Corporate Practice Perspectives Webinar Series: Steps to Entity Formation

Annie: Hello, everyone. Welcome to today's webinar, "Corporate Practice Perspectives Series: Steps to Entity Formation." My name is Annie Triboletti. I'll be your moderator kicking things off today.

Before we start our session, I just have a few quick announcements for our audience. So as mentioned just a few moments ago, this is part of our Corporate Practice Perspectives webinar series. In today's fast-changing corporate environment, staying ahead of legal and administrative challenges is more important than ever. This series brings together experts to share practical insights that help professionals navigate complex processes, avoid common pitfalls, and stay compliant in an evolving regulatory landscape.

We invite you to explore the full series of webinars. You can see on your screen this if the full calendar of events that we have going on. We've had a few that are available to watch on demand, and we have today's session as well as two more coming up for the remainder of the year. You can take a look at all sessions of interest within the Take Action widget, which is located on the right side of your audience console.

Now with that, I just have a few additional things to mention. Our audience will be muted for the duration of the webinar. However, you can enter any questions or comments that you have at any time during the presentation. We'll take some time to answer all of your questions in a Q&A session with our speakers at the end of the presentation. And if we aren't able to get to any of your questions today, we'll make sure that we follow up afterwards.

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In the Resource widget, which you'll find on the right side of your screen, you'll find a PDF copy of our slides from today's presentation. We also have an entity formation checklist, a link to 2025 industry awards, and information on CSC's services for law firms. We encourage you to download any resources or links that you may find useful.

So joining our session today are Ruth Wilde and Helena Ledic. Ruth is a team leader in our Wilmington, Delaware office for corporate transactions, and Helena is an associate general counsel for CSC in the Chicago office. So with that, I would like to welcome Helena and Ruth.

Helena: Thank you so much, Annie, for getting us started off. Hello to everybody in the audience. I am thrilled to be speaking to you today about entity formations. And as happy as I am to be speaking with you, I'm even more thrilled that Ruth gets to sit by my side, that we get to present this to you. She is our true expert here.

So let's talk a little bit about our agenda. So what we're going to do is we've already covered our introductions, but what we're going to do is we're going to talk about name availability, reservations, and registrations. Then what we're going to do is segue into retrieving documents from those government agencies. We're going to talk about some of the different entity types. We'll talk about best practices and turnaround times for Delaware, New York, and a few other states. Then we're going to touch upon really briefly the Corporate Transparency Act and how shades of that might still be alive in a place like say New York. And then we'll get into our Q&A session after that.

So a little bit about CSC. What I always like to tell people is that tagline of we are the business behind business is the thing that's most important. We provide those business administration and compliance solutions across the entire business life cycle to our customers out there. We work with more than 10,000 different law firms, 90% of the Fortune 500 and then more than 90% of the 100 Best Global Brands that are out there. We're on 5 different continents, and we have offices in I think it's about 70 different cities. And we have been owned under common ownership for 125 years.

So let's get things started off. So for everyone here in the audience, go ahead and take a stab in here and tell us what state you happen to think is the most difficult for entity formation. And let me ask Ruth now what she thinks, from her perspective, what are a couple of the most difficult states that are out here. Ruth.

Ruth: Oh, gosh, I feel like people will say Delaware, New York. But honestly, I think each state has their own complexities. There are so many different nuances of what states accept what. It slightly is different between each state. So I wouldn't be surprised to see a variety of answers here. But I think Delaware and New York are going to be in the top two there.

Helena: Got it, Ruth. All right. So now, let's get us started off and let's talk about those name availabilities, and then what are the differences between reservations and registrations. So Ruth.

Ruth: Yeah, thank you, Helena. So one of the first things you should do prior to forming a company is to check if the name is available. And once you know that it is, you can either reserve the name or register the name to guarantee that no one else can take that name from you. But please note that most of the common states don't actually allow for name registration, like New York and Delaware.

So here we can go into name availability a little bit more. Some states do have specific restrictions on words, like bank, insurance, things of that nature. In Delaware, any name using a derivative of the word "bank" will need Bank Commissioner approval, which is a form that can be sent with the formation document. CSC will submit your Bank Commissioner form with your formation to the State, and then the State sends that to the Bank Commissioner's office and gets the approval to use the name or not. However, in a state like New York, clients do have to speak directly with those different departments to obtain the consent to use the name. So just remember, even though the name may be available, it does not necessarily mean the name will be approved by that jurisdiction.

