Drafting Provisions for an Independent Director or Manager in Real Estate Finance Deals

"Speak clearly, if you speak at all; carve every word before you let it fall." Oliver Wendell Holmes The quote above is powerful when ...

Getting Document Signatures Right: It’s Not as Easy as You Think!

When filing corporate documents, you might think that the signature would be a rather simple requirement. An officer, manager or other official ...

Process Agent Pricing Structures: How to Avoid Inflated Costs

For your U.S. domestic and cross-border financing transaction to be successful, it’s important to have a process agent in place before the ...

Financial Restructuring: An Increasing Demand for Due Diligence Ahead

With an increasing number of bankruptcy projects on the legal horizon comes an increased need for thorough public record due diligence. The ...

The Benefits of Choosing English Law in Cross-Border Financial Transactions

The prominence and global reach of English law, over the years, has been well recognized by the international legal community. English law ...

Charitable Solicitation Registration Requirements for Educational Institutions

In most states, educational institutions like colleges, universities and other primary and post-secondary organizations are exempt from state ...

Signature Requirements on Corporate and Other Documents in New York

When drawing up documents for filing in New York, it’s important that all the elements required by the relevant section of that particular law ...

Effective June 1st, 2020: The New Montana Business Corporation Act

Marking the first major revision to its corporation law in 28 years, Montana has a new Business Corporation Act taking effect June 1st, 2020. ...

Document Authentication and Legalization: Common Terms

When a document from one country is going to be used in another country for a legal or business matter, the receiving party will sometimes ...

Nonprofit Compliance: Temporary Changes Impacting Charitable Registration and Renewal

As many states have made accommodations for annual report compliance in response to the coronavirus (COVID-19) pandemic, several states have ...

What is a Process Agent and Why Do You Need One?

International transactions vary greatly from country to country, yet a typical provision included in many agreements is the appointment of an ...

Legalizing Documents During the Coronavirus Pandemic: Is Remote Notarization an Option?

Notarization is often the first step for legalizing a document – and it’s usually done in person. With social distancing requirements and the ...

U.S. Virgin Islands: Incorporation and Registration in a Nutshell

So you’ve consulted with your attorney and/or tax advisor and decided that it’s in your best interest to do business the U.S. Virgin Islands ...

Temporary Annual Report Extensions and Other Compliance Updates

With office closures and reduced staffing underway, several states have been shifting focus to mitigating the compliance-related impacts of ...

Georgia UCC Filing: A Non-Uniform Approach

When learning Article 9 of the Uniform Commercial Code, one of the first easy-to-understand principles is that personal property filings are ...

You Make Me Feel Like a… Natural Person?

Many states require that a communications contact, or authorized contact for receiving communications from a company's registered agent, be a ...

Keep On Keeping Online: Resources for Corporate and Secured Transaction Services

Jurisdictions around the world are closing their doors to the public in response to the coronavirus and managing with skeleton crews as part of ...

6 Surefire Paths to Corporate Filing Rejection (and How to Avoid Them)

No one enjoys the feeling of rejection. In addition to hurt pride and the annoyance of having to do it all over again, corporate filing ...

Missed the Delaware Corporation Annual Report and Franchise Tax Deadline?

Trust us when we say that if you missed the March 1st deadline for Delaware domestic corporation annual reports and franchise tax payments, you ...

The Quick and Easy Guide to Using a Global Legal Entity Identifier

Regulators and financial firms have agreed for quite some time on the need for a global identification system. In response to a G20 request on ...

International Due Diligence: Can I Get a Certificate of Good Standing or UCC Search in China?

More and more companies are looking into expanding their businesses into the People’s Republic of China (PRC) – and with good reason. With ...

NJ Temporarily Expedites Reinstatement and Dissolution Processes

Signed by Governor Phil Murphy on June 30th, 2019, Assembly Bill 5607 established a temporary program in New Jersey allowing expedited ...

FAQs: Annual Tax Payments for Delaware Alternative Business Entities

Each year, limited liability companies (LLCs), limited partnerships (LPs) and general partnerships formed or registered in Delaware are ...

A Brief Introduction to the Position of Company Secretary

If you are expanding your U.S. business into countries like England, Wales, Hong Kong, British Virgin Islands, Cayman Islands, Singapore or ...

FAQs: Delaware Corporation Annual Report and Franchise Taxes

It’s that time of year again. Delaware domestic for-profit, nonprofit and benefit corporations should have received notices of franchise taxes ...

