We know the principle reason why corps file with sos in delaware or nevada..nevada has no corporate or franchise tax but do require annual filing fees.delaware also have low filing fees and it handles corporate litigation far better than any state and is more lenient on corp in litigation. However, UMS filing fees are delinquent and if that company reorganized and reincorporated as a corporation from an llc in the state of delaware those filing fees as well as penalties are obligations that should be met..Furthermore per Davids response that UMS is a Nevada based corp, he is implying that under Nevada SOS he is current. If so, there needs to be a cancellation of his charter in delaware. Lol... the complexities of incorporations with mergers. Its all about what best benefits to company. IMO incorporating in either yields the same benefits.company still has to apply for foreign corp status and pay the fees since it is operating in another state.. this issue has made headlines in the corporate world lately.. great discussion wilma and you have valid points outlined here. Gooo the new talk!!!