Helena: And Ruth, if I can also throw out over here, is I think it's really important that if you're working, like maybe you work with Delaware all the time and maybe you're all of a sudden doing something, maybe a formation say for Washington State, always double-check the rules for that state, if they happen to have restrictions on certain words there. It's different in every state. For example, Florida has got a restriction on the word "Disney." So unless you're associated somehow with the Disney Company, you can't use that word.

Ruth: Yeah, exactly. Thank you for that, Helena.

Helena: All right.

Ruth: All right. Next, if your name is not available in that state, we will provide you details of what that name conflict is and if name consent is an option for that jurisdiction or not. So for qualifications, you can use a forced doing business as name if there is a direct conflict or you're unable to get the name consent. You will not be able to maintain your original file date if the name is not available though. So I think that's something to remember, if you're not able to get name consent, that you will lose your original submission date.

And then, speaking about name consent, consent can be provided from one entity type to another. We often get questions like if a nonprofit corporation is able to consent to a for-profit corporation, and the answer is no because at the end of the day, they're both a corporation. So that is not a case where you can give consent.

Another issue that we see, in Delaware at least, is the company letterhead that the name consent has to be on. If the company does not yet have official letterhead to use, they just need to make sure that the consent letter has the company name, the address, and the phone number.

Texas and Nevada do allow consent in some situations. But New York does not allow for name consent if there is a conflict.

Helena: Oh, let's now segue and go into document retrieval. So let's now talk about what are those documents that CSC can help you, our customers retrieve those with. And so what we wanted to do was we kind of wanted to break it down into two category buckets, those that happen to be filed with the different government agencies that can be retrieved, but those that can't be retrieved. So the ones that can't be retrieved are in the bottom bucket over there. And those are typically things such as bylaws and operating agreements, affidavits. But those documents that our CSC customers come to us for all the time are good standing certificates. So we help out with those. We can order certified copies also.

But just remember if you're ordering documents that may not like fall into that exact like good standing category, just know that there might be some restrictions in certain states on being able to retrieve those. So, for example, I'm in Illinois, and we have restrictions over here in Illinois that death certificates can only be retrieved by immediate family members or authorized agents. So that's not something that the general public can access. So that's just something to keep in mind. Those documents that can be filed, we can help you with and that are allowed to be retrieved.

So why in the world do you want to retrieve a good standing certificate? So for our very seasoned paralegals over here and tenured, they know they order these things from us all the time. But for the people in the audience who are listening who may still be in school or may be earlier in their career or may be doing litigation, the reason that you typically need a good standing certificate, I think is one of the top two reasons that are on here, is that you're going into some type of a transactional event and that you need to be able to show your bank or financial institution or the other party that you are in compliance with the state. And everybody always thinks that this is an M&A type of situation, but it doesn't have to be that. It might be doing something like getting a corporate credit card, being able to get a bank account for that business, or maybe that you're leasing office space.

The other most common reason that people retrieve good standing certificates is that you are expanding beyond your home state and you're doing a qualification in another state and you have to provide that good standing certificate from your home domestic state, which sometimes actually needs to be a certified copy.

All right. So let's go into these a little bit. Now here are the different types of certificates that we have, Ruth.

Ruth: All right. So Delaware good standings can be pulled rather quickly, provided that your entity is in good standing. Another reason that you might get held up a little bit is if there's a filing in progress on that entity, that will delay us from being able to retrieve that document. Before requesting to order a good standing, it may be helpful just to check the entity status first so you know what to expect in terms of am I going to get this document quickly or not.

In New York, you can get a good standing that indicates the entity is active but past due. So all that is needed to be active and in good standing is filing one biennial report regardless of how many years it's past due.

There are two different kinds, the short form and the long form good standing, which I'll get into next. Okay, so most entities do request a short form good standing, and that indicates simply they are active and in good standing. Delaware specifically will state the name of the entity, when it was formed, and will have a statement that the annual reports and taxes have been filed and paid and that it's in good standing as of the date that it was ordered.

Some states, like Illinois or South Carolina, do not offer a long form good standing option. And what's nice about the long form good standing option is that it includes everything that I just mentioned plus a list of all the filings that are on that entity's record.

