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Small Business Resources
Alter Ego -
Along with registering a new company, come responsibilities. You miss one year maintaining your company, you will become an opposing attorneys best friend. Your business is no longer a company, it's an "Alter Ego". In layman's terms, it's just you.
- Did you apply for a Federal Tax ID?
- Did you fund your company with a business checking account?
- Did you apply for a business license and pay the renwal fee each year?
- Did you file your Federal Tax Returns each year?
- Did you file your State Tax Returns each year?
- Did you include an income or loss on your Personal Tax Returns each year?
- Did you pay your annual fees to the Secretary of State each year?
- Did you pay your annual fees to the Registered Agent each year?
- Did you maintiain your books with resolutions each year?
- Did you have your Annual Company Meeting each year?
- Did you update your bylaws and operating agreement each year?
- Did you issue stocks and membership certificates each year?
Appointment of Registered Agent
- An entity that has been a party to a conversion, or merger and/or acquisition transaction involving a corporation, limited liability company, or limited partnership, which has been filed with the secretary of state.
- A name, other than the legal or fictitious name, that a corporation, limited liability company, limited partnership, or registered limited liability partnership does business under and that is filed with the secretary of state
Assumed Name Entity
- A corporation, limited liability company, limited partnership, or registered limited liability partnership that is not organized or filed with the secretary of state, such as a bank or insurance company, but that has filed an assumed name certificate with the secretary of state.
- An inactive status applicable to limited partnerships. This status indicates that a Texas or foreign limited partnership has filed a cancellation or has failed to file its periodic report after notice of forfeiture of its rights to do business.
Certificate of Correction
- An inactive status indicating that a nonprofit corporation has been consolidated with one or more other nonprofit corporations.
- An inactive status indicating that the entity has converted into another type of entity or to another jurisdiction of domestication.
Articles of Conversion
: used to denote corporations (public or otherwise). These are the only terms universally accepted by all 51 corporation chartering jurisdictions in the United States. However, in some states other suffixes may be used to identify a corporation, such as Ltd., Co./Company, or the Italian term S.p.A. (in Connecticut;). Some states that allow the use of "Company" prohibit the use of "and Company", "and Co.", "& Company" or "& Co.". In most states sole proprietorships and partnerships may register a fictitious "doing business as" name with the word "Company" in it. For a full list of allowed designations by state, see the table below.
- An active status indicating that a professional association has failed to submit its annual statement, and has not yet been involuntarily dissolved.
Doing Business As
: denotes a business name used by a person or entity that is different from the person's or entity's true name. DBAs are not separate entities and do not shield the person or entity who uses the DBA as a business name from liability for debts or lawsuits. Filing requiments vary and are not permitted for some types of businesses or professional practices.
change the domicile of an entity formed under a jurisdiction outside of state. This form MUST be accompanied by a domestic new filing application.
- Applicable only to certain types of domestic entities. The duration is the established period specified in the formation document for which the entity is authorized to exist. The duration may be perpetual or non-perpetual. If non-perpetual, the duration is expressed either as a date certain (e.g., December 31, 2055) or as a number of years (e.g., 50 years).
- For a corporation, this is the address on the public information report. For a foreign entity, this is the address listed in its application of certificate of authority or other similar document as its principal office. For a professional association, this is the address of its principal office. For a limited partnership, this is the address listed as the principal office in the U.S. where records are kept.
- Identifies the organizational structure of the business organization or nonprofit association. A domestic entity type is an entity formed/organized under the laws of each state. A foreign entity type is an entity formed/organized under the laws of a jurisdiction other than the domestic state.
Articles of Exchange
- An inactive status used to indicate expiration of a domestic corporation or limited liability company having a specified period of duration.
- The federal employer identification number issued by the Internal Revenue Service. Provision of this information is generally optional.
- The name a foreign corporation, limited liability company, or limited partnership uses to obtain its certificate of authority/registration when its legal name is not available pursuant to entity name standards. Formerly referred to or known as a foreign entity's "qualifying d/b/a."