U.S. Copyright Office Document Recordation Tips

Owners or rights holders of a U.S. copyright may enter into agreements that assign, grant, mortgage or, in some other way, transfer their ...

Electronic UCC Filing Variations in the 8 States that Require Them

With the addition of Ohio at the end of January 2020, there are now eight states that only accept electronic UCC filings at the state level. ...

Top 10 Charitable Solicitation Registration FAQs from Nonprofits

In the world of nonprofit corporations, much of the focus is on charitable organizations. These types of nonprofit organizations come up with ...

Choice of Law: Appointing a Process Agent in Cross-Border Transactions

In today's global economy, attorneys and paralegals are seeing an increase in the number of multi‑jurisdictional, cross‑border transactions ...

Recent Updates to the Florida Business Corporation Act (FBCA)

A look at significant changes to Chapter 607 of Florida’s state statutes, based largely on the ABA’s revised Model Business Corporations Act.

SEC Registration Statements Requiring a U.S. Duly Authorized Representative

Per the Securities Act of 1933 and the Securities Exchange Act of 1934, foreign private issuers of securities in the United States’ market are ...

2019 in Review: 10 Posts to Ring in a New Year

Here we are, just a few days out from a bright and shiny new year. Before closing the books on 2019 and opening any celebratory beverages, ...

Doing Business in the U.S. Virgin Islands (USVI)

Every year around this time, when the wind chill starts sending temperatures into (what feels like) negative number territory, I dream of ...

New Company Name Regulation in Delaware Formalizes Existing Policy

The Delaware Division of Corporations released a new regulation in October 2019, formalizing existing state policy on what is considered an ...

Why Does My Registered Agent Want a Communications Contact?

A look at why registered agents ask for a ‘communications contact’ for companies they represent, in addition to service of process, tax and ...

Year End Checklist for Mergers or Consolidations of Delaware Corporations

Yes, it is that time of year again. Merger agreements are being drafted and finalized in preparation of the year’s end, and it is highly likely ...

A Long-Awaited Update: Registered Series LLCs in Delaware

1996 was a busy year in the United States. The OJ Simpson trial began, Bill Clinton was re-elected president, Atlanta hosted the summer ...

Age of Documents for U.S. State-Level Authentication and Legalization

In our line of business, it’s not uncommon to field requests to authenticate certified copies of charter documents and Certificates of Good ...

BVI Company Search: Due Diligence in the British Virgin Islands

The British Virgin Islands (BVI) is one of the largest international financial jurisdictions, both in the Caribbean and around the world. As is ...

Strategies for Limiting Multi-State Charitable Solicitation Registrations

Multi-state charitable solicitation registration and renewal can be a time-consuming and expensive distraction from a nonprofit organization’s ...

Intellectual Property Due Diligence: Beyond UCC and Lien Searches

Like due diligence searches for statutory and consensual (UCC) liens on borrowers and debtors, confirming the owner and status of intellectual ...

Consent to Jurisdiction: Forum Selection Clauses and the ‘Minimum Contacts’ Requirement

Exploring the reasoning behind some of today’s most common choice of law and forum selection options in international contracts – and the role ...

Working on Finding a Registered Agent? Here Are 5 Things to Consider

If you’re on the hunt for a registered agent service provider, you’ll quickly find that there are a lot of options out there. How do you know ...

Process Agent Appointment: Choice of Law in Multiple Jurisdictions

There are many considerations when entering into a contract, more so for commercial financial transactions that can involve multiple parties ...

The New Arizona Limited Liability Company Act (ALLCA)

In April 2018, Arizona Governor Doug Ducey signed Senate Bill 1353, adopting the Revised Uniform Limited Liability Company Act into law (Title ...

Illinois Franchise Tax: Amnesty on the Horizon!

Please note the tax amnesty program discussed below has ended. On June 5th, 2019, Illinois Governor JB Pritzker signed Senate Bill 689 (Public ...

Perfected Security Interests in Copyrighted Works: Recording, Indexing and Constructive Notice

Where a security interest in an unregistered work can be perfected by filing a financing statement with the Secretary of State (under a state’s ...

Going GLOBAL Doesn’t Have to Be Complicated

Working across borders is no small feat. Whether you’re working on an international deal for a client or expanding a business globally, we know ...

Sales and Use Tax Exemptions for Nonprofits

“In this world nothing can be said to be certain, except death and taxes.”  When Benjamin Franklin wrote this sardonic proverb to Jean-Baptiste ...

