date. Other states require the filing of a certificate of revival together with any past due reports, taxes and/or fees. Some states require the company to re-qualify entirely. Checking the status of a corporation in a state may also be done on-line in many cases at LeapLaw's Corporate Connection or by contacting your preferred service company.

LLC Foreign Registration (Texas)

Mon, 23 Jun 2008 14:28:00EST

Pursuant to the Texas Limited Liability Company Act, (Tex. Bus. Corp. Act 3-101 et seq.) a limited liability company forming in Texas files Application for Foreign Registration of an LLC with the Texas Secretary of State (TX SOS).

Online Filing: Application for Registration (form 304) may be filed online via SOS Direct. An account is opened for free. A credit card is provided and will be charged only when a filing or request is made. Filing fee is $300.

LLC Name: The LLC name must contain the word(s) "limited-liability company" "limited company" or "limited L.L.C." "LLC" or "LC", company may be "Co."

Execution and Filing: Executed by organizer and resident agent. Faxed copies acceptable.

Filing Fee: $300.00.

Series LLC (Massachusetts)

Mon, 23 Jun 2008 11:02:00EST

Massachusetts does not currently have statutes providing for series LLCs.

LLC Cancelation (Massachusetts)

Sat, 21 Jun 2008 08:35:00EST

Pursuant to the Massachusetts Limited Liability Company Act, 156C � 14, a limited liability company dissolves by filing Certificate of Cancelation with the Massachusetts Secretary of State (MA SOS).

Online Filing: Online filing is available.

The certificate is filed upon the liquidation of the company or when there are no longer any members. The certificate includes:

(1) the name of the LLC;

(2) the date of filing of its certificate of organization;

(3) the reason for filing the certificate of cancellation;

(4) the effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and

(5) any other information.

Execution and Filing: Certificate of cancelation is signed by any manager, authorized person, or receiver, trustee or court appointed fiduciary and filed with the MA SOS. Faxed copies are acceptable. Online filing is available.

Filing fees: $100.00 payable to Commonwealth of Massachusetts.

LLC Cancelations, Generally

LLCs are dissolved or cancelled pursuant to state law and the company's operating agreement. Generally, if the date of dissolution has not been set in the operating agreement, the company may be dissolved by a consent of members and the filing of a cancellation certificate (or the equivalent) with the secretary of state of the domestic state.

The first step in canceling an LLC is to check to see if the company is in good standing. If it is not, annual reports or other filings may be required in order for the secretary of state to accept the cancellation certificate. You may check an LLCs good standing at LeapLaw's Corporate/LLC Connection.

Like its corporate counterpart, an LLC that is being cancelled may also be required to withdraw from foreign states in which it is registered to do business. Unlike its corporate counterpart, a Form 966 does not need to be filed with the IRS. Rather a final tax return will suffice.

Professional Corporation (Massachusetts)

Fri, 20 Jun 2008 09:02:00EST

Pursuant to Massachusetts General Laws c. 156A, one or more individuals, each of whom is licensed to perform a professional service, may organize a professional corporation by filing Articles of Organization with the Massachusetts Secretary of State:

Corporate Name: The corporate name must include the word "professional corporation" "P.C." or any abbreviation thereof.

Purpose: THe professional purpose must be stated.

Maximum Stock for Minimum Filing Fee: 275,000 shares with or w/o par value. Stockholders is limited to professionally licensed individuals/entities.

Effective Date: Upon filing unless a later effective date of no more than 90 days from date of receipt of filing.

Supplemental Information (not a permanent part of the articles of organization):

Registered Agent: The name and address of the initial registered agent.

Officers/Directors: Must include the President, Treasurer, and Secretary. An individual may hold more than one office. A corporation must have at least three directors if it has three or more shareholders, provided that if permitted by its articles of incorporation it may have as few as a single director regardless of the number of its shareholders. A post office box is not a sufficient address.

Fiscal Year End: The fiscal year end of the corporation.

Principal Office: The street address of the principal office of the corporation.

Office where Records are Kept: The street address where the records of the corporation required to be kept in the Commonwealth are located.

Regulatory Board Approval: A regulatory board certificate must be attached to the articles when submitted to the MA SOS. List of Boards.

Execution and Filing: Articles are signed by the incorporator(s). One executed copy of the Articles of Incorporation is submitted to the MA SOS. You may include an additional copy to receive a date-stamped copy of filing. Fax filing is accepted.

Filing Fee: $275 (if the stock does not exceed 275,000 with or without par value. If the stock does exceed 275,000, then the filing fee is 1/10 of 1% of total capital; no par stock and stock having a par value of $1.00 or less will be calculated as having a par value of $1.00.)