In New York, the cost of a short form good standing and long form good standing is the same. But in Delaware, there is a price difference, and the turnaround is going to vary per state, too. So like I was saying, with Delaware, you can get it pretty instantaneously. But for something like Maryland, it can take up to 20 days to obtain a long form good standing. So be sure just to ask your registered agent about turnaround times in that specific state that you're requesting documents from.

Helena: So another document that CSC is frequently asked for is tax status certificates. And this is different from your typical secretary of state type of good standing certificate. These are typically obtained from the Department of Taxation or the Department of Revenue. And that certificate, the letter states that the entity is in compliance and has filed their tax forms, whatever those types of forms are, and that they've actually paid their taxes. And so these are typically needed for due diligence or maybe for closings. So that's something to keep in mind.

But that third bullet point over there is be aware of roadblocks. And that's one that you really need to know about. So when Ruth was talking about getting our good standings, pretty much anybody can order those. But a tax status certificate can typically only be requested by an appropriate officer of that particular entity. So it couldn't be me asking for ABC Corp. if I wasn't affiliated with it. It would have to be somebody from ABC Corp. requesting that. So that's something to keep in mind.

And then, also, tax status certificates can take a really long time. And Ruth, I'm going to defer to you on this with your expertise, but I do believe New York can be somewhere in the neighborhood of around four or five months, right? And Pennsylvania can take as long as two years. Does that sound right there?

Ruth: Gosh, I did not know that about Pennsylvania. But I guess you are correct. And even with Delaware, it does take like six to eight weeks, I believe, to obtain those.

Helena: Wow. Okay. So everybody, if you need to get those tax status certificates, build in that lead time for them.

Another document that CSC can help you with, and this one really important to know is not a government document that we've been talking about, but this is a bring down. And so let's say that you've got a deal that's happening. You've got a closing that's coming up, and it's going to be say on the first of the month or something like that. You've done all your good standing searches. Everything is in compliance, and everything has been buttoned up. But maybe you've got maybe that there are 4 or 5 big entities involved, or even 2 or 3 or 10 or 20, who knows whatever that number is, and you just want to do a last, last minute check to make sure that those entities are in good compliance. You can reach out to CSC, and we can do a search on that for you that morning, the day of your deal, and then we'll put it onto our letterhead, and we'll send it to you. And you can take that to your closing, whatever that financial transaction is. So that's something that we can help you with. But again, crucially to know, this is not a government document. This is a service that CSC offers to its customers.

So Ruth, why don't you take us into certified copies.

Ruth: Yeah, absolutely. So the certified copy is an official document from the secretary of state that attests to the filing being a true and correct copy of the filing. CSC does default to ordering certified copies for original filings. So if that's not something you do want, you would need to make sure that you're specifying to your customer service specialist that you would like a plain copy.

Some states, like New York and New Jersey, have partial records. South Carolina is a state that only offers a certified copy, so a plain copy is not even an option there. And then something to keep in mind, as we're talking about like the turnaround times, some states, the documents are in the archives and it can take months to obtain, like Nevada, for example. And in the state of Arkansas, there is no expedite option, so you're waiting somewhere from 7 to 10 weeks to receive your evidence. So again, just be sure to ask your registered agent about turnaround times for those specific states.

So why would you want to order a certified copy? Most people do it just as proof that a filing took place, while other people just order it to gather information historically, or they might need it for use to file in another jurisdiction. So remember, if you would like certified copies of all documents on file and there happens to be a restated on file, we will ask you if you want the restated forward, as (a) it will be cheaper for you, but (b) also the latest restated will always trump the previous filings.

So there are some states that charge different rates depending on the entity type, like in New Jersey. But some states have a flat rate. Like I think it's Virginia, for example, I think it's $6 that they charge as a flat rate. But other states will charge per document or per page.

Helena: So let's now talk about something else that you might need. And now let's move outside the United States. And let's talk about that if you need to take some of these documents, these government documents, these copies, your good standing, your certified copy of whatever it should happen to be, and let's say that what you want to do is you want to use these internationally, outside of the United States. Unfortunately, for the most part, you really just can't take that good standing certificate and say go to the French authorities because you're having a deal that is happening in France. And you just can't use that document there.

To be able to use that document from the U.S. into another country, or for that matter vice versa, you have to be able to either go through the authentication and legalization process or apostilles. So let me talk about apostilles first because they're the easier one.

