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Be it enacted by the General Assembly of Virginia:

1. That §§ 13.1-634 and 13.1-637 of the Code of Virginia are amended and reenacted as follows:

§ 13.1-634. Registered office and registered agent.

A. Each corporation shall continuously maintain in this Commonwealth:

1. A registered office that may be the same as any of its places of business; and

2. A registered agent, who shall be:

a. An individual who is a resident of this Commonwealth and either an officer or director of the corporation or a member of the Virginia State Bar, and whose business office is identical with the registered office; or

b. A domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in this Commonwealth, the business office of which is identical with the registered office; provided such a registered agent (i) shall not be its own registered agent and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return.

B. The sole duty of the registered agent is to forward to the corporation at its last known address any process, notice or demand that is served on the registered agent.

C. Notwithstanding any provision of subsection A to the contrary, the business office of an individual registered agent, who is a resident of this Commonwealth and either an officer or director of the corporation, may be a post office box within a post office in any locality within the Commonwealth, and his business office need not be identical with the corporation’s registered office.
§ 13.1-637. Service on corporation.

A. A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation. The registered agent may by instrument in writing, acknowledged before a notary public, designate a natural person or persons in the office of the registered agent upon whom any such process, notice or demand may be served and may, by instrument in writing, authorize service of process by facsimile by the sheriff, provided acknowledgement of receipt of service is returned by facsimile to the sheriff. Whenever any person so designated by the registered agent accepts service of process or whenever service is by facsimile, a photographic copy of the instruments designating the person or authorizing the method of service and receipt shall be attached to the return.

B. Whenever a corporation fails to appoint or maintain a registered agent in this Commonwealth, whenever the business office of the registered agent is a post office box as authorized by subsection C of § 13.1-634, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the corporation upon whom service may be made in accordance with § 12.1-19.1.

C. This section does not prescribe the only means, or necessarily the required means, of serving a corporation.

Popularity: 4% [?]

HB 5241

To create a more positive business environment for small businesses by repealing the tax on LLCs, LLPs, Limited Partnerships and S corporations.

Current Bill Status: February 14, 2008 Referred to Joint Committee on Finance, Revenue and Bonding.

HB 5247

To eliminate the two-hundred-fifty-dollar annual tax on limited liability companies, limited liability partnerships, limited partnerships and S corporations.

Current Bill Status: February 14, 2008 Referred to Joint Committee on Finance, Revenue and Bonding.

SB 139

To lower the corporation business tax by one per cent and to require combined returns from all taxpayers that have affiliated corporations.

Current Bill Status: February Referred to Joint Committee on Finance, Revenue and Bonding.

Popularity: 4% [?]

Record Retention

The IRS required that taxpayers maintain accounts or books of record capable of enabling a reviewer to establish the correct income, deductions, credits or other matters affecting tax or informational returns. No specific recordkeeping requirements are contained in the IRS Code; however, the following guide complied by the American Institute of Certified Public Accountants can help.

Retain Permanently
-Audit reports
-Capital stock and bond records
-Cash books
-Charts of accounts
-Checks - canceled - for important payments i.e., taxes, purchases of property, special contracts, etc. Checks should be filed with the papers pertaining to the underlying transactions
-Unexpired contracts, mortgages, notes, leases, deeds
-Correspondence - legal and important
-Depreciation schedules
-General ledgers and year end trial balances
-Financial statements (year end)
-Insurance records, current accident reports, claims, policies, etc.
-Journals
-Minute books of directors, stockholders, bylaws and charter
-Patents and related papers
-Property appraisals by outside appraisers
-Property records, including costs, depreciation schedules, year end trial balances, blueprints and plans
-Retirement and pension records
-Tax returns and worksheets, revenue agents’ reports, and other documents relating to determination of income tax liabilities
-Trademark registration and copyrights
-Training manuals
-Union agreements
Retain for 7 years
-Accident reports/ claims (settled cases)
-Account payable ledgers and schedules
-Accounts receivable ledgers and schedules
-Checks - canceled
-Expired contracts, mortgages, notes, leases, deeds
-Expense analysis/distribution schedules
-Garnishments
-Inventory listings
-Invoices (to customers, from vendors)
-Notes receivable ledgers and schedules
-Payroll records and summaries
-Personnel files (terminated)
-Petty cash vouchers
-Purchase orders
-Sales records
-Scrap and salvage records
-Stock and bond certificates (canceled)
-Time records/ cards
-Voucher register and schedules
-Vouchers for payment to vendors, employees, etc. — including allowances and reimbursement of employees, officers, etc
-Withholding tax statements

