Why do I reinstate my company?

The essence of California reinstatement lies in the fact that if your business license gets revoked or if the Secretary of State – Business Programs Division finds a business to be in default; your business will not only lose its good standing but also forfeit its corporate powers and privileges in the state.

In order to reinstate California Corporation, you will have to identify the situation in which you need to reinstate.

• Civil Penalties: A business corporation according to CA Corp Code § 2207 (2016) can be liable to pay civil penalties not exceeding $1,000,000 (one million dollars) due to several reasons including if a corporation shows that its shares of stock are materially greater or materially less than the apparent market value. In such a case, the business will be fined but you will not require California reinstatement.
• Suspended or Forfeited: A domestic entity can be suspended and a foreign corporation can be forfeited by the Secretary of State and/or the Franchise Tax Board if the business was unable to file franchise tax or submit the required Statement of Information report annually pursuant to CA Corp Code § 2206 (2016) and CA Corp Code § 2205 (2016). If your business entity has been suspended or forfeited then you will need to reinstate California Corporation.

Can I change my Registered Agent at the time of reinstatement?

Yes, you can change your registered agent at the time of California reinstatement pursuant to California Code, Corporations Code – CORP § 17701.13 and 2007 California Corporations Code Chapter 17-Service Of Process (corp: 1700-1702).

IncParadise is one of the reputable and top registered agents in the state of California and we can help you reinstate California Corporation with ease. You can check our services here.

Tax Clearance or Tax Good Standing before reinstating

Several states require a tax clearance or tax good standing certificate while filing for company reinstatement. If you are planning to reinstate California Corporation, you will be required to file a “Tax Status Compliance Certificate”, which is also known as an “Entity Status Letter”. This letter is issued by the California Franchise Tax Board (FTB) to corporations that have met all their tax obligations in the state.

The California Tax Status Compliance Certificate will be issued by FTB to a company if they meet the following requirements:

• A Domestic or Foreign business entity must be registered as a legal entity with the Secretary of State – California
• The California Corporation in question should have paid all types of California state taxes as well as any outstanding fee or penalty.
• The California Corporation should not be in a default or suspended list of businesses

Once you apply for a California Tax Status Compliance Certificate, the processing time can vary from a few weeks to almost a month. We at IncParadise can help in speeding up the process by communicating directly with the California Franchise Tax Board (FTB) on your behalf.

How do I reinstate my company?

Setting up a business in the state of Nevada and keeping it in the “Good Standing” list by maintaining compliance is one of the toughest processes for any business. That is not all, it is an ongoing process because a single mistake like late filing of documents or taxes or fee can lead to dissolution of the business. Once the business license is revoked, it will affect the overall growth of the business.

The big question is – Can a limited liability company get past the dissolution? Yes. This is possible through Nevada secretary of state reinstatement but prior to that you need to identify the different situations that can put a business in the “Not Good Standing” list and which situation requires your business to opt for reinstatement.

The Default Status

A Nevada limited-liability company that fails to file and pay the fee prescribed in NRS 86.263 and 86.264 along with their articles of organization within the stipulated time is in default. An LLC is also required to submit an initial list along with the prescribed fee required by subsection 1 and annual list required by subsection 2 of the NRS 86.263 accompanied by a declaration under penalty of perjury that it has complied with the provisions of chapter 76. If the said LLC fails to submit the lists along with the fee then the Nevada Secretary of State shall deem the limited liability company to be in default. As a result, such an LLC will be required to pay the fee and penalty to get their “active status”.

The Revoked Status

If your Nevada LLC fails to file their initial list or annual list along with the fee for a period of one year as prescribed by NRS 86.272 then the business license or “good standing” status will be revoked. If an LLC fails to comply with the requirements prescribed in NRS 86.274, the Secretary of State can take any action deemed necessary and this includes the suspension or revocation of the business license. In such a scenario, your Nevada LLC will not be able to conduct business in the state. Hence, it is important to apply for Nevada secretary of state reinstatement as soon as possible so that your business is back in “good standing” with the state. This way, you can start conducting transactions with immediate effect.