Using the Whole Whale: A Crash Course in Fundraising Compliance

After crossing paths with George Weiner, CEO and Founder of Whole Whale, over the past few years, he invited me on his podcast, Using the Whole ...

Legalizing Documents for China: Form G1

Based on our experience using China’s Application Form for Authentication (G1), we’ve updated our special requirements checklist to help you ...

Changes to County-Level Assumed Name Filing Requirements in Texas

Filing requirements for assumed names in North Carolina and Virginia recently changed – and now Texas is following suit. Texas House Bill ...

Avoid Big Problems: Keep Contact Information Current with Your Registered Agent!

How many times have you completed forms to update your contact information at your doctor’s office or when the new school year begins only to ...

21st Century Changes Underway at the U.S. Copyright Office

Considering how little about copyright recordation has changed since creation of the U.S. Copyright Office (USCO) in 1870, it’s no stretch to ...

Delaware Code Amendments Taking Effect August 1st, 2019

On June 19th, 2019, Delaware Governor John Carney signed a series of bills into law that amended the Delaware General Corporation Law (DGCL), ...

Process Agent Appointment: Top 5 Qualities to Look For

What should you be looking for when appointing a process agent for a cross-border financing transaction?   Appointing a process agent (or agent ...

New OFAC Framework for Sanctions Compliance

Considered a ‘game-changer’ by industry experts, in May 2019, the U.S. Office of Foreign Assets Control (OFAC) released a new framework for ...

The Past, Present and Future of the Legal Entity Identifier (LEI)

On May 28th, 2019, the Financial Stability Board (FSB) released a thematic review of Legal Entity Identifier (LEI) policy successes and gaps, ...

Cayman Islands Company Information In The Public Record

What’s available in the public record regarding Cayman Islands company information is quite different than what you would find in the United ...

More States Promote Gender Diversity on Corporate Boards

Following California’s lead, several states are making moves toward higher visibility and inclusion of women in the corporate sphere.

It’s Now Easier to Register and Maintain Assumed Names in NC and VA

North Carolina and Virginia are changing how businesses manage registration and renewal of assumed names. Assumed name compliance is often a ...

Top 10 Annual Report Compliance Changes You May Have Missed

Filing an annual report (or some sort of periodic report) comes with the territory of doing business. Just about every state requires these ...

5 Tips for International Document Legalization

Has a transaction required you to retrieve and legalize a non-U.S. document for use in another country? If one or both of the countries ...

The Challenges of Managing Assumed Name Renewal Filings

A look at the various state requirements that a corporation may encounter while maintaining assumed names across the U.S.

Delays for Professional Entities Seeking Consent to Do Business in NY

Businesses seeking consent to practice a licensed profession in New York may experience longer than usual wait times for approval from NYSED ...

State Annual Report Deadlines: Why You Shouldn’t Miss Them

Maintaining annual report compliance for your entity in multiple states can often feel overwhelming. Many of the state requirements are unique ...

Charitable Solicitation Registration: Audit Requirements for Nonprofits

One of the less-discussed challenges for nonprofits are state-specific audit requirements as part of charitable solicitation registration and ...

Public Record Due Diligence: The Lis Pendens Notice

Lis pendens searches are a powerful tool in your public record due diligence toolkit for gathering information about potential liens on real ...

Appointing a Process Agent in SEC Registration Statements

As the economies and business conditions in emerging markets go through inevitable ups and downs, demand for global stock offerings also rises ...

Obscenity in Company Names

Legal entity name rules vary widely from state to state, especially when potential business names venture toward the obscene and profane. ...

The Challenges of Searching the U.S. Patent & Trademark Office Website

Searching the public records of the U.S. Patent and Trademark Office (USPTO) website for intellectual property collateral is becoming a ...

CMBS Transactions: The Power of Closing Checklists

When you’re managing the closing of a complex financing transaction like that of a commercial mortgage-backed security, a detail-oriented ...

NYS Consent for Insurance/Education Providers & Certain Corporate Filings

Doing business in the State of New York? You may need to obtain consent from the Department of Financial Services, Board of Regents or ...

5 Tips for Federal Intellectual Property Due Diligence

Modern day public record due diligence transactions require more than the UCC, state and federal tax liens, judgment liens, litigation and ...

Impact on Nonprofits: South Dakota v. Wayfair, Inc. (Part 3)

As more states determine sales tax liability via economic nexus, nonprofit organizations may be subject to new tax burdens and compliance ...