Incorporations, Generally

A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

A complete incorporation process generally consists of:

Determining name availability and possibly reserving the name

Performing trademark, trade name and domain name preliminary or full searches

Preparing a charter document for filing

Drafting bylaws

Preparing consent of incorporator (if applicable under relevant state law)

Preparing an organizational consent of directors

Obtaining the federal tax identification number by preparing IRS Form SS-4

Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

Creating a stock ledger

Preparing and filing applications of foreign qualifications (if any)

Organizing the minute book

For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

Registered Agent - Change/Appoint (Massachusetts)

Fri, 20 Jun 2008 08:34:00EST

Once directors have authorized the change of agent, the change can be made with the Massachusetts Secretary of State as follows:

Online: Filing can be made free of change online. You must request the login information and then file a Certificate of Change of Registered Agent.

Paper Filing: You may also complete and file a Statement of Appointment of Registered Agent. This form is signed by a corporate officer. Filing fee is $25.00.

Registered Agents, Generally

Resident agents are required by state law in the each state in which a corporation, limited liability company, limited partnership or other business entity is qualified to do business. In fact, a company may be involuntarily dissolved or revoked from a state for failure to have a resident agent.

A resident agent is a person or company appointed by a vote of directors to accept service of process or other legal documents such as state or tax notices in a given state on behalf of a corporation, partnership, limited liability company or other business entity. Nearly all state laws require business entities to appoint a resident agent domiciled in the state, although some states, such as Connecticut, New York and Pennsylvania allow the secretary of state to be appointed to serve as agent. Otherwise, any person over 18 years of age (who may or may not be a company official) or a company residing in the particular state, may serve as resident agent.

Companies often contract with a national registered agent service company, such as CT Corporation or National Registered Agents, Inc. Appointing a service company to act as resident agent is often preferred because it lends accountability and insurance that important time-sensitive documents will be expeditiously forwarded to the appropriate person.

Tax Clearance Certificates (Massachusetts)

Fri, 20 Jun 2008 07:45:00EST

A tax clearance certificate or tax lien waiver certificates are obtained from the Massachusetts Department of Revenue (MA DOR):

Online: The certificate may be requested online. You will need to know the company's name and address, employer identification number, the taxes for which the company is liable (use, alcohol/tobacco, sales, corporate, withholding, etc.) and the date that the company first registered. Provided the company is in good standing, the certificate is printed from your desktop.

Businesses filing with more than one ID number must remit a paper application and may not use the online process. Only one certificate may be requested at a time.

Paper Filing: The certificate may also be requested by
paper filing. Once completed, the filing may be faxed to the MA DOR at 617-887-6262.

LLC Amendment (Massachusetts)

Thu, 19 Jun 2008 10:02:00EST

Pursuant to the Massachusetts Limited Liability Company Act (MGL Ch. 156C Section 13), a Certificate of Organization can be amended by filing a Amendment to the Certificate of Organization with the Massachusetts Secretary of State (MA SOS). Forms are not pre-printed by the MA SOS.

An amendment to the certificate is filed whenever:

(a) A manager or, if there is no manager, then any member, who becomes aware that any statement in a certificate of organization is false or (b) that any matter described in the certificate of organization has changed, making the certificate of organization false in any material respect

(b) A certificate of organization shall be amended to reflect (i) the designation of managers of a limited liability company which theretofore did not have managers or (ii) any change in the managers of a limited liability company or other authorized signatories.

(c) At any time for any other proper purpose.

A consent of member or managers may be required prior to amending the certificate of organization. Requirement for consent of managers of members will be contained in the operating agreement.

Amending the LLC Operating Agreement: Provisions for amending the operating agreement are provided for in the operating agreement. Typically, an amended operating agreement is a new agreement entitled "Amended Operating Agreement" but it can also be an attachment to the original operating agreement. This is typically done when new members are admitted, among other reasons.

Foreign Corporation Withdrawal (Massachusetts)

Thu, 19 Jun 2008 09:53:00EST

Pursuant to Massachusetts Business Corporation Act, Chapter 156D � 15.20 a foreign corporation withdraws from doing business in Massachusetts by filing a Certificate of Withdrawal with the Massachusetts Secretary of State (MA SOS).

Tax Clearance: No tax clearance is required but the company must be current with all annual reports. current. If the withdrawal is taking place after more than half the year is over, an annual report for the current year is due with the filing of the certificate of withdrawal. All past due annual reports must be filed. You can check the Secretary of State's web site to determine what reports are due. Each annual report costs $125 ($109 if filed online) and a late fee of $25 per filing is added.

