Guide

Can a Delaware LLC Squeeze Out a Dissenting Member?

Even though most US jurisdictions permit LLC mergers, each has unique rules regarding freeze-outs. Some require them to serve a business purpose while others, including Delaware, do not impose such criteria. Control stockholders often must comply with the highest standard of review in their challenges to going-private mergers, known as entire fairness; this may not […]

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Are Bylaws Required For Delaware LLC?

For legal and financial activity in Delaware, businesses require an Employer Identification Number (EIN), which the IRS uses to oversee registered entities’ finances. Delaware LLCs provide double-way liability protection unavailable in other entity types, making it highly sought after among both owners and investors alike. Articles of Organization Articles of organization are key components of

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What Happens If You Don t Pay Delaware Franchise Tax?

Delaware taxes all domestic corporations according to their authorized share capital and calculates franchise tax using two methods. An outstanding Franchise Tax payment remains on your record with the Division of Corporations for at least 3 years and could deter potential investors or lenders from considering your business. The penalty for late payment is $200

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What Is a Springing Member in a Delaware LLC Operating Agreement?

When lenders lend millions to Delaware single purpose entities buying real estate, lenders often require that a springing member be identified in the operating agreement as a standby person to prevent the LLC from dissolving when its members may otherwise leave. What Is a Springing Member? Springing members can be an indispensable addition to an

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Delaware LLC Act Dissenters Rights and Mergers

Last year, Delaware LLC and LP Acts were amended to permit dividing Delaware entities to include additional information in a certificate of division for division proceedings, providing essential flexibility when protecting members’ rights in regard to divisions. State corporate law permits shareholders to receive cash payment for their shares when company management engages in major

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Delaware LLC Operating Agreement

An Operating Agreement in Delaware for your LLC provides clarity regarding ownership structures and operating procedures of your business. Although this document isn’t mandatory by state law, having one can help maintain your limited liability status while lending credibility to your legal entity status. An LLC operating agreement may be either written or verbal; the

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Delaware Vs Wyoming LLC

Selecting the appropriate state in which to incorporate is an integral step for entrepreneurs. Each state offers its own set of laws, requirements and costs that should be carefully evaluated when selecting your incorporation location. Delaware is an attractive choice for businesses due to its well-developed court system that handles corporate legal disputes; however, the

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