Doing Business Under Assumed Names, Fictitious Names, Trade Names, etc.

Assumed name registration and renewal establishes the use of a name and in many states, prevents other entities from registering the same or ...

Online 'Donate Now' Buttons and State Charitable Registration

In most states, nonprofit organizations that solicit charitable donations nationwide are required (barring any applicable state-specific ...

California Public Companies Must Have Women on Boards by 2020

California Senate Bill 826 (SB-826), signed into law on September 30th, 2018, requires all corporations, domestic and foreign, with a principal ...

The Illinois Limited Liability Company Act’s Business‑Friendly Makeover

Since the Illinois Limited Liability Company Act went into effect on January 1st, 1994, there have been a limited number of changes to the ...

Leaving the Circus Behind: Our Perspective on Nonprofit Compliance

For charitable organizations, nonprofit compliance often lurks in the bottom of every task list. Working on activities that directly support an ...

Public Record Due Diligence: Judgments vs. Judgment Liens

If you are responsible for conducting public record due diligence searches, you will end up conducting UCC, state and federal tax lien, ...

The Fun of Doing Business Under an Alias or Assumed Name

The term ‘alias’ has interesting connotations, often evoking international espionage or nefarious activities. When people use aliases, we tend ...

Takeaways from Standards for Excellence® Licensed Consultant Training for Nonprofit Executives

Last November, in partnership with Maryland Nonprofits, COGENCY GLOBAL sponsored the Standards for Excellence® Institute 2018 Licensed ...

Here’s Why A Process Agent Is Required Under a Certification by a Foreign Bank

When a U.S. bank provides correspondent accounts[1] to foreign banks, one of the requirements under the USA Patriot Act is for the foreign ...

Do I Need a Process Agent Even If My Contract Includes an Arbitration Clause?

Imagine the following scenario: ABC Project Developer S.A., a South American company, signs a loan agreement with Great People’s Bank, an ...

What’s the Difference Between Process Agent, Registered Agent and Special Agency?

What Is A Process Agent? In cross-border loan transactions, lenders will often require the appointment of a U.S.-based process agent to receive ...

Transferring Domicile from One Country to Another

What Address Should Be Used When Registering to Do Business in the U.S.?

Should you use a registered agent address, a mailing address or the principal place of business address on your formation, qualification or ...

Extra Provincial Registration: Registering a U.S. Company To Do Business in Canada

As companies look to expand their markets outside the U.S., many are choosing to expand into Canada. An educated workforce, the lack of a ...

Which States Require Charitable Solicitation Registration for Nonprofits?

Charitable nonprofits frequently think they need to register to solicit donations in all 50 states.  Fortunately, not all states require this. ...

Ringing in New Amendments to California Code for 2019

In the fall of 2018, the California legislature passed three laws regarding entities and filings registered with the CA Secretary of State. The ...

5 Reasons End-of-Year Corporate Filings Are Like Holiday Shopping

December is well underway, as is the hustle and bustle of holiday shopping... as well as the hustle and bustle of ensuring corporations, ...

New York State Consent Process for Professional Corporations and LLCs

New York is somewhat unusual in that it requires registered entities, such as corporations and limited liability companies (LLCs), to get ...

When Must Foreign Issuers File SEC Form F-X to Appoint a Process Agent?

Set forth in Title 17 §230.100 of the U.S. Code of Federal Regulations (and discussed in Appointing a Process Agent in Registration ...

Is a Registered Agent Required for Nonprofit Fundraising Registration?

Many nonprofits that solicit charitable donations nationwide use the Unified Registration Statement (“URS”) to meet their filing obligations ...

Demystifying Non-U.S. Document Authentication and Legalization

Many of us have had some exposure to the authentication and legalization process of documents that have originated within the U.S. The same is ...

Thanksgiving for Blog Contributions, Big and Small

“Feeling gratitude and not expressing it is like wrapping a present and not giving it.” William Arthur Ward Whether you are one of our ...

Registered Agent No Longer Required When Filing Colorado Charitable Registrations

Effective October 1st, 2018, the Code of Colorado Regulations no longer requires charitable organizations fundraising in Colorado to name a ...

Will New Internet Sales Tax Rules Require Companies to Qualify? South Dakota v. Wayfair (Part 2)

According to the U.S. Census Bureau, estimated e-commerce sales hit $127.3 billion for the second quarter of 2018, an increase of nearly 4% ...

Let’s Get Physical: Address Requirements for State FOIA Requests

In all fifty U.S. states and the District of Columbia, legislation empowers members of the public to request public records from state, county, ...