Execution and Filing: Certificate must be signed by an officer of the corporation. Faxed copy is acceptable.

Effective Date: May be within 90 days after the filing is made.

Filing Fee: $100.00

Withdrawals, Generally

Once a corporation, or limited liability company, qualifies or registers to do business in a state other than its state of formation, it remains qualified or registered until it is withdrawn or its qualification is revoked by the Secretary of State for failure to file annual reports, pay taxes or abide by other state obligations imposed upon qualification or registration.

A company may choose to withdraw because it has merged out of existence or dissolved in its home state or simply because it has ceased doing business, closed its offices or no longer has employees in the foreign state and therefore, no longer must be obligated for taxes and annual filings in the state.

For more information regarding foreign corporations, see LeapLaw's Foreign Qualification Best Practice Summary.

Changing Information on File (Massachusetts)

Thu, 19 Jun 2008 09:41:00EST

Domestic Corporations

Certificates of Change. Generally, matters prompting certificates of change will require a resolution of directors only and not a stockholders' vote (except in the case of changes to the board of directors). Certificates of change are required in some states in order to modify information contained in the charter that is not considered to be permanent information. Examples of this information are:

list of officers and directors

principal address

fiscal year end

resident agent.

Domestic Amendment (Georgia)

Thu, 19 Jun 2008 09:02:00EST

Amendments, Generally

A corporations charter consists of a certificate or articles of incorporation or organization (titles of documents vary from state to state) and all amendments thereto, on file with the secretary of state of the state of incorporation of the corporation.

Amending the Charter. Following the initial filing of the "charter", the information on file may be amended and/or restated using the required form (i.e. amendment to articles, restated articles or amended and restated articles). State laws provide whether a resolution of directors and/or stockholders is required to in order to authorize critical amendments such as corporate name, stock, designations and rights, business purpose and the like.

Some state laws allow directors to authorize and designate a new series of stock within a previously authorized class without the approval of stockholders. Such previously authorized preferred stock is commonly referred to as " blank check".

Restating the Charter. Filing a certificate or articles of restatement of a charter combines the charter and all subsequently filed amendments into a single document known as a restated charter. It is common practice to restate a charter when a corporation has many amendments on file. Restatements do not change the substance of the document and are done simply to make the charter as amended easier to read and understand. However, a restatement may also contain new amendments, in which case the resulting document is referred to as an "amended and restated" charter.

SEC Filing Requirement.The restatement of a public company's articles of incorporation, with substantive amendments to those articles, trigger a Form 8-K filing requirement. If the company is merely restating its articles of incorporation, i.e. a restatement that consolidates previous amendments without any substantive changes to the articles of incorporation, an Item 5.03 8-K filing is not required. However, the SEC recommends that public companies refile their complete restated articles of incorporation in its next periodic report for ease of reference by investors.

Certificates of Change. Generally, matters prompting certificates of change will require a resolution of directors only and not a stockholders' vote (except in the case of changes to the board of directors). Certificates of change are required in some states in order to modify information contained in the charter that is not considered to be permanent information. Examples of this information are:

list of officers and directors

principal address

fiscal year end

Domestic Amendment (Hawaii)

Thu, 19 Jun 2008 09:02:00EST

list of officers and directors

principal address

fiscal year end

Domestic Amendment (Florida)

Thu, 19 Jun 2008 09:02:00EST

list of officers and directors

principal address

fiscal year end

Domestic Amendment (District of Columbia)

Thu, 19 Jun 2008 09:01:00EST

list of officers and directors

principal address

fiscal year end

Domestic Amendment (Connecticut)

Thu, 19 Jun 2008 09:00:00EST

list of officers and directors

principal address

fiscal year end

Domestic Amendment (California)

Thu, 19 Jun 2008 09:00:00EST

list of officers and directors

principal address

fiscal year end

Domestic Amendment (Colorado)

Thu, 19 Jun 2008 09:00:00EST

list of officers and directors

principal address

fiscal year end

Domestic Amendment (Arkansas)

Thu, 19 Jun 2008 08:59:00EST

Pursuant to the Arkansas Business Corporation Act (AR Code Ann. � 4-27-101 et seq. ), an Arkansas corporation files Certificate of Amendment with the Arkansas Secretary of State (AR SOS) to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the Articles of Organization.

Online Filing: Online filing is available for amendments.

Consent of Directors or Shareholders: Pursuant to AR Code Ann. � 4-27-1002 the directors may authorize the following amendments without shareholder action:

(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) Delete the names and address of the initial directors;

(3) Change registered agent information (required by AR Code Ann. � 4-20-105(a));

(4) Change each issued and unissued authrozied share of an oustanding class into a greater number of whole shares if the corpraotion has only shares of that class outstanding;

(5) Change the corporate name by substituting the word corporation, incorporated, company, limited, or the abbreviation corp., inc., co., or ltd., for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;

Other amendments require shareholder consent pursuant to AR Code Ann. � 4-27-1003.

