SERVING INDIVIDUALS, BUSINESSES, LAW FIRMS, AND CPA'S FOR OVER 40 YEARS
Losing proof that your company exists in Delaware can be a stressful situation. This critical documentation is essential for establishing your business's legal existence and is required for many business transactions. However, accidents happen, and important paperwork can be misplaced or destroyed.
If you find yourself unable to locate any proof that your Delaware company exists, don't panic. There are steps you can take to recover your company's identity and ensure its continuity in Delaware.
Assess the Situation
Take a moment to try to recall how you originally received the documents and check all potential locations where the proof of existence might be.
If your company was formed in the past few years, it’s likely that the documents were sent to you via email and that you did not receive a paper copy. Check your current and former computers (if you're able) for the documents, as well as any email accounts you may have used.
Contact a Delaware Registered Agent
If you are unable to locate the proof of existence, the next step is to contact a Delaware registered agent and request a certified copy of your Articles of Incorporation (for a corporation) or Articles of Formation (for an LLC).
Registered Agents are responsible for handling business filings and maintaining records for companies registered in the state. A registered agent should be able to look up your entity by just the name or file number. To do a preliminary search of your entity’s existence, you can look up the file number by entity name here.
The Incorporators is able to retrieve this document for you whether or not we are your current registered agent. If you'd like to order a copy of your document, you can order a certified copy of your articles of incorporation or formation here.
Request a Certificate of Good Standing
A registered agent can also obtain a certificate of good standing, which serves as official proof that your company is authorized to conduct business in the state and is up to date with all state taxes and entity requirements. You can order a certificate of good standing from The Incorporators here.
Delaware has annual franchise taxes for all entity types and annual report requirements for corporations. Depending upon how long it has been since you were current on these requirements, you may find that your entity has been voided by the state of Delaware.
Corporations that have not paid their franchise taxes or filed an annual report for two years are automatically voided by the state. LLCs that have not paid their franchise taxes after three years will also be voided. If the entity has been voided by the state, you will need to file a revival, pay overdue taxes and penalties to the state, and file all missing annual reports before a certificate of good standing may be obtained.
If your entity has not gone void but is not in good standing, a Delaware registered agent will be able to look up the total amount that you owe in order to bring your entity back in to good standing. Once the amount is paid to the state and all annual reports are filed, you can receive a certificate of good standing immediately.
The Incorporators is able to assist you with this. If you request a copy of your Certificate of Good Standing and your entity is not in good standing, we are able to quickly provide you with the details of what would be required for you to revive your LLC or corporation.
Renewing and Reviving Your Entity
Entities that have been voided are typically eligible to be renewed or revived. This requires the business owner to pay the overdue taxes owed to the state, additional penalties, and (if it’s a corporation), filing annual reports for the missing years.
Once that is complete, a registered agent may file revival paperwork to bring your entity into compliance and confirm that it is now in good standing.
Maintaining a Registered Agent
Another reason your entity may find itself out of good standing is if your registered agent has resigned and your company is without a registered agent. All entities in Delaware are required to name a registered agent.
You are able to be your own registered agent if you have a physical address in Delaware, but most business owners choose to hire a registered agent. Learn more about why you may not want to be your own registered agent here. If you are in need of a registered agent, you may purchase our Delaware registered agent services here.
Reconstruct Your Corporate Records
While your revival is pending, it may be wise to reconstruct your corporate records to the best of your ability. Gather any available supporting documents, such as tax returns, financial statements, contracts, and previous filings with the state. These records can serve as secondary evidence of your company's existence and may be required when dealing with banks, investors, or government authorities.
Reach out to former partners, stakeholders, and clients who might have interacted with your company in the past. They might possess copies of contracts, invoices, or other business documents that can corroborate your company's existence. Their support can be invaluable in reestablishing your company's identity and helping your company move forward.
Moving Forward
Losing proof that your company exists in Delaware can be a challenging ordeal, but it's not an insurmountable one. By reaching out to a registered agent and taking proactive steps to reconstruct your corporate records, you can reestablish your company's identity and continue conducting business in the state.
Once you have copies of all necessary documents, remember to keep your business records organized and backed up securely to prevent future instances of document loss. We recommend keeping digital copies in a secure cloud storage environment as well as printed paper copies in a secure fireproof location.
If you have any questions or you need assistance recovering proof of your company's existence, contact The Incorporators by calling (800) 223-3928 or contacting us here.