CORPORATE TRANSACTIONS & COMPLIANCE BLOG

Tips for Avoiding Delays on Delaware Corporate Filings

By: Kristie Tolliver, COGENCY GLOBAL INC. on Mon, Jul 14, 2014

The Delaware Division of CorporationsDelaware Corporate Filings is dedicated to providing efficient, high quality services to consumers. Evidence of this abounds, including the unit’s ISO 9001 international certification for quality management and the expedited services it provides for one-hour, two-hour, same-day, and 24-hour filing. Yet, little errors can cause big problems and slow down your filing, expedited or not. Use these tips to avoid issues that can result in wasted time and money.

Use Conformed Signatures

Conformed (typed) signatures are allowed on all Delaware filings. It is no longer necessary to use “/s/” on the signature line.

Differentiating Names and Name Reservations

Differentiating a new name from an existing name can be easily achieved by the use of a Roman numeral or an Arabic numeral, by making a singular word plural or by the addition of the word “Fund” in the name. It is important to remember that all reservations are good for 120 days.

Effective Dates

The effective date of a filing can be up to 120 days into the future. Past effective dates must be followed by the phrase, “for accounting purposes only.”

Execution

The date of execution of a filing cannot be in the future, however, there is no limit to how far in the past a document can be executed. If the executing officer is the chairman of the board, the full title must be provided; “chairman” will not suffice. When a document is executed by a General Partner, it must be the current General Partner of record per the state.

Body of the Document

In a Certificate of Incorporation, confirm that the number and value of the shares matches the total capitalization.  With all documents, check that paragraphs are numbered correctly and that any addendums listed in the document are attached to it.

When filing a document which references an entity’s initial filing, such as an amendment, dissolution or cancellation, make sure the correct initial filing date is in the subsequent document and confirm the spelling and punctuation of the entity name to make sure it matches the state’s records.

Annual Reports

Make sure that your Delaware annual report is completed in its entirety before submitting it. And note that it is important to file on time. A missed annual report can result in not being able to obtain a good standing certificate and not being able to file a merger or dissolution.  Late penalty fees and interest are also incurred and, worse yet, it can eventually result in involuntary dissolution.  

Corrected Certificates/Certificates of Correction

The reason for the correction must be explained in Article Third. Common reasons include:    

  • Typographical error
  • Unauthorized signor
  • Business never commenced

Having your document submitted correctly the first time is always the most cost-effective and efficient route to a timely filing. Heeding these tips puts you in a position to succeed the first time, every time.

 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: Delaware Corporate, UCC and Compliance, Annual Report Compliance