Execution and Filing: The Certificate of Amendment are signed by a corporate officer. Amendment can be filed online. Fax copies are accepted as well.

Filing Fee: $50.00 unless the amendment affects the authorized stock. If authorized stock is affected, the filing fee is $100.00. If filed online, filings are $40.00 and $90.00 respectively.

Amendments, Generally

A corporations charter consists of a certificate or articles of incorporation or organization (titles of documents vary from state to state) and all amendments thereto, on file with the secretary of state of the state of incorporation of the corporation.

Amending the Charter. Following the initial filing of the "charter", the information on file may be amended and/or restated using the required form (i.e. amendment to articles, restated articles or amended and restated articles). State laws provide whether a resolution of directors and/or stockholders is required to in order to authorize critical amendments such as corporate name, stock, designations and rights, business purpose and the like.

Some state laws allow directors to authorize and designate a new series of stock within a previously authorized class without the approval of stockholders. Such previously authorized preferred stock is commonly referred to as " blank check".

Restating the Charter. Filing a certificate or articles of restatement of a charter combines the charter and all subsequently filed amendments into a single document known as a restated charter. It is common practice to restate a charter when a corporation has many amendments on file. Restatements do not change the substance of the document and are done simply to make the charter as amended easier to read and understand. However, a restatement may also contain new amendments, in which case the resulting document is referred to as an "amended and restated" charter.

SEC Filing Requirement.The restatement of a public company's articles of incorporation, with substantive amendments to those articles, trigger a Form 8-K filing requirement. If the company is merely restating its articles of incorporation, i.e. a restatement that consolidates previous amendments without any substantive changes to the articles of incorporation, an Item 5.03 8-K filing is not required. However, the SEC recommends that public companies refile their complete restated articles of incorporation in its next periodic report for ease of reference by investors.

Certificates of Change. Generally, matters prompting certificates of change will require a resolution of directors only and not a stockholders' vote (except in the case of changes to the board of directors). Certificates of change are required in some states in order to modify information contained in the charter that is not considered to be permanent information. Examples of this information are:

list of officers and directors

principal address

fiscal year end

LeapLaw Blawg: LeapLaw's 50 State Blawg

Domestic Corporation Reinstatement (TX)

Merger - Domestic LLC with Domestic LLC (Delaware)

Foreign Corporation - Withdrawal (Texas)

Merger - Foreign Corporation into Domestic Corporation (Delaware)

Merger - Domestic Corporation into Foreign Corporation (Delaware)

Conversions: Domestic LLC with Domestic LP (Delaware)

Conversions: Foreign LP with Domestic LLC (Delaware)

Conversions: Foreign Corp with Domestic LLC (Delaware)

Conversions: Domestic Corp with Foreign LLC (Delaware)

Foreign Corporation - Correction (Florida)

Conversions: Foreign LLC with Domestic Corp (Delaware)

Conversions: Domestic LLC with Domestic Corp (Delaware)

LLP Formation Summary (Delaware)

Domestic Amendment (Tennessee)

LLC Amendment (Arkansas)

Reinstatement (Kentucky)

Mergers (Florida)

Merger  Domestic Corporation into Domestic Corporation (Delaware)

Domestic Reinstatement (New Hampshire)

Domestic Amendment (New Hampshire)

UCC Searches (New Hampshire)

Merger - Domestic LLC into Domestic Corp (Massachusetts)

Foreign Corporation - Change of Information (New Mexico)

Domestic Corporation Reinstatement (New Mexico)

LLC Amendment (New York)

Domestic Reinstatement (New York)

LLC Foreign Registration (Texas)

Series LLC (Massachusetts)

LLC Cancelation (Massachusetts)

Professional Corporation (Massachusetts)

Registered Agent - Change/Appoint (Massachusetts)

Tax Clearance Certificates (Massachusetts)

LLC Amendment (Massachusetts)

Foreign Corporation Withdrawal (Massachusetts)

Changing Information on File (Massachusetts)

Domestic Amendment (Georgia)

Domestic Amendment (Hawaii)

Domestic Amendment (Florida)

Domestic Amendment (District of Columbia)

Domestic Amendment (Connecticut)

Domestic Amendment (California)

Domestic Amendment (Colorado)

Domestic Amendment (Arkansas)

Merger Domestic Corporation into Domestic Corporation (Delaware)