The Challenge of Tracking Compliance Due Dates for Nonprofits

When it comes to compliance, nonprofits get an extra dose that is not always welcome or easily understood. For those that are well-versed in ...

Panama Papers Revisited: Global Movement Toward Corporate Transparency

On April 3rd, 2016 the International Consortium of Investigative Journalists, together with over a hundred media partners, published findings ...

New Internet Sales Tax Requirements: South Dakota v. Wayfair, Inc. (Part 1)

Back in the late 1990’s, as we witnessed the great ascendancy of the internet and long before we ever said anything like ‘the internet of ...

Don’t Get Tripped Up by Filing Quirks in California, Illinois and New York

In a recent blog post, Delaware Corporate Filing Tips Even Experienced Filers May Not Know, we explored some interesting corporate filing ...

The Importance of Federal Intellectual Property Due Diligence in Mergers and Acquisitions

Are you involved in merger and acquisition transactions? Have you noticed an increase in the amount of intellectual property owned by merging ...

The Difference Between Commercial and Noncommercial Registered Agents and Why You Need to Get it Right

When completing business entity filings with a Secretary of State, a filer is often required to provide the name and address of a registered ...

Dusting Off the Ol’ UCC Brain Cells

Vacations are likely over, the Labor Day holiday weekend is a distant memory and schools are back in session. Even if school days are well ...

Membership Organization Charitable Registrations and Exemptions

Simply put, a membership organization is a nonprofit that has members.

What?? I Can't Get a Delaware Good Standing Certificate on a Rush Basis?

Those who work in corporate legal practice areas of law firms or departments in-house generally understand the benefits of forming a business ...

Use of the Legal Entity Identifier (LEI) for Financial Transactions Continues to Grow

Much has changed since 2012, when the Financial Stability Board (FSB) issued recommendations for developing a global Legal Entity Identifier ...

Professional Fundraisers, Do You Know Your Registration Requirements?

Like the nonprofit organizations that engage their services, professional fundraisers are subject to registration requirements which vary not ...

Delaware Corporate Filing Tips Even Experienced Filers May Not Know

With more than one million entities currently incorporated/formed in Delaware1, most attorneys, paralegals and others who regularly file ...

Registration Requirements for Charities Working with Professional Fundraisers

It is not uncommon for nonprofit organizations large and small to employ the services of professional fundraisers. Not only can these ...

Updating the Public Record: The Importance of Post-Merger Cleanup

“If insanity is doing the same thing over and over again and expecting different results, then I guess I should stop cleaning my house!” While ...

Obtaining State Sales Tax Exemptions for Nonprofits

While often elusive, obtaining state sales tax exemptions can be fairly straightforward. For most states, the process includes a state’s ...

Dissolving or Withdrawing? A Few Tax Clearance Timing Considerations

In the early years, as a business grows, it is important to ensure that the main operating companies are registered in the states in which they ...

Delaware Enacts LP and Partnership Amendments

On July 23rd, 2018, Delaware Governor John Carney signed Senate Bill Number 182 into law, amending the Delaware Revised Uniform Limited ...

Delaware Enacts Limited Liability Company Act Amendments

On July 23rd, 2018, Delaware Governor John Carney signed Senate Bill Number 183 into law, amending the Delaware Limited Liability Company Act ...

New Amendments to Delaware General Corporation Law

On July 23rd, 2018, Delaware Governor John C. Carney signed Senate Bill No. 180 into law, amending Title 8, Chapter 1, §§101-398 of the ...

Part III: Soliciting Charitable Donations in Texas? Here’s What You Need to Know

According to Texas law, most charities and nonprofit organizations soliciting charitable donations from Texas donors are not required to ...

Delaware Passes Amendment Promoting Corporate Transparency

On June 27th, 2018, Delaware Governor John Carney signed House Bill 310 into law, amending Subtitle II of Title 6 of the Delaware Code. This ...

Financial Sanctions and World Cup Sponsorships

As soccer fans all around the world get excited about the World Cup this month (whether or not their country is actually participating) and ...

The Role of a Springing Member in a Bankruptcy Remote Entity

In our previous discussion on the nuances of drafting provisions for independent directors or managers, we identified a few key lender ...

How Some State Tax Lien Laws are Changing

Why Charities Should Care About Registration Requirements for Professional Fundraisers

State charitable solicitation registration is a requirement for charities in up to 42 states, depending on the type of charity (e.g. veterans ...