How to reinstate my Nevada LLC?

If your business license has been revoked or the right to transact business is forfeited, how can you reinstate Nevada LLC? It is important to know that a domestic LLC in the state can be reinstated if specific documents are submitted or fees are filed pursuant to NV Rev Stat § 86.276 (2017) with the secretary of state. In order to reinstate, you will have to follow the procedure mentioned below:

Nevada secretary of state reinstatement of any limited liability company that has forfeited their right to transact business in the state will ensure that the said LLC has the right to carry on business in this state and is able to exercise its immunities and privileges, if the business files the following with the Secretary of State:

• A list as required by NRS 86.263, which consists of the name of the limited liability company, file number, names and titles of all of its managers, address, either residence or business, and signature of a manager among others.
• A statement as required by NRS 86.264 i.e., additional filing requirements for certain companies if applicable
• Information required pursuant to NRS 77.310 (Appointment of registered agent)
• A declaration under penalty of perjury, on a form that is being provided by the Secretary of State. It states that a reinstatement has been authorized by a court of competent jurisdiction in Nevada

In order to reinstate Nevada LLC, the business entity in question has to pay to the Secretary of State:

• The filing fee and penalty as set forth in NRS 86.263 and 86.272 for each year when it failed to file the required annual list in a timely manner
• The fee set forth in NRS 86.264, if applicable.
• A fee of $300 for reinstatement

The filings can be submitted at the office of the Secretary of State by mail, through fax, and in person along with the applicable fee and penalty. It has to be mailed to the Secretary of State, Status Division, 202 North Carson Street, Carson City NV 89701-4201. Fax: 775-684-7123

Note: If the charter of a business entity has been revoked pursuant to the provisions of NV Rev Stat § 86.276 (2017) and has remained revoked for a period of 5 consecutive years then the charter cannot be reinstated.

IncParadise can file the same for you

How do you revive a Nevada LLC? It is important to know that except as otherwise provided in NRS 86.246 NRS (Requirement to provide to Secretary of State name and contact information of custodian of list of members and managers) or NRS 86.278 (Defaulting companies – Reinstatement under old or new name – regulations), an LLC can apply for renewal or revival pursuant to NV Rev Stat § 86.580 (2013) and this dates back back to the date on which the LLC’s charter was revoked. It will then be renewed or revived as if the limited-liability company’s charter and right to transact business had never been revoked in the first place.

Can I change my Registered Agent at the time of reinstatement?

Yes, you can change your registered agent at the time of Nevada reinstatement pursuant to NRS 77.340 – Model Registered Agents Act. You will have to file the “Statement of Change of Registered Agent by Entity” form as a separate form or as part of the “Certificate of Reinstatement” form.

IncParadise is one of the reputable and top registered agents in the state of Nevada and we can help you reinstate Nevada LLC with ease.

Tax Clearance or Tax Good Standing before reinstating

There are several states in the USA that requires businesses to obtain a “Tax Good Standing” or “Tax Clearance” certificate prior to filing for a Nevada reinstatement. In the state of Nevada, it is known as a Tax Clearance Certificate or simply a Certificate of Good Standing. This certificate is issued by the Nevada Department of Taxation to an LLC, Corporation, or a Sole Proprietorship that meets its Nevada tax obligations.

You will be required to obtain this certificate prior to filing to reinstate you Nevada LLC.

You have to get this certificate before filing to reinstate your Nevada Corporation and you will need the following:

• A Domestic or Foreign business entity should be registered as a legal entity with the Nevada Secretary of State
• The Nevada LLC in question should have paid the Nevada state taxes as well as any outstanding fee or penalty.
• The Nevada LLC should not be in a default or on the list of suspended businesses

Once you apply for a Nevada Tax Clearance Certificate, the process can take from weeks to months but we at IncParadise can help in speeding up the process by contacting the Nevada Department of Taxation on your behalf.