So I just gave that example of wanting to go to France. So that's great because there are over 120 some countries that are part of the 1961 Hague Convention, which abolishes the requirement of the legalization of foreign public documents. And then all what you have to do is to get an additional document that's issued, that's called an apostille. And that apostille says that this document can be used in a foreign country. Super easy, relatively speaking. It might take a little bit longer in some states or another, but it's fairly easy.

But the catch with this is, when I said 120 some countries, to be able to do an apostille, both countries have to be signatories to that '61 convention. So until I believe it was last year, both China and Canada were not part of the Hague Convention for abolishing the legalization. And if you needed to use a document in those countries, you had to go through the longer process. But 120 some countries are part of it, but both countries have to do that.

Now what if you're wanting to take a document, say, to the UAE? They're not part of the '61 Hague Convention. And with that, depending on the country that you're dealing with, you still might have to take, say, that good standing certificate and take it to the U.S. Department of State to have it be authenticated, where they do some type of a notarization type of process, stamp of approval on it. And not all countries require it. But if you do, you have that authentication. But then the next step of it is to take it to the embassy or the consulate for the country that you're taking it to, for them to review it and then for them to put on some type of a stamp or a notarization, then saying that that document can then be used in that country.

And unfortunately, if you have to go through the authentication and legalization process, it can take significantly longer. The stories are legendary of certain countries that might be in the World Cup for soccer. If their country was playing on a given day, their embassy is shut down, and you can't transact any business. Or maybe legalizations only happen in a couple of hour window in a given week. So you have those kinds of restrictions over there, and this is where when you work with someone like a CSC, they can guide you through that. We have an entire team that just works with authentications and legalizations to help out our customers.

All right. So Ruth, let's talk now about some of these other entity types that we have going over here. So I'll get us started off, and we just have over here a few examples of these really common entity types. You can see that we have the LLC that everybody knows about. But there are also professional limited liability companies. We've got sole proprietorships. We've got professional corporations, which are very frequently things such as medical, dental, legal practices, engineering, architectural firms. And then we also have listed over here things such as limited partnerships.

We have over here a business entity comparison chart. This just gives you a little bit of a breakdown of what some of the differences are there between these different kinds of entities, just for you to be able to quickly review if you want to, if you ever had any questions.

So now let's talk about our webinar today is entity formation. So we've talked about getting documents. Ruth, take us through the steps for forming an entity.

Ruth: Yeah. So right here you can see one through nine, just kind of a general idea of what are the steps that you should take when forming a company. A lot of the things here are by request. So the biggest piece of advice I can offer here is to just make sure you're checking name availability. I think that's one of the things that in the start of the process can get people hung up because they're just submitting their filing thinking they're good, but the name ends up not being available, just causing further delays. And sometimes we have situations where you're trying to form 10 companies, and it needs to be filed in a specific order, and we get to company number 4 that the name's not available, and so everything else afterwards has to be held up because of that. So that's just a key takeaway there is checking the name ahead of time.

The next thing I would say is ensuring that you have the proper forms and that it is completed correctly. And then just doing your research, asking the right questions to your customer service specialist for information about the jurisdiction you want to conduct business in. As we keep saying, things vary state to state. So you just want to make sure you have all your ducks in a row.

For example, like if you're forming in New York, just forming the LLC is not like the last step. You have to submit a publication within 180 days, and when you receive that publication affidavit, you have to submit that to the New York Secretary of State.

So remember, forming the company is one thing, but also understanding how to keep it in compliance and in good standing so you're able to obtain those documents we talked about earlier. So that's just a whole other piece of it, too.

Helena: And certainly if you need things like Employer Identification Numbers, CSC can help you out with that, or business licenses. That is something that if you have any questions, our teams can help you with that and guide you through that process.

So let's now get into some of the best practices. And we've got Delaware, New York, and a few other selected states. It seemed like whenever Ruth and I talked, the number of states we added in kept getting bigger and bigger and bigger all the time. So this is going to end up being the Ruth show, everybody.

So let's just go into Delaware first. Why do people choose Delaware, and why is it so popular? The Delaware General Corporate Law or I should say the Corporation Law has got the most advanced and flexible business formation statutes in the nation. The Division of Corporations provides very friendly, professional service. It's very much run like a business, not a government agency. Ruth is going to walk us through some of that so that you can see that. And then that Court of Chancery has got that business case law that's over there. That is the model for the federal courts and most of the other courts that are out in the U.S. that they use.

So Ruth, why don't you walk us through now, like if you were going to do filings in Delaware, talk to us a little bit about the process over here.

