QUALIFICATION, INCORPORATION, FORMATION – Whether you are starting a new business or expanding into a new market, it is critical to evaluate all of your options and decide on the entity type that best suits your needs in terms of flexibility, taxation, protection from personal liability, etc. Based on the entity type you choose, there are specific forms and other documents that need to be filed with the state filing office in every state in which you will transact business.
FOREIGN QUALIFICATION – When a business entity expands beyond its domestic state, it is required to qualify or “register” in each foreign state. (This may also require additional business licensing applications)
AMENDMENTS – As a registered business grows, there are times when it will elect to make changes to its structure or form to better support its current business needs. These types of changes must be documented in the public record in every state where the entity it authorized to conduct business. Entities communicate these changes through the filing of an Amendment, Merger or Conversion document. An Amendment makes a change to the Articles of Incorporation/Qualification of an existing entity.
MERGERS – When two companies merge into one, a “Certificate of Merger” is one of the official documents that must be recorded in the domestic state of the surviving entity.
CONVERSION – A conversion changes an existing business to a new entity type, such as, a Corporation to an LLC, for example.
CHANGE OF AGENT – This document is filed when in the course of your business, you decide to change registered agent service providers, or your existing service provider ceases business.
TRADEMARK/SERVICE MARK – Research performed at the U.S. Patent and Trademark Office (USPTO) and Secretary of State trademark registers can help new businesses determine if a trademark or service mark they intend to use would be in conflict with an existing registered mark. A search may also be performed to determine the owner of a specific mark or to uncover all marks owned by a certain business or individual.
ASSUMED BUSINESS NAME or FICTITIOUS BUSINESS NAME – There are times when an individual or registered business would prefer to do business using a name other than their true legal name. In order to do so, they must register an Assumed or Fictitious Business Name – sometimes referred to as a Doing Business As (DBA) or a Trade Name. Depending on the state, formal paperwork must be filed with either the state or county filing office. These records can also be searched to determine the registered owner of a given Assumed/Fictitious Business Name.
REINSTATEMENT – When a company overlooks or neglects corporate compliance issues, such as annual reports or taxes, the state may revoke or cancel your authority to conduct business. In these circumstances, your reporting requirements must be brought up to date, and in most cases a reinstatement can be filed.
DISSOLUTION, WITHDRAWAL, CANCELLATION – When a company wants to close or terminate the business, one of these documents is required. Filing a dissolution, withdrawal, or cancellation will end the necessity to file compliance documents and taxes. Outstanding taxes and compliance documents must be filed before these documents will be accepted by the state.
NAME AVAILABILITY CHECK – States require that a new company’s name be substantially different from any existing company name on record with the state. A name availability check will ensure your company’s intended name is available and distinguishable by state standards. Once we verify your chosen name is available, we recommend a Name Reservation filing immediately to secure your chosen business name. NSI can check, register, or reserve your name in any state.
STATUS CHECKS – There are many different “states of being” for a company. Simply put, the status check verifies good standing at the state, active or inactive, administrative dissolution, administrative suspension, converted, dissolved, forfeited, merged, non-qualified, not in good standing, transaction inactive, withdrawn, withdrawn by merger, and others.
PATRIOT ACT – A Patriot Act Search is a certified search of lists published by the Office of Foreign Asset Control of the U.S. Department of Treasury (OFAC), consisting of the “Specially Designated Nationals and Blocked Persons”, the “Foreign Sanctions Evaders”, and the comprehensive “Consolidated List”. Effective September 24, 2001, Executive Order 13224 was issued (as amended by Order 13268, and 13608) and requires anyone conducting a financial transaction to determine if the person(s) with whom they are doing business are listed on the Blocked Persons list. The USA Patriot Act of 2001 requires similar checks and procedures. Later Executive Orders and sanctions have been imposed that require a check of other names that appear on OFAC’s “The Consolidated List” before transacting business.
CERTIFICATE OF GOOD STANDING – This certificate is an official legal document that proves a company to be authorized to transact business within that state. A certificate can be obtained from the domestic state and any foreign state(s) where the company has qualified to conduct business. Certificates of good standing are often required when filing a foreign qualification. Also, certificates are often required as part of the due diligence search process for commercial loans.