Once you receive your Articles of Incorporation you should do following steps:

We wish you a lot of success in your new business!

This agreement, entered into on______________________ by and between INC Management, Inc. (“Landlord”), a Nevada corporation, and______________________________ a Nevada corporation (“Tenant”).

1. Basic Lease Terms:

(a) TENANT: ________________________________

ADDRESS (For Notices): _______________________

(b) PREMISES: 5348 Vegas Dr.__________, Las Vegas, NV 89108

(c) TERM OF LEASE: The term of this lease shall be 12 months, commencing on the date when this agreement is signed and shall automatically renew for 1 year on each anniversary date absent thirty (30) days written notice by either party to terminate this Lease.

(d) BASIC MONTHLY RENT: $75. The following are included in the basic monthly rent: use of office address and use of shared office space and mail handling. Landlord will receive and handle, distribute and/or forward, hold or remail all mail as Instructed by Tenant in writing consistent with this agreement, and Tenant hereby authorizes Landlord. to handle its mail as agreed. The mail can be held for pick up or forwarded. In case of mail forwarding:
– Actual postage for remailing will be charged with weekly mailouts. More frequent mailouts will have $5.50 handling mailout fee.
– Mail forwarding per package is $10 plus actual postage.

(e) Tenant is entitled to use of board / conference room, workspace with computer with Internet connection. Some suggested uses are, but certainly not limited to, Board of Directors’ meetings, Stockholder’s meetings, presentation meetings, conferences with people assembled in Nevada for the purpose of doing business in Nevada from throughout the U.S. and foreign countries, consummating and executing major agreements and financial transactions, having such items and transactions witnessed and notarized in the State of Nevada, reading writing, meetings, etc. The assigned and shared space is available on first come first serve basis.
– Tenant can reserve the space for booking fee $10 per hour (one hour minimum charged).
– Tenant can decide to pay additonal $75 in monthly fee and booking fee will be not charged.

2. RENT: Tenant agrees to pay to Landlord the basic monthly rent in the amount set forth in the Basic Lease Terms herein during the term of this Lease. Tenant will pay when due hereunder such rent, and any other charge(s), including any applicable sales, use and other taxes, now or hereafter imposed by any governmental body which shall all be deemed additional rent, without making any deduction or offset to:

(a) Unless otherwise set forth herein, all rent and additional rent due to Landlord hereunder are due and payable in advance on the first of every month without demand or offset. Any additional charges are due and payable upon receipt of an invoice from Landlord.

(b) Any payment not received within three (3) days after the due date is subject to a late charge equal to ten percent (10%) of the past due balance, but not less than $10.00, to compensate Landlord for the extra costs incurred as a result of such late payment. Tenant acknowledges and agrees that such late charge is reasonable.

(c) In addition, in the event that Tenant fails to pay any amount when due, Tenant shall pay to Landlord interest thereon at an annual rate of ten percent (10%) or such lower rate as may be the maximum lawful rate.

(d) In addition, in the event any check of Tenant should fail to clear the bank and is returned unpaid to Landlord, them immediately upon written demand of Landlord to Tenant, Tenant shall also pay a “Returned Check” processing fee of Fifty Dollars ($50.00) for each such check to cover Landlord’s costs and expenses in processing each returned or unpaid check.

3. WAIVER: The waiver by Tenant of any term, covenant or condition herein contained shall constitute a waiver only as to that particular occurrence and shall not be deemed to be a waiver of such term, covenant or condition in the future. The waiver by Landlord of any term, covenant or condition herein contained shall constitute a waiver only as to that particular term, covenant or condition and shall not be deemed to be a waiver of any other term, covenant or condition of this agreement.

It is further agreed that acceptance of Tenant’s payment by Landlord shall not be a waiver of any term, covenant or condition of this agreement.