Ruth: Yeah, so first things first, these are the different processing methods that the State offers. So you can do something on a routine basis and expect evidence within three to five days. Or you can do things as fast as a 30-minute filing if you are like at a closing and you need to get things done rather quickly.

For the most part, Delaware is pretty good with sticking to these turnaround times. But just keep in mind, when it's the end of the month, end of a quarter, or the end of the year, things tend to fall behind. So just keep that in mind when you are choosing your processing method. And our customer service specialists should have up-to-date information regarding the turnaround times for Delaware and other states as well. So you'll be able to know like if you're submitting something on a 24-hour basis, am I going to expect to get that tomorrow, or are things tending to fall behind, and it might be up to two days. So just ask them what the current turnaround time is for that.

If you are pre-clearing a document, it will help speed things along. And then just . . . sorry go ahead.

Helena: No. The other thing I just wanted to jump in, Ruth, and just say Routine shows up over here is typically three to five days. Ruth alluded to the end of the quarter or the end of the year can take a really long time. A few years back, and I think part of it was like a COVID situation, but routine filings at the end of the year were taking 60 days. And I will say for our paralegals, who are on here who are doing that work, I would gather that most of you for the law firms you're working for or the corporate legal departments, that type of a turnaround is just not acceptable to get your evidence back. So I would generally say, for the most part, I think it would be very rare for you to want to go beyond 24 hours. So sorry for interrupting, Ruth.

Ruth: No, no, you're totally fine. If you guys are going to do the 30 minute, 1 hour, or 2 hour processing methods, it is helpful to have your documents pre-cleared. So that helps ensure that you are getting your filings back in that time frame. And then just to note, that pre-clearance service, though, for Delaware, there are only two options — 2 hour and 24 hour.

All right. So just some of the common filing errors that we see, and this will just help you be able to submit your filings without further delay. These are just like the four top things when it comes to formations.

Please ensure that your document is executed properly. And what I mean by that is that the execution date is complete, and it's not in the future. So not trying to submit something today when really the execution date is listed as October 1st.

Another thing is for the document it needs to be signed. So it needs to have a live or a conformed signature, the printed name of signer, and then the appropriate signer title, depending on what document you're filing. So for corporations, it has to be the incorporator that's signing. For LLCs, it can be the organizer, member, authorized person. And for your limited partnerships, it has to be the general partner that's listed on the document, that's listed in the execution, and then the signer on behalf of that entity, assuming the general partner is another entity.

And just an important thing to note if the document is not signed, we cannot secure the file date. So I know with Delaware file date is critical. So that's another thing just to make sure your document is completely executed before sending it to us.

Another thing is just making sure that you're using the right form and referencing the correct sections of law. Ideally, the document should be typed. But if it is going to be handwritten, making sure that it's legible.

And lastly, that the agent's name and address should appear how it is in the State's record. So for example, CSC's name must be listed as Corporation Service Company, and our address needs to be our current headquarter address. That's the 251 Little Falls Drive, Wilmington 19808. Corporation filings are the only ones that require our county to be listed as well. So that would be New Castle County.

Okay. So for New York cutoffs, given that routine filings can take up to six months, we do caution clients of choosing that as a processing method, because you can just wait that long only to find out that someone who chose a quicker processing method took your name in that time frame. The cost for expedite is also pretty reasonable. A 24 hour, for example, is just $25. So it may make sense just to choose that expedite option.

So for New York, some of the best practices here. The reasons listed here are similar to Delaware of the incorrect signature formatting, agent's information not listed correctly, or the qualification form is not completed accurately.

The number one reason filings are rejected is because the backer is missing, or it's not completed properly. A lot of people get Section Fifth and Seventh of that backer confused with what to fill in. So just a little hint here, Article Fifth should be the first box with CSC's Delaware address, and the Seventh Section should be the Delaware Secretary of State's address.

So moving on to Nevada, if you are reading that first bullet point, you read it correctly. When you file online, your evidence is returned immediately. The Nevada form can be confusing though, so just make sure that you're following the instructions properly and thoroughly, just to make sure you're using the state-prescribed form.

Some of the top rejections in Nevada is that the form is not fully filled out, or that the initial list is not provided with the formation filing, and also that the proper consent is not obtained prior to filing.