BRING DOWN CERTIFICATE – A Bring Down is a provision requiring the representations and warranties that were made at signing, (such as good standing) to be made again on the closing date (or other specified date), as part of a merger or acquisition agreement, a securities underwriting or purchase agreement, or in a commercial real estate purchase and sale agreement, or a condition to funding a loan or other financial agreement.
CERTIFIED COPIES – Articles of Incorporation (Organization) are required for many foreign qualifications, financial transactions, opening bank accounts, or filing fictitious or assumed names. The documents can be ordered as a “plain copy”, but in most cases a certified copy is required.
APPOSTILLE/AUTHENTICATION – An internationally accepted method to legitimize documents between countries was established as a result of the Hague Convention held in the Netherlands (in 1961). Apostilles, also referred to as Authentications or Legalizations, involves the attaching of an apostille to a notarized or certified document, giving the document legitimacy that is recognized by over 100 countries and related territories that participated in the Hague Convention. Corporate documents such as Certificates of Good Standing and Articles of Incorporation must be certified by the Secretary of State prior to getting an Apostille. You may need an Apostille to open an international bank account or for international corporate transactions.
LEGALIZATON – For documents to be used in countries that are not a party to the Hague Convention treaty, NSI can assist with legalizations. The process of having a document legalized includes proper authentication from various departments such as the state agency, the U.S. Department of State and the Consulate of the country in which the document will be used.
TAX CLEARANCE – A tax clearance certificate may be required for various corporate transactions including dissolution or withdrawal, or selling the business. The state may require this certificate before dissolution documents can be filed. These certificates prove the company is current and compliant with no outstanding tax liabilities. The certificate also provides information on any outstanding tax liabilities.
CERTIFICATE OF COMPLIANCE (STATE INSURANCE DEPARTMENT) – A common document retrieval request in Ohio (other states issue them also), a Certificate of Compliance from the Ohio State Insurance Department, shows the lines of insurance that the insurer is authorized to transact in the state of Ohio. In addition, this certificate lists the insurer’s admitted assets, liabilities and surplus as of the insurer’s most recent annual statement. These certificates are commonly used by contractors, bail bondsmen, and the insurers themselves when applying for licenses in additional states.
ANNUAL/BIENNIAL REPORTS – ARCS – With few exceptions, every corporation, non-profit corporation, limited liability company (LLC), limited partnership (LP) and limited liability partnership (LLP) is required to file an Annual Report in every state where it is authorized to do business. Entities that miss an annual report deadline face costly consequences that can include loss of good standing, an inability to enter into and enforce contracts, difficulty in securing financing and even administrative dissolution, along with penalties and additional fees. NSI’s ARCS service monitors all state requirements for annual report filings, tracks annual report due dates, prepares forms, files online or where necessary, in person, advances your fees, and returns the proof of filing to you. No worry or extra work on your part! NSI will notify you 60 days in advance of your filing due dates. This gives you ample time to add new states and clean up your corporate list. NSI then takes care of all your filing responsibilities.
Throughout the life of your business, licenses, registrations and permits are required, along with fees and taxes. National Service Information will perform a business license search for you based on the state, county, and municipality you will be doing business in. NSI will work with you on acquiring all the data necessary, providing you with current forms, preparing and filing the necessary documents. Failing to maintain the correct licenses or pay the necessary fees could result in a variety of problems, because each municipality may levy its own penalties for noncompliance. To avoid fees, penalties, and delays in opening new locations, or adding new business services, make sure to let NSI assist you with a business license search.
EXAMPLES OF FILINGS AND LICENSES REQUIRED:
FEDERAL TAX IDENTIFICATION NUMBER (FEIN) APPLICATION, ALSO KNOW AS TAXPAYER IDENTIFICATON NUMBER (TIN)
STATE ID # APPLICATION
STATE REGISTRATION – EMPLOYMENT TAXES
STATE BUSINESS LICENSE SEARCH
STATE SALES TAX REGISTRATION (SALES AND USE TAX)
PLACE OF BUSINESS LICENSE SEARCH – COUNTY, MUNICIPALITY
REGULATORY PERMITS – CONSTRUCTION, TRANSPORTATION, FOOD VENDORS
PERMITS – ZONING, BUILDING, HEALTH, SIGN, HOME-BASED BUSINESSS, OCCUPATIONAL;