Illinois Expands Types of Entity Conversions Permitted

By passing the Illinois Entity Omnibus Act (805 ILCS 415, effective July 1, 2018), Illinois is joining the many states who have adopted laws ...

Updating the Public Record to Reflect Important Company Changes

A look at why changes to a company name, entity type or principal place of business should be updated in the public record. As many brides can ...

New Mexico Changes Due Dates for Corporate Biennial Reports

On March 1, 2018, New Mexico Senate Bill 225 was signed into law by the Governor of New Mexico changing biennial report due dates for ...

Company Names: Making Sense of State Rules and Regulations

Choosing a name can be one of the most important decisions a company can make. After considering the business and marketing implications of a ...

New Cayman Islands Beneficial Ownership Requirements: Action Needed by June 30, 2018

Continuing our series dedicated to beneficial ownership transparency worldwide (previously examining Hong Kong’s regulations and changes to UK ...

Part II: Soliciting Charitable Donations in Texas? Here’s What You Need to Know

Under Texas law, most charities and nonprofit organizations that are soliciting charitable donations from Texas donors are not required to ...

Cover All of Your Bases to Maintain Your Company's Good Standing

Once a company is formed or registered in any state, there are many annual or periodic compliance obligations that must be met. Maintaining the ...

Document Authentication and Legalization: Step By Step Guide

When presenting a document originating in one country for use in another, often the receiving party requires proof of authenticity for the ...

The Pros & Cons of Using Assumed Names

Sticks and Stones May Break Your Bones, but Names Can Never Hurt You You’ve formed your legal entity and filed all the required legal documents ...

Publication and County Recordation: Post-Filing Tasks to Remember

Recently, my now adult children have taken to shooing me out of the kitchen after holiday meals and tackling the chore of post-dinner clean-up ...

Increasing Ownership Transparency: Hong Kong Now Requires Significant Controllers Registers

Governments worldwide have committed to curb money laundering and terrorist financing by enhancing the transparency of company ownership and ...

Soliciting Charitable Donations in Texas? Here's What You Need to Know

Under Texas law, most charities and nonprofit organizations that are soliciting charitable donations from Texas donors are not required to ...

Rekindled Interest In Requiring Disclosure Of Beneficial Owner Information

The seemingly never-ending saga resumes as Congress shows renewed interest in requiring corporations and LLCs (referred to as “business ...

Doing Business in Canada?

Do you need to do business in Canada? If so, it is important to determine whether to incorporate federally or register for an extra-provincial ...

Walking Away from Your Charitable Registration? Withdrawing Is a Better Route

Some nonprofits that register (in up to 41 states) to solicit charitable donations eventually lose their need or desire to maintain those ...

Georgia Reverses Course on Some of its Recently Enacted State Tax Lien Law Changes

In our January 11, 2018 blog post, we informed our readers about newly enacted changes to state tax lien (STL) law in the state of Georgia. At ...

New U.S. Copyright Office Recordation Requirements

On December 18, 2017, the U.S. Copyright Office (USCO) released a revised Document Cover Sheet (Form DCS) for use with copyright recordations. ...

Conversions: Changing Company Type or Moving to a New State

Sometimes we may embrace it, sometimes we may dread it, but there is no escaping change. Like people, companies undergo many changes throughout ...

Doing Business in India: Seizing the Opportunity for Growth

Ranked the seventh largest economy in 2017, India is expected to overtake Britain and France in 2018 to be the fifth largest economy and is ...

Good News for Smaller Charities: Pennsylvania Changes Financial Reporting Thresholds and Charitable Registration Due Dates

On February 20, 2018, two important Acts (Act 71 - HB 1420 and Act 72 - HB 1421) become effective, after being signed into law by Governor Tom ...

What a Certificate of Good Standing Does and Does Not Tell You

When a corporation or limited liability company is involved in a transaction, the opinion letter usually makes a representation as to the ...

What is an LEI (Legal Entity Identifier)?

Banks around the world are starting to mandate that their corporate borrowers obtain a Legal Entity Identifier (LEI), sometimes referred to as ...

Does Having a ‘Donate Now’ Button an a Website Mean Registering in Every State?

Does having a "Donate Now" button on a website mean that charitable registration is required in every state?  Charities using the internet ...

Does Your Charity Have a Donate-Now Button on Its Website?  Mississippi May Now Require You to Register to Solicit

Does a charity need to register to solicit nationwide if it has a “Donate Now” button on its website, since residents of all states might see ...