So for Texas here, what I wanted to point out on this slide is that the manager and member section on the form is often overlooked, which delays the filing as it is a requirement to be completed. Please also note that conformed signatures are not allowed, but electronic signatures are. And Texas does not offer any expedite service. So you can expect evidence within four days. So it's still not too bad, but no expedite service there.

Okay. With Wyoming, name consent is not an option in the state. So be sure that the entity name is available prior to filing. And the thing that I found interesting here is if the state reviews the filing later and the name is not available, an amendment will be required to change the name. So since the filing is online and the evidence is immediate, there's not a human that's reviewing that document initially. So that's where it comes into play where when the state's going to review later down the road, they might ask you to change the name if it's actually not available.

The file date in Wyoming is the date the filing was processed. And they also do not offer expedite service. So if you're filing routine, you can expect your evidence in about 15 days.

So with the State of California, self-drafted forms can be sent over the counter as 24-hour service or 4-hour service. But if you're doing the 4-hour service, it needs to be pre-cleared. And effective since January 21st, formations must be submitted online. There are some things that are still submitted over the counter. So things like a nonprofit corporation, they do tend to go over the counter still, since it's self-drafted. Title is not required for the signer on formation documents. So that's something that's good to know.

For the State of Florida, professional associations have to state a specific purpose. Nonprofit corporations can list zero directors. But if you are going to list, you have to list three. So basically, you can't have one or two. It can be zero, or it needs to be three or more. And nonprofit corporations must list the manner in which the directors are elected, but it is something like a general statement, like the manner in which directors are elected or appointed as stated in the bylaws. So that's all you need to state. It doesn't have to be anything super lengthy.

For the State of Illinois, on formation documents, the Authorized, Issued, and Consideration sections must be completed. Professional LLCs and LP filings are not available online. And LLC formations, the Member/Manager section must list at least one of those and include an address.

For corporation qualifications, if your name in the home state did not contain an ending, one has to be added in on your Illinois qualification. And if the name is not available for use, an assumed name must be chosen containing that ending, and the assumed name form must be used. That's a separate document from the qualification form. The signer must be listed in the officer/director list, including the title that they used.

Helena: I was going to say, Ruth, you're finally turning it over to me, right?

Ruth: Yes.

Helena: Right. Okay. So now that we went through all those states over there, let's now talk about something else that you need to have. Every single entity, both domestic and foreign, has to have a registered agent. So that registered agent has to have a physical presence in that jurisdiction and has to receive and forward process to that entity. So that's something to keep in mind. And at CSC, at our headquarters, we have an entire separate entrance at our building that is just for service of process.

So the one thing that I do want to say over here, or I should say two things. One is if we are your registered agent, you can have specific tailored mailing instructions that we will comply for you. And then the other thing is this is I think for paralegals who are joining us from law firms. If you're new or career, one thing to definitely keep in mind is make sure that you get very specific contact information for that entity, and let your registered agent, such as CSC, know who is the contact, because otherwise, if you don't give us someone, we will use you and chances are your firm does not want to have you, the paralegal being listed as the contact person. So that's just something to keep in mind over there.

But again, everybody has got to have that registered agent. And as Ruth alluded to earlier, you've got to have that correct address. So for example, in Delaware, it's got to be the Corporation Service Company, not CSC. And you've got to have our current address of 251 Little Falls Drive.

So now what we're going to do is let's do a quick little jump and talk really briefly about the CTA. So if you were anywhere in the entity formation space or any kind of compliance space for the last two, three years, everybody talked about the Corporate Transparency Act. And so here it was, we had to start doing filings and things like that. And the presidential administration changed, and the focus on the CTA went away.

And so what happened was, back in March 2025, FinCEN narrowed the beneficial ownership information reporting requirements to entities that are formed under the laws of a foreign country and then registered to do business in any U.S. state or territory. And I was talking with one of my colleagues who knows much more about the CTA than I do. I believe that the estimate is that that is somewhere in the neighborhood of about 10,000 entities in the United States. So that's a far cry from over 30 million entities. We're down to certainly well, well, well below a million entities. And the other thing is that U.S. persons are exempt from that reporting requirement and from providing their beneficial ownership information. So that's something to keep in mind.

So now you think, well, it's all gone away. Not quite. Let's now talk about for a moment the New York LLC Transparency Act. So the law will be taking effect on January 1, 2026. But as far as I know, there are no regs yet that are out there that are kind of walking through the steps of this. It's following the model of the CTA with those categories of exemptions that were out there, but there aren't specific regs. And this is something that if you are falling into this with the New York LLC for formations or qualifications, stay on top of this because this is probably going to be changing for you coming up.