- A listing of all documents filed by or recorded to the entity record. The history includes a document type, a filing date, the location of the document on microfilm, or the image of the document.
- The number assigned by the secretary of state when an entity is organized or registered with the secretary of state. A file number is commonly referred to as a "Charter Number." This would be the organizational id number for a registered organization.
Foreign Entity Formation Date
- Date on which a foreign entity was formed in the jurisdiction of organization.
- An inactive status indicating that the corporation or limited liability company failed to file its franchise tax return or to pay the tax due thereunder. Status is changed by secretary of state when certification of the delinquency is received from the comptroller of public accounts.
- An active status indicating that a nonprofit corporation or a limited partnership failed to submit its periodic report within 30 days after mailing by the secretary of state, and has not yet been involuntarily dissolved or cancelled.
: is a partnership in which all the partners are jointly and separately liable for the debts of the partnership. In most U.S. states, it can be created by agreement without requiring a public filing. The partners may themselves be legal entities or individuals.
- A name status applied to a name that was the last legal or fictitious name in use by an entity before a change in entity status from active [e.g., "in existence"] to inactive [e.g., "forfeited existence," "terminated," "voluntarily dissolved," etc.].
- An active status indicating that the entity has not dissolved, forfeited its formation document, withdrawn, terminated, merged, converted or otherwise terminated its existence.
- A name status that indicates that the name is the current legal or fictitious name of an active entity.
Involuntarily Dissolved or Involuntarily Terminated
- An inactive status indicating that a corporation, professional corporation, professional association or limited liability company was administratively dissolved or terminated for failure to maintain a registered agent, file a report, or pay a fee.
Judicially Dissolved or Judicially Terminated
- An inactive status indicating that a entity was dissolved or terminated by a court order.
- For entities formed/organized outside of the state, the state or foreign country whose laws govern the formation/organization of the entity.
- An inactive status indicating that the law applicable to the entity has been repealed. The entity was either required to file under another statute or the records regarding the entity were transferred to another agency that assumed responsibility for maintenance of those records and oversight over the entities transferred. For example, this status applies to trust companies that are now on file with Department of Banking and to foreign bank agencies that were required to file as foreign financial institutions with the adoption of the Banking Code.
- This entry in the filing history record indicates that a document was indexed in the Legacy computer system without specifying the type of document filed.
- The name of the entity as shown in its formation document. For example, the legal name of a domestic business corporation is the name contained in its articles of incorporation.
Limited Liability Company
: a form of business whose owners enjoy limited liability, but which is not a corporation. Allowable abbreviations vary by state. Note that in some states
by itself is not a valid abbreviation for an LLC, because in some states, it may denote a corporation instead. See also Series LLC. For U.S. federal tax purposes, in general, an LLC with two or more members is treated as a partnership, and an LLC with one member is treated as a sole proprietorship.
: a partnership where at least one partner (the general partner, which may itself be an entity or an individual) has unlimited liability for the LP's debts) and one or more partners (the limited partners) have limited liability (which means that they are not responsible for the LP's debts beyond the amount they agreed to invest). Limited partners generally do not participate in the management of the entity or its business.
Limited Liability Partnership
: a partnership where a partner's liability for the debts of the partnership is limited except in the case of liability for acts of professional negligence or malpractice. In some states, LLPs may only be formed for purposes of practicing a licensed profession, typically attorneys, accountants and architects. This is often the only form of limited partnership allowed for law firms (as opposed to general partnerships).
Limited Liability Limited Partnership
: a combination of LP and LLP, available in some states.
- The management tab will include officers and directors for corporations, managers or members for limited liability companies, and general partners for limited partnerships.
- An inactive status indicating that the entity has terminated its existence by merging into another entity.
Articles of Merger
- The names tab includes a history of the legal or fictitious names of the entity.
- The term used to identify the status of the name retrieved. For example, the status of a entity’s legal or fictitious name may be "in use," "inactive," or "prior."
