FREQUENTLY ASKED QUESTIONS
What are the different entity types?
The most common entity types in each state are corporations, limited liability companies, and limited partnerships. You should consult legal and tax counsel to determine which entity is best for you.
What constitutes “doing business” in a state?
State law generally requires corporations, limited liability companies, limited partnerships, and various other types of entities to register with the state (usually the Office of the Secretary of State) in order to conduct business in that jurisdiction. In many cases, if your business has a physical presence or employees in a state, it would be considered to be doing business in that state. State statutes usually provide a list of activities that either do or do not constitute transacting business within the state. After referring to the statutes, it may be necessary to consult an attorney to see if your specific actions will constitute conducting business in the state.
Do you offer expedited service for corporate filings and retrievals?
At Capitol Services, we pride ourselves on delivering prompt service. If you need something expedited, we work diligently to meet your deadline. Various expedite services are available in many states ranging from one- to twenty-four-hour service. Simply request expedited service and a customer service representative will explain your options. We treat every order in the most expeditious manner possible at no additional charge. When expediting, we only bill for the applicable state fees. While we can’t guarantee a specific turnaround time, we always strive to return work to you as soon as possible.
Will my document be filed the day it is submitted?
Each jurisdiction has a different cut off time for filings. The earlier you provide the document to us the more likely we can have it submitted the very same day. An acknowledgment copy may not be available for a few days, depending on the jurisdiction. Please note that some jurisdictions give filings the date of submission as the file date; others use the date that the document is processed and accepted. Backlog within a filing office could have a significant impact on a file date, and expediting may be crucial in these jurisdictions. For questions on a particular jurisdiction, contact our Corporate team.
What is a certificate of good standing?
A certificate of good standing is a state-issued certified document which provides evidence that your entity is currently in existence and compliant with that state’s requirements such as paying franchise taxes and/or filing annual reports.
Why would I need a certificate of good standing or certified copy for my entity?
A certificate of good standing and certified copy of corporate formation documents are typically required when setting up a bank account. These certified documents may also be needed to support a financial closing or other legal transaction. Our Corporate team can obtain certificates of good standing and certified copies nationwide, quickly and efficiently.
What is the difference between a certificate of good standing, certificate of existence, certificate of fact, and certificate of authorization? How do I know what I need for my transaction?
Terminology varies greatly across jurisdictions. For instance, Delaware issues a certificate of good standing while Texas calls its “status” document a certificate of fact. These differences can be confusing. Please contact us for assistance.
What is a long form good standing certificate and is it available in every state?
A long form good standing certificate is a formal document that lists the status of the entity (like a regular short form good standing certificate) and also provides a list of all documents on file and the date each document was filed. It can be used to compare against certified copies of a corporate record to ensure that you have a complete file.
A common misconception regarding long form good standing certificates is that copies of the documents on file are attached. However, obtaining plain or certified copies of the files requires a separate order from the state. Furthermore, long form certificates are not available in every state. For more details or assistance with an order, please contact our Corporate team.
Can a certificate of good standing be issued by a state even if taxes are unpaid?
Yes. In some states “good standing” does not refer to payment of taxes, just to the filing of required periodic reports and/or the payment of annual fees. State departments of tax and/or revenue are often not involved in the determination of or issuance of certificates of good standing.
What is publication?
Some states require that a notice or announcement of certain business filings be published in a newspaper. These filings typically include formations, qualifications, dissolutions, and withdrawals. However, some states also require publication after the filing of a trade or fictitious business name.
Which states have publication requirements?
Arizona, California, Florida, Georgia, Minnesota, Nebraska, Nevada, New York, and Pennsylvania have publication requirements applicable to different types of filings. For assistance, please contact our Corporate team.
What is the difference between apostille, authentication, and legalization?
Apostille refers to a certification authorized under Convention 12 of the Hague which allows a government office (for example, the Texas Secretary of State) to recognize a document for use in a foreign country without certification from either the US State Department or the country’s embassy or consulate. This option is only available to countries which are part of the Hague Convention.
Authentication is the process by which the US State Department certifies the signature or seal of another US government agency (for example, the Delaware Secretary of State) on a document for use in a foreign country.
Legalization is the certification of the signature or seal of a US government agency by a foreign embassy or consulate on a document for use in a foreign country.
How do I know when a foreign embassy or consulate has additional requirements for completing the legalization process?
We have a team of apostille/legalization specialists available for assistance. With a nationwide network of experts in the field, we can provide you with specific information regarding each country’s requirements. We will make sure that you are aware of these requirements to streamline and expedite the legalization process as much as possible.
How do I know if and when my entity needs to file an annual report?
Annual report requirements vary based on the jurisdiction and entity type. An increasing number of states do not notify companies of impending annual report due dates. Our Corporate team can help navigate your annual report requirements as well as assist with individual annual report filings. For annual filing maintenance, we offer an optional Annual Report Management Service (ARMS) to our registered agent clients.
My entity is changing its name. How do I know if the new name can be used in all of the states in which we are registered?
Changing the name of your entity can be a complicated process. Each state has different guidelines regarding name availability and the documents necessary to reflect the change. There are multiple steps that need to be taken to update the business name in all of the necessary Secretary of State offices. We can help coordinate the entire process by checking availability of the name in each state, giving guidance on how to work around potential name conflicts and availability issues, as well as providing state-specific procedures and forms needed to finalize the change. Even if you aren’t ready to file but want to secure the desired new name for future use, we can provide available options for name reservations and name registrations in each jurisdiction.
When a business dissolves, merges, or converts in its domestic state, what needs to be filed in foreign jurisdictions where it is qualified to do business?
Filings must be submitted in the foreign jurisdictions in order to provide evidence of the dissolution, merger, or conversion in its domestic state. For specific information or assistance with these filings please contact our Corporate team.
How do I conduct business under a name other than my company’s legal name in the states where my entity is registered?
DBA/assumed/fictitious names can be filed in almost all states either at the state, county, or town level to allow your entity to transact business using a name other than the legal name listed in the entity’s formation document. As with most corporate filings, these name requirements vary broadly across jurisdictions. Please contact us for assistance in determining the requirements in the jurisdictions where you are doing business.