All right. So with that, let's now jump into some of the Q&A questions. We've gotten some questions that have come through the chat. And so I'm going to be playing stump the chump over here with Ruth.

So before we jump into our questions, if you do want to learn a little bit more about CSC, please go ahead and click on any one of those or a multiple of those little boxes over there, for example, if you want to learn more about Entity Management, global subsidiary management, the other compliance services, your basic formation and qualifications, or for that matter, everything, all entity and compliance services.

So Ruth, all right, you ready? We've gotten some questions.

Ruth: All right. Hit me.

Helena: Okay. So the first one that I wanted to ask you was somebody mentioned having to publish in New York after forming. Does it matter where we publish in New York?

Ruth: Typically, the entities publish in the county where the principal office is located. If the principal place of business is outside of New York, the client will need to determine which county they want to publish in. But keep in mind that the county where the publishing takes place is the county where litigation is going to occur.

Helena: Okay, good tip for the people in our audience. Somebody else had a question over here. "If my filing is in processing with Delaware, but all of a sudden we realize we need to change the name, can we still keep the original filing date?"

Ruth: Unfortunately not. Delaware does not allow you to keep the original date, even for a slight change. So if you were trying to just add one additional word, they will not let you keep that original file date.

Helena: Okay, so you lose that date. All right.

Ruth: Yes.

Helena: Okay. So a couple of times you've talked about forms. Somebody wanted to know how do you know that forms are up to date. Like what are some of the tips around that?

Ruth: Visiting the state's website directly is, honestly, your best bet, or just checking with your customer service specialist to ensure that you have the right form for the entity type you're trying to form.

Helena: And I would also say that CSC, we check every single day if there are any changes to forms out there.

Ruth: Yes.

Helena: So that's another very certain place that you can look for to see whether we have current forms. If you're a customer of CSC, if you get into the procedural summaries, if you log in, you'll be able to see the different forms there.

Somebody wanted to know, "I don't want to use a corporate ending in Delaware." So I guess no corp or something like that. Is there anything that they can do?

Ruth: So there are like special caveats for that. The only way you can get away without a corp ending is you have to provide a notarized letter that attests to the fact that the entity has $10 million in assets. And additionally, if the corporation could prove that it's a nonprofit, non-stock, and an association of professionals, then a corp indicator is not needed. So those are the only two situations, if you have $10 million in assets, or you're a nonprofit, non-stock association of professionals.

Helena: So someone has got a question about cost of copies. Do you have any idea like what it would end up costing, this person wanted to know, or is it that you're at the mercy of whatever ends up happening?

Ruth: So we could create an estimate for you before you even order it. If you just let us know what kind of documents you're looking for, what kind of expedite you're looking for, we'd be able to create an estimate for you because like I was saying earlier, in some states it's an easy flat rate and some is just per page. So if you just let us know what exactly you're looking for, we'll be able to get that estimate for you.

Helena: Okay. Very good. And then I have another question here, something about registered agent. So the person said what happens if on their form, they have the incorrect address for the registered agent? And I think, Ruth, I know that I've spoken to you. That still comes up once in a while. The old address for CSC shows up, that somebody has got a form. What happens if you've got that wrong, the address?

Ruth: Yeah. So Delaware will suspend the filing, is what we call it. What that means is your filing will be held for five business days, until you get us a revised document. So it's not the end of the world if you submit it incorrectly. You do have five business days to get us the correct one. But across any state, it has to be the correct information for the agent name and address.

Helena: Vey good. Well, everybody, I think that's all the time we have for today with entity formations. I want to thank Annie, at the very beginning, for getting us started off and showing everybody how to be able to download things and all of that. I said it before, but Ruth is the true star this webinar. I'm so fortunate that I'm able to work with Ruth and that she can share her knowledge from not just herself but her entire team to talk about these entity formations. And, of course, the one that I most want to thank is for you spending part of your day with us so that you could learn more about entity formations and how CSC might be able to help you out.

So with that, everybody, thanks so much for attending. Please join us for one of the upcoming future webinars. I think we have one on withdrawals and dissolutions still coming, a live one, and we also have one on the legalizations, authentications, and apostilles. So we hope to have you join us in the future. Thanks so much and have a great rest of your day. Goodbye, everyone.

Ruth: Thank you.