- The term used to identify the type of name retrieved. Name types include "Legal," "Fictitious," and "Assumed Name."
- A sub-category of non-profit corporation used to describe and identify a non-profit corporation created pursuant to a specific special statute or code to pursue a specialized purpose. Example: An electric cooperative is a non-profit sub-type.
Original Date of Filing
- The date the organizational document or registration document applicable to the entity type was filed.
- The name status given to a former legal or fictitious name of an entity, whether the status of the entity is active or inactive. For example, a corporation was incorporated on 12/4/1998 as ABC, Inc., changed its name on 3/3/1999 to XYZ, Corp., then voluntarily dissolved on 6/5/2001. The name status of ABC, Inc. would be shown as "Prior" and the name status of "XYZ, Corp." would be "Inactive."
- The date the entity was originally formed under a different organizational structure as evidenced by a conversion filed with the secretary of state.
abbreviated as PC or P.C. are those corporate entities for which many corporation statutes make special provision, regulating the use of the corporate form by licensed professionals such as attorneys, architects, accountants, and doctors.
Professional Limited Liability Company
: some states do not allow certain professionals to form an LLC that would limit the liability that results from the services the professionals provide such as doctors, medical care; lawyers, legal advice; and accountants, accounting services; architects, architectural services; when the company formed offers the services of the professionals. Instead those states allow a PLLC or in the LLC statutes, the liability limitation only applies to the business side, such as creditors of the company, as opposed to the client/customer service side, the level of medical care, legal services, or accounting provided to clients. This is meant to maintain the higher ethical standards that these professionals have committed themselves to by becoming licensed in their profession and to prevent them from being immune (or at least limit their immunity) to malpractice suits.
RA Notice Sent
- An active status indicating that the registered agent of the entity has resigned and a new registered agent has not been appointed or that an allegation has been made that the entity is not maintaining a registered agent and the entity has been sent notice of the need to name a new agent.
Registered Agent and Office
- Agent and address for service of process.
- An active entity status indicating that a non-profit corporation or a limited partnership has been requested to file a periodic report, or a professional association has been requested to file an annual statement. The due date for the report or statement has not passed.
Resignation of Management
revive a corporation
- An inactive status indicating the certificate of authority of a foreign corporation has been administratively revoked for failure to maintain a registered agent, file a report or pay a fee.
Return on Investment. How to evaluate business profit.
Service of Process Address
- When a corporation or limited liability company has filed a withdrawal of its certificate of authority, the entity designates the secretary of state as its agent for service of process. The entity also designates an address for forwarding process served on the secretary.
: a business consisting of a single owner (which may itself be a business entity), not in a separately recognized business form.
Statement of Cancellation
- This field reflects the status of the entity on the records of the secretary of state. It is not necessarily an indication of whether the entity actively engages in business activity. It will not reflect whether the entity has filed for bankruptcy. There are two status categories: active and inactive. Active status terms include: In Existence, Report Due, RA Notice Sent, Forfeited Rights, and Delinquent. Inactive status terms include: Forfeited Existence, Voluntarily Dissolved or Voluntarily Terminated, Involuntarily Dissolved or Involuntarily Terminated, Judicially Dissolved or Judicially Terminated, Revoked, Expired, Withdrawn, Merged, Converted, Consolidated, Cancelled, Terminated, and Law Repealed.
- taxpayer identification number issued by the state comptroller of public accounts.
- An inactive status indicating that a foreign entity has filed notice that its existence has terminated in its jurisdiction of formation.
Termination of Merger/Exchange/Conversion
Voluntarily Dissolved or Voluntarily Terminated
- An inactive status indicating that a entity has filed articles of dissolution or a certificate of termination to terminate its existence.
- An inactive status indicating that a foreign entity has surrendered its authority to transact business by filing an application for withdrawal, or a registered limited liability company has surrendered its registration prior to expiration of its term by filing a notice of withdrawal.
Withdrawal of Designation
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