Georgia Changes State Tax Lien Law

Note:  Subsequent to this posting, new Georgia legislation was enacted changing some of the new provisions. For details, see our posting on ...

5 Ways Companies Can Lose Good Standing

Once an entity is formed or registered to do business in a given state, there are a few things it needs to do to maintain “good standing” ...

Arkansas Changes Filing Office and Annual Report Due Date for Nonprofit Charities

Pursuant to Arkansas House Bill 2044, which was effective January 1, 2018, the filing office for charitable solicitation registrations and ...

Which Government Agency Registrations in D.C. Require Special Agency Representation?

In an earlier post, we discussed the difference between a registered agent appointment (which is usually named in formation or qualification ...

Significant Change to Where State Tax Liens are Searched in Illinois

Effective January 1, 2018, due diligence searchers need to make an addition to their search strategy for state tax liens in Illinois. As of ...

How to Assess and Correct Defective Corporate Acts

In April 2014, Delaware became the first state to enact amendments to address issues related to “defective” corporate actions that initially ...

7 Tips for Using a Limited Power of Attorney

If you’ve ever prepared and filed a large number of documents on behalf of your company with the Secretary of State, chances are you’ve wished ...

Single Portal Multistate Charitable Registration: For Real This Time?

For the past few years, charities and state regulators attending the annual NAAG/NASCO (National Association of Attorneys General/National ...

How Do I Form and Register My Company Nationwide?

Congratulations! After all of your hard work and belief in your product, you’re finally getting your big break. Private equity investors are ...

Dissolving a WFOE in China: Patience is Required!

If you read our post on forming a Wholly Foreign Owned Enterprise (WFOE), you may understandably conclude that there’s no corporate service ...

Using Online E-Registries to Verify Apostilles

Documents requiring an apostille have become commonplace in international business. But have you ever questioned the authenticity of an ...

An Unintended Space Can Render a Financing Statement Seriously Misleading – At Least in Wisconsin!

Case: United States SEC v. ISC, Inc., 2017 U.S. Dist. LEXIS 139258 (W.D. Wis. Aug. 30, 2017)

Ireland as a Hub for the Aviation Industry

Eire, there and everywhere! If you’re flying over the Atlantic, Pacific or Indian Oceans, chances are that the plane you’re in has a connection ...

Long Form Good Standing Certificates: Some Substitution Required

Substituting one thing for another when cooking can sometimes yield, shall we say, unusual results, especially for the novice cook. My daughter ...

How to Form a Wholly Foreign Owned Enterprise (WFOE) in China

Co-written by Daphne Chiang, COGENCY GLOBAL (HK) LIMITED

No Longer Doing Business in a State? Don’t Forget to Withdraw!

I think many of us can relate to this quote: “Age doesn’t make you forgetful. Having way too many things you have to remember is what makes you ...

How to Register Your U.S. Company in Canada: Naming Rules

Most U.S. companies expand into Canada through a process called extra-provincial registration, which is similar to qualifiying in another U.S. ...

The Challenge of Obtaining a Charitable Solicitation License in Washington, D.C.

The Good, the Bad and the Ugly If your organization is soliciting charitable donations in the District of Columbia and is thinking about filing ...

Why Charities Should Consider Extending the Deadline for Filing IRS Form 990

Many charities and their accountants diligently strive to meet Internal Revenue Service (IRS) deadlines for filing their nonprofit annual ...

Do Religious Organizations Have to File Charitable Registrations?

Checklist for Filing Name Change Amendments in Multiple States

Companies change their legal name for a variety of reasons. A change in business strategy, to enhance brand identity, or as a result of a ...

Hospital Charitable Registrations & Exemptions Logic Tree

Hospital charitable registration requirements and exemptions vary from state to state, which often leaves administrators confused. To help you ...

Don’t Learn the Importance of Corporate Formalities the Hard Way!

A long, long time ago when I was working for a different service company, I discovered first-hand how important ensuring compliance with ...

Don’t Make These Mistakes on Your UCC Filings!

Even a minor error on your UCC filings can result in rejection. This can not only cost you time and money to correct, but it could negatively ...

Names for Annual/Periodic Reports by State

While required business entity report filings are called "annual reports" in most states, the names and timing of these reports vary, as ...

USPTO Assignments and UCC Assignments: Apples and Oranges!

I was recently asked, “Do assignment filings made with the USPTO have the same effect as assignment filings made under Article 9 of the Uniform ...