Retain for 3 years
-Employment applications
-Insurance policies (expired)
-Internal audit reports
-Internal reports (miscellaneous)
-Physical inventory tags
-Sales commission reports

Retain for 2 years
-Bank Reconciliation’s
-Correspondence - general or routine
-Duplicate deposit tickets

Retain for 1 year
-Receiving reports
-Requisitions
-Stockroom withdrawal forms

Source: Sattel, Johnson & Appel

Popularity: 4% [?]

Here is the question I got regarding situation when company starts doing business in multiple states.

I had a client call who wants to know which is better to do a foreign qualification of his NV corp into New York or just to incorporate all over again in New York, and have one pay the other. I said the usual, we aren’t accountants nor lawyers, but he just wants an opinion from someone who is going through it already. I explained that you are incorporating in each state you go to for EastBiz, but then the question of why came up. If you have a chance, can you give me a brief run down of why you are reincorporating instead of doing foreign qualifications? This is something that I am not really clear on.

This is a very good question and I have given it a lot of thought when making the same decision last year. Our company was growing from Nevada to Tennessee, and later to California.

The law requires that whenever your corporation starts doing business in other states (open office, hire employees) you have to register as a foreign corporation doing business in that state, or to set up a separate corporation in each state in which you do business.

State registration
There is not a big difference in state fees whether you open a new company for each state or get foreign qualification. Foreign qualification usually costs the same amount of money as setting up a new company. So we have to look at other issues.

Keep it simple
I like to keep everything simple. It saves time and money. Having multiple and separate companies means multiple bank accounts, multiple merchant accounts, separate QuickBooks account for each company … that means more bookkeeping and organizational time. Maybe it doesn’t look like a big deal, but once you have three or five companies you will see that it takes more money and time to keep everything well organized. Just think about having one bank account, one paypal account, one credit card and one merchant account for each company. The number of statements can get overwhelming. So here is the argument for keeping just one company.

Payroll issues
I love using the Paycycle payroll program. It costs just a few dollars per employee and a few clicks with the mouse to do payroll for my employees. Not only does it take only a few minutes to do payroll, but most state, federal reporting requirements and taxes also take just a few minutes to file. I cannot imagine using a different system, as this is a really huge time saver. Unfortunately, Paycycle doesn’t support multiple state employee situations very well. And this was one of my personal arguments that compelled me to use multiple companies.

Liability issues
Don’t have all eggs in one basket. When one of your companies owns all the assets, then if anything goes wrong (for example lawsuit) all your assets are at risk. If you have assets in multiple corporations then, you limit your exposure. If one company gets sued, only the assets of that company are at risk. This is a good argument if you own assets like real estate in each state. Having separate companies gives you less exposure.

Popularity: 5% [?]

Do you need inexpensive, but prestigious place for your new start up? We have just opened brand new office in Los Angeles area. The rate is just $150 per month and it includes mail handling, use of office space and conference room.

We also offer storage (warehousing) for your products. For example you are small startup selling and shipping products to your customers. Now you can use our warehouse and office to meet clients. Our prices are the lowest you will find and we love to work with e-commerce companies and startups.

For more information visit our website about Los Angeles virtual office.

Popularity: 6% [?]

Michigan Statutes do not recognize conversions of corporations to LLC’s or vice versa. The closest thing you can do to change from on format to another is to file a new company and then merge the old company into the new company.

Also, Michigan statutes do not recognize a name consent. You cannot under any circumstances use a name that is in use.

Popularity: 4% [?]