Corporate Filings
Whether you are an individual filing your first incorporation or a law firm processing numerous corporate filings on a daily basis, RASi has the practical experience and knowledge to serve your corporate filing needs. RASi offers a complete range of corporate filing services on a nationwide and international basis. We have outlined some of the most common corporate filings below, chronologically ordered from the formation of a company to the termination of a company.Incorporations / Formations
The initial corporate filing that creates a company is most commonly referred to as the Articles of Incorporation, sometimes known as the Articles of Organization or Charter Documents. The actual name of the initial filing varies by state and more so by company type (entity type). There are numerous entity types including C-Corporations, S-Corporations, Limited Liability Companies, Limited Partnerships and many more. RASi strongly suggests you consult an attorney to determine which type of entity is most appropriate for your business activities (RASi does not provide legal advice).Regardless of the entity type, a company can only be formed in one state referred to as the “domestic state” also known as the “state of incorporation.” Upon the formation (or incorporation) of a company the domestic state will require statutory fees to be paid, possibly including entity taxes. The selection of your domestic state can be an important decision with various business registration and tax consequences. Again, RASi suggests consulting an attorney and/or accountant to determine which state is the most appropriate state to be your domestic state.
RASi prepares and files incorporation and formation documents for all entity types. We are very familiar with state guidelines and filing requirements. There are numerous advantages to having RASi handle your incorporation or formation including turn-around time, expedited service options, and the fact that RASi can be appointed as your registered agent in any state. For assistance with corporate filings, please contact our Client Services Department via our Contact RASi page.
RELATED SECTION: For corporate kits and related supplies, visit our Supplies & Misc. section.
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Foreign Qualifications / Registrations
In most cases when a company is going to conduct business outside of its domestic state, it will need to qualify (or register) with other states which are referred to as a “foreign states.” The most common reason for qualifying a company in other states is because the company either maintains a physical presence and/or employees within those states. However, there are numerous other factors that vary state by state which may require a company to qualify to transact business within those other states. RASi strongly suggests you consult an attorney to determine whether or not it is necessary to qualify your business within other states (RASi does not provide legal advice).Once the decision is made to qualify your business in additional states, typically a “Certificate of Authority” form is prepared and filed with any necessary supporting documentation (i.e., Certificate of Good Standing, Certified Copy of Articles, etc.) from the domestic state. The Certificate of Authority typically contains information including the company name, domestic state information, officer/director or member/manager information, the appointed registered agent, and finally the corporate officer authorizing the transaction. Additionally, once you have filed the appropriate document(s) and have the authority to transact business in another state, you will be responsible for any applicable state registration fees, annual report filing requirements, and entity taxes that may be imposed by state statutes.
RASi prepares and files qualification and registration documents for all entity types. We are very familiar with state guidelines and filing requirements. There are numerous advantages to having RASi handle your qualification or registration including turn-around time, expedited service options, and the fact that RASi can be appointed as your registered agent in any state. RASi is also versed in how to qualify your company in foreign states when there is a company name conflict. For assistance with corporate filings, please contact our Client Services Department via our Contact RASi page.
RELATED SECTION: For specific qualification and registration filing requirements, visit our Charts & Guidelines section.
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Amendments / Mergers / Reinstatements / Misc.
There are numerous business activities or changes that can occur within a company that require the filing of an amendment to the original incorporation/formation documents. An amendment filing is often the first step in making certain company changes official, and are most commonly known as an “Amendment of Incorporation” or an “Amendment of Organization”. Some examples of amendment filings include when a company name changes, when additional shares of stock are authorized, or when the stated purpose of the business has been changed. Most amendments are filed in the domestic state, although you may be required to file amendments in foreign states when certain information has changed such as the company name.When two companies merge into one, a “Certificate of Merger” is among one of the official documents that must be recorded in the domestic state of the surviving entity. There are often numerous internal documents that must be prepared and kept within the company records reflecting the approval of a merger transaction. RASi can assist you with the filing of merger documents, but strongly suggests contacting an attorney to ensure the merger is accurate and legally effective. RASi can also assist with the filing of merger-related documents that may be necessary in foreign states.
Too often companies are so focused on their business activities that they inadvertently overlook corporate governance and compliance matters that affect their legal good standing and authority to transact business within a state(s). Being out of good standing (or non-compliant) can actually have severe consequences including the forfeiture of corporate veil protections and other benefits. In fact within specified time frames, states will often revoke your authority to transact business or even administratively dissolve your company. When a company is in such a status and elects to reestablish good legal standing they must file a ”Reinstatement” sometimes referred to as a ”Revival”. This process involves determining and processing past due annual reports, unpaid taxes, and any related penalties. RASi has years of experience in reinstating companies back into good legal standing and can help you with any compliance or governance issues.
In addition to Amedments, Mergers, Reinstatements, there are numerous other types of corporate filings that RASi is proficient in preparing and filing within all 50 states, the Disctrict of Columbia, and even internationally. Whatever your filing needs, RASi is very familiar with state guidelines and filing requirements. There are numerous advantages to having RASi handle your corporate filings including turn-around time, expedited service options, and the fact that RASi can be appointed as your registered agent in any state. For assistance with corporate filings, please contact our Client Services Department via our Contact RASi page.
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Dissolutions / Cancellations / Withdrawals / Surrenders
If a company ceases to conduct business, the company is required to take formal steps in filing the appropriate paperwork to terminate the business, as it had to take formal steps in filing paperwork to establish the business. If a company ceases to do business, but does not complete the necessary steps and does not file the appropriate paperwork, then that company will remain responsible for statutory requirements, state fees, annual reports, entity taxes, and must maintain a registered agent until it has completed and filed the official documents to terminate the company. The benefits of incorporating a company can be great, but the associated responsibilities and legal requirements remain until the proper steps are taken to legally terminate a company.When a company wishes to terminate its business, it must file a document referred to as the “Articles of Dissolution” or “Certificate of Dissolution” or “Certificate of Cancellation”. This document is filed in the domestic state, the state in which the company was originally incorporated/formed. In many states, the company must be in good legal standing before the state will accept this final corporate filing. This most often means that the company’s compliance matters must be current including outstanding taxes (some states require a Tax Clearance), outstanding annual reports, and any related filing fees to the dissolution must be paid.
If a company is registered in foreign states and wishes to terminate its authority to transact business within those foreign states, the company must also take formal steps to legally withdraw or surrender its authority to transact business within those states. In each state it wishes to cease doing business, the company must file a “Certificate of Withdrawal” also referred to as a “Certificate of Surrender”. In many states, the company must be in good legal standing before the state will accept this final corporate filing. This most often means that the company’s compliance matters must be current including outstanding taxes (some states require a Tax Clearance), outstanding annual reports, and any related filing fees to the withdrawal or surrender must be paid.
In any state, whether it’s the company’s domestic state or a foreign state, if the company chooses to terminate its business or withdrawal from a state or states, it must follow the formal procedures as it did initially to commence doing business in that state(s). If a company does not voluntarily take the official steps to cease doing business legally, then it remains responsible for all the filing, tax, and registered agent requirements it would have been responsible for otherwise. Additionally, states will often involuntarily dissolve a company, or administratively revoke a company’s authority to transact business when the company does not maintain good legal standing, fails to comply with corporate governance and compliance matters, files bankruptcy, or fails to properly terminate the company upon the cease of business operations, leaving consequence to future business endeavors.
RASi prepares and files dissolution and withdrawal documents for all entity types. We are very familiar with state guidelines and filing requirements. For assistance with corporate filings, please contact our Client Services Department via our Contact RASi page.
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