The Curious Case of Ronald Markt Nay

The Importance of Getting the Debtor Name Exactly Right on UCC Financing Statements In re: Ronald Markt Nay, Bankruptcy Case No. 16-90762, 2017 ...

Florida Annual Reports Due May 1st: Avoid Substantial Late Fee by Filing on Time!

All companies authorized to do business (formed or qualified) in Florida are required to file an annual report every year on or before May 1st. ...

The Do’s and Don’ts of Working with a Professional Registered Agent

A registered agent is a business or individual designated to receive and forward legal documents such as Service of Process or notices from the ...

5 Quick Tips about Annual Reports in Puerto Rico

FILE ON TIME! Annual Reports in Puerto Rico are due on April 17th this year. Corporations that were formed the previous year must file an ...

FOIA at 50: Fifty Fun Facts about the Freedom of Information Act (PART 2)

In Part I of our series commemorating the 50th anniversary of the Freedom of Information Act (FOIA), we covered the origins of the Act and...

Annual Reports in Puerto Rico are Due April 17th

Corporations (profit and nonprofit) and limited liability companies (LLCs) organized or registered as a foreign entities with the Department of ...

Saving Nonprofits Time: IRS Lengthens Automatic Extensions

The IRS made a change for the better with the release of Form 8868 (Application for Automatic Extension of Time to File an Exempt Organization ...

FOIA at 50: Fifty Fun Facts About the Freedom of Information Act (PART 1)

The U.S. Freedom of Information Act (the FOIA), a Federal law encouraging openness and transparency in government, was first signed into law on ...

A Guide to Filing Annual Reports in States with Complex Requirements

Ready to Start Doing Business in Mexico? Here’s What You Need to Know About Entity Formation

These are interesting times economically for Mexico, making it an equally interesting time to form a business there. However, if you’re willing ...

Frequently Asked Questions About Annual/Periodic Report Compliance

New Hampshire Extends Statutory Period for Judgment Liens

A new statutory period for judgment liens? That hardly ever happens! Well, it happens occasionally, and things are indeed changing in New ...

Extra-Provincial Annual Reports in Canada

Scenic landscapes, multiculturalism (it’s even a law –the Multiculturalism Act, enacted in 1988), maple syrup, ice hockey and Justin Trudeau; ...

Closing the Compliance Gap to Ensure Ongoing Good Standing

As a professional registered agent company, we are frequently asked to partner with clients who name us as agent in providing ongoing ...

UCC Trivia Quiz: Test Your Knowledge!

Since past quizzes on our blog have been so well received, we developed a new UCC quiz to challenge you. Most of these questions should be ...

Changes to Certificates of Good Standing in the U.K. Exclude Previously Provided Information

In the U.K., Certificates of Good Standing are issued by the Companies House and are generally required when a company wants to register to do ...

Choosing a Process Agent for Your Derivative Transaction

Any complex financial product involves thorough negotiation between parties as to the underlying terms and conditions. Derivative products are ...

UCCs and Tax Liens Go Together Like Wine and Cheese

It’s true, wine and cheese are a great pairing, and so is the due diligence pairing of UCC liens and tax liens. Rarely would you search for one ...

How to Conquer Conversion Aversion

You have made the decision to convert your limited liability company to a corporation (or vice versa) – congratulations!  You have filed your ...

The Penalties and Consequences of Not Being Properly Registered as a Foreign Entity

In our last post, “Where Should I Qualify as a Foreign Corporation or LLC?” we discussed the complexities of determining whether or not a ...

Where Should I Qualify as a Foreign Corporation or LLC?

As a service provider that helps law firms and companies form business entities in Delaware and across the U.S, the million dollar question ...

Series LLC Names Don’t Follow the Normal Rules

In general, the requirements for naming a business entity are similar across all fifty states. In all cases, your entity will have to make a ...

Under the Gun to Prepare for a Closing? Don’t Panic!

It’s Friday afternoon, and you just found out that there is a financing transaction closing on Monday afternoon for a limited liability company ...

The Cayman Islands Now Has Limited Liability Companies!

On July 8th, 2016, The Limited Liability Companies Law, 2016 (the “LLC Law”) was enacted in the Cayman Islands. Beginning July 13th, 2016, ...

I Thought the Idea of the Uniform Commercial Code Was to Be Uniform…?!

Non-Uniform UCC Requirements You Should Know About Ever wonder why it’s called the Uniform Commercial Code (UCC)?  How “uniform” is Article 9 ...