4. HOLD HARMLESS: Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from Tenant’s use of this agreement or the actions and services of Landlord on behalf of Tenant; from and against all cost, attorney’s fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon; and, in any case, from actions or proceedings brought against Landlord by reason of any such claim. Tenant upon notice of Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord

Acknowledgement of service and consideration: Tenant acknowledges that by virtue of the terms of this agreement Landlord will incur overhead and expenses which will not be diminished by Tenant’s unilateral termination or default here to Tenant hereby avows and acknowledges that by virtue of Landlord providing this service, entering into this agreement, being available and holding out to perform hereunder that Landlord has performed at inception and upon execution hereof, a service to Tenant which is to Tenant value received, for the total amount payable for the term hereof regardless of the continuing use or non-use that Tenant may or may not make of this service, and, that in the event of default or breach, the total sum agreed to under this agreement would approximate a reasonable estimate of Landlord’s actual damages. Further, the parties agree that proof of Landlord’s actual damages would be difficult and very expensive to prove; and both parties agree that the sums hereby agreed to in the event of default are a reasonable estimate thereof. The parties, therefore, agree that the moneys heretofore agreed to be paid in the event of default shall be considered liquidated damages.

Tenant hereby expressly represents, warrants and vows to Landlord that Tenant’s use of Landlord services herein contracted for by Tenant, will at all times be in compliance with all Nevada and Federal regulations, laws and statutes. Tenant, both in the corporate capacity and individually, expressly warrants that It has executed this document in its true and legal name.

Tenant fully understands and acknowledges that Landlord is not a legal or accounting firm and that Landlord has not made any such representations or advice to Tenant. All that Nevada does is submitted and performed with the understanding that Landlord is not engaged in rendering legal, accounting or other professional service.

Tenant hereby unconditionally guarantees the payment of the foregoing obligation and waives notice, protest, presentment and notice of default upon default of any term, covenant and/or condition of this agreement by Tenant.

Entire agreement It is expressly understood that this agreement constitutes the entire agreement between the parties and that no statement, representation, promise or inducement made by any party hereto, its agents or employees, which is not expressly contained in the agreement, shall be binding or be of any force or effect. This agreement shall not be modified, altered, changed or amended in any respect except by written memorandum signed by both parties and shall supersede, replace and take precedence over any prior agreement or agreements of similar character between the parties hereto Tenant acknowledges that he has rid this agreement in its entirety. The parties expressly agree that this contract will be binding on the heirs, successors and assigns of either party in all respects.

Venue: This agreement shall be governed by the laws of the State of Nevada, and it I further covenanted and agreed with each other that venue of any suit or controversy involving this agreement shall lie exclusively within the State of Nevada. Both parties hereby consent to the jurisdiction of the appropriate court of the State of Nevada.

The parties hereby declare that If a dispute or difference arises between the parties concerning performance or interpretation of this agreement, said agreement is to be construed pursuant to the parties Intent hereby expressed.

IN WITNESS WHEREOF,

_______________________ (Officer Inc Management, Inc.)
INC Management a Nevada Corporation, 5348 Vegas Dr., Las Vegas, NV 89108, Phone: 702-871-8678

___________________________(Tenant Name) X: ____________________________________

___________________________ _______________________________________
Tenant Company Name                              Address

PAYMENT INFORMATION:

____I authorize INC Management, Inc. to debit my credit card each month for amount $150 (1st month lease without booking fee).

____I authorize INC Management, Inc. to debit my credit card each month for amount $75 + $30 postage deposit for mail forwarding.

____I authorize INC Management, Inc. to debit my credit card for total amount of $540 (12 months of service with 40% discount) + $30 postage deposit. The discounted fee is not refundable.

The payment will be processed by INC Management, Inc. or third party provider EastBiz.com, Inc.

Signature Of Card Holder______________________________ (Signature is required)

CONTACT INFORMATION

Please fax back to 1-866-838-0363, (702) 387-3827, Service is provided by Inc Management, Inc.
Phone: 702-871-8678, info@incparadise.com

When you file paperwork with Vermont Secretary of State to set up LLC this is whatyou will receive: