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 ...
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 ...
“In this world nothing can be said to be certain, except death and taxes.” When Benjamin Franklin wrote this sardonic proverb to Jean-Baptiste ...
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 ...
Based on our experience using China’s Application Form for Authentication (G1), we’ve updated our special requirements checklist to help you ...
Filing requirements for assumed names in North Carolina and Virginia recently changed – and now Texas is following suit. Texas House Bill ...
Considering how little about copyright recordation has changed since creation of the U.S. Copyright Office (USCO) in 1870, it’s no stretch to ...
On June 19th, 2019, Delaware Governor John Carney signed a series of bills into law that amended the Delaware General Corporation Law (DGCL), ...
What should you be looking for when appointing a process agent for a cross-border financing transaction? Appointing a process agent (or agent ...
Considered a ‘game-changer’ by industry experts, in May 2019, the U.S. Office of Foreign Assets Control (OFAC) released a new framework for ...
On May 28th, 2019, the Financial Stability Board (FSB) released a thematic review of Legal Entity Identifier (LEI) policy successes and gaps, ...
What’s available in the public record regarding Cayman Islands company information is quite different than what you would find in the United ...
Following California’s lead, several states are making moves toward higher visibility and inclusion of women in the corporate sphere.
North Carolina and Virginia are changing how businesses manage registration and renewal of assumed names. Assumed name compliance is often a ...
Filing an annual report (or some sort of periodic report) comes with the territory of doing business. Just about every state requires these ...
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 ...
A look at the various state requirements that a corporation may encounter while maintaining assumed names across the U.S.
Businesses seeking consent to practice a licensed profession in New York may experience longer than usual wait times for approval from NYSED ...
Maintaining annual report compliance for your entity in multiple states can often feel overwhelming. Many of the state requirements are unique ...
One of the less-discussed challenges for nonprofits are state-specific audit requirements as part of charitable solicitation registration and ...
Lis pendens searches are a powerful tool in your public record due diligence toolkit for gathering information about potential liens on real ...
As the economies and business conditions in emerging markets go through inevitable ups and downs, demand for global stock offerings also rises ...
Legal entity name rules vary widely from state to state, especially when potential business names venture toward the obscene and profane. ...
Searching the public records of the U.S. Patent and Trademark Office (USPTO) website for intellectual property collateral is becoming a ...
Per the Securities Act of 1933 and the Securities Exchange Act of 1934, foreign private issuers of securities in the United States’ market are ...
When you’re managing the closing of a complex financing transaction like that of a commercial mortgage-backed security, a detail-oriented ...
Doing business in the State of New York? You may need to obtain consent from the Department of Financial Services, Board of Regents or ...
Modern day public record due diligence transactions require more than the UCC, state and federal tax liens, judgment liens, litigation and ...
As more states determine sales tax liability via economic nexus, nonprofit organizations may be subject to new tax burdens and compliance ...
Assumed name registration and renewal establishes the use of a name and in many states, prevents other entities from registering the same or ...
In most states, nonprofit organizations that solicit charitable donations nationwide are required (barring any applicable state-specific ...
California Senate Bill 826 (SB-826), signed into law on September 30th, 2018, requires all corporations, domestic and foreign, with a principal ...
Since the Illinois Limited Liability Company Act went into effect on January 1st, 1994, there have been a limited number of changes to the ...
For charitable organizations, nonprofit compliance often lurks in the bottom of every task list. Working on activities that directly support an ...
It’s that time of year again. Delaware domestic for-profit and nonprofit corporations should have received notices of franchise taxes and ...
If you are responsible for conducting public record due diligence searches, you will end up conducting UCC, state and federal tax lien, ...
The term ‘alias’ has interesting connotations, often evoking international espionage or nefarious activities. When people use aliases, we tend ...
Last November, in partnership with Maryland Nonprofits, COGENCY GLOBAL sponsored the Standards for Excellence® Institute 2018 Licensed ...
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 ...
Imagine the following scenario: ABC Project Developer S.A., a South American company, signs a loan agreement with Great People’s Bank, an ...
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 ...
International transactions vary greatly from country to country, but a typical provision included in many agreements is the appointment of an ...
Should you use a registered agent address, a mailing address or the principal place of business address on your formation, qualification or ...
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 ...
Charitable nonprofits frequently think they need to register to solicit donations in all 50 states. Fortunately, not all states require this. ...
In the fall of 2018, the California legislature passed three laws regarding entities and filings registered with the CA Secretary of State. The ...
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 is somewhat unusual in that it requires registered entities, such as corporations and limited liability companies (LLCs), to get ...
Set forth in Title 17 §230.100 of the U.S. Code of Federal Regulations (and discussed in Appointing a Process Agent in Registration ...
Many nonprofits that solicit charitable donations nationwide use the Unified Registration Statement (“URS”) to meet their filing obligations ...
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 ...
“Feeling gratitude and not expressing it is like wrapping a present and not giving it.” William Arthur Ward Whether you are one of our ...
Effective October 1st, 2018, the Code of Colorado Regulations no longer requires charitable organizations fundraising in Colorado to name a ...
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% ...
In all fifty U.S. states and the District of Columbia, legislation empowers members of the public to request public records from state, county, ...
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 ...
On April 3rd, 2016 the International Consortium of Investigative Journalists, together with over a hundred media partners, published findings ...
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 ...
In a recent blog post, Delaware Corporate Filing Tips Even Experienced Filers May Not Know, we explored some interesting corporate filing ...
Are you involved in merger and acquisition transactions? Have you noticed an increase in the amount of intellectual property owned by merging ...
When completing business entity filings with a Secretary of State, a filer is often required to provide the name and address of a registered ...
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 ...
Simply put, a membership organization is a nonprofit that has members.
Those who work in corporate legal practice areas of law firms or departments in-house generally understand the benefits of forming a business ...
Much has changed since our October 2016 introduction to the Legal Entity Identifier (LEI).1 For the unfamiliar, an LEI is a unique ...
Like the nonprofit organizations that engage their services, professional fundraisers are subject to registration requirements which vary not ...
With more than one million entities currently incorporated/formed in Delaware1, most attorneys, paralegals and others who regularly file ...
It is not uncommon for nonprofit organizations large and small to employ the services of professional fundraisers. Not only can these ...
While often elusive, obtaining state sales tax exemptions can be fairly straightforward. For most states, the process includes a state’s ...
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 ...
On July 23rd, 2018, Delaware Governor John Carney signed Senate Bill Number 182 into law, amending the Delaware Revised Uniform Limited ...
On July 23rd, 2018, Delaware Governor John Carney signed Senate Bill Number 183 into law, amending the Delaware Limited Liability Company Act ...
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 ...
According to Texas law, most charities and nonprofit organizations soliciting charitable donations from Texas donors are not required to ...
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 ...
As soccer fans all around the world get excited about the World Cup this month (whether or not their country is actually participating) and ...
In our previous discussion on the nuances of drafting provisions for independent directors or managers, we identified a few key lender ...
State charitable solicitation registration is a requirement for charities in up to 42 states, depending on the type of charity (e.g. veterans ...
By passing the Illinois Entity Omnibus Act (805 ILCS 415, effective July 1, 2018), Illinois is joining the many states who have adopted laws ...
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 ...
Choosing a name can be one of the most important decisions a company can make. After considering the business and marketing implications of a ...
Continuing our series dedicated to beneficial ownership transparency worldwide (previously examining Hong Kong’s regulations and changes to UK ...
Under Texas law, most charities and nonprofit organizations that are soliciting charitable donations from Texas donors are not required to ...
When presenting a document originating in one country for use in another, often the receiving party requires legalization of the document to ...
Drafting Provisions for Independent Directors or Managers in Real Estate Finance Deals "Speak clearly, if you speak at all; carve every word ...
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 ...
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 ...
Governments worldwide have committed to curb money laundering and terrorist financing by enhancing the transparency of company ownership and ...
Under Texas law, most charities and nonprofit organizations that are soliciting charitable donations from Texas donors are not required to ...
The seemingly never-ending saga resumes as Congress shows renewed interest in requiring corporations and LLCs (referred to as “business ...
Delaware alternative business entities (limited partnerships, limited liability companies and general partnerships) formed or registered in ...
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 ...
Some nonprofits that register (in up to 41 states) to solicit charitable donations eventually lose their need or desire to maintain those ...
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 ...
On December 18, 2017, the U.S. Copyright Office (USCO) released a revised Document Cover Sheet (Form DCS) for use with copyright recordations. ...
Sometimes we may embrace it, sometimes we may dread it, but there is no escaping change. Like people, companies undergo many changes throughout ...
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 ...
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 ...
When a corporation or limited liability company is involved in a transaction, the opinion letter usually makes a representation as to the ...
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 on a website mean that charitable registration is required in every state? Charities using the internet ...
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 ...
Notices of franchise taxes and annual reports due for Delaware domestic for-profit and nonprofit corporations are being sent by your registered ...
Note: Subsequent to this posting, new Georgia legislation was enacted changing some of the new provisions. For details, see our posting on ...
Pursuant to Arkansas House Bill 2044, which was effective January 1, 2018, the filing office for charitable solicitation registrations and ...
As 2017 is coming to a close, we at COGENCY GLOBAL are looking back at the all the blog posts we published this year to see which ones you ...
Effective January 1, 2018, due diligence searchers need to make an addition to their search strategy for state tax liens in Illinois. As of ...
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” ...
In April 2014, Delaware became the first state to enact amendments to address issues related to “defective” corporate actions that initially ...
In an earlier post, we discussed the difference between a registered agent appointment (which is usually named in formation or qualification ...
In most states, nonprofit educational institutions such as K-12 schools, colleges, and universities are exempt from charitable solicitation ...
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 ...
For the past few years, charities and state regulators attending the annual NAAG/NASCO (National Association of Attorneys General/National ...
Congratulations! After all of your hard work and belief in your product, you’re finally getting your big break. Private equity investors are ...
Per Public Act 16-97, starting in 2018 and going forward, all Connecticut limited liability company (LLC) annual reports will be due between ...
If you read our post on forming a Wholly Foreign Owned Enterprise (WFOE), you may understandably conclude that there’s no corporate service ...
Documents requiring an apostille have become commonplace in international business. But have you ever questioned the authenticity of an ...
Case: United States SEC v. ISC, Inc., 2017 U.S. Dist. LEXIS 139258 (W.D. Wis. Aug. 30, 2017)
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 ...
Substituting one thing for another when cooking can sometimes yield, shall we say, unusual results, especially for the novice cook. My daughter ...
Co-written by Daphne Chiang, COGENCY GLOBAL (HK) LIMITED
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 ...
Fortunately, educational institutions, such as colleges, universities and other primary and post-secondary organizations, are exempt from state ...
Most U.S. companies expand into Canada through a process called extra-provincial registration, which is similar to qualifiying in another U.S. ...
In the world of nonprofit corporations, much of the focus is on charitable organizations. Charities pose many unique and recurring questions, ...
In most states, the need to register, in advance, to legally solicit charitable donations can be triggered with just one phone call, email, ...
The Good, the Bad and the Ugly If your organization is soliciting charitable donations in the District of Columbia and is thinking about filing ...
Many charities and their accountants diligently strive to meet Internal Revenue Service (IRS) deadlines for filing their nonprofit annual ...
Don't see your state listed above? Contact our compliance team to find out if your annual report due date will change after a merger.
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 ...
I saw a great quote on the internet the other day – “If insanity is doing the same thing over and over again and expecting different results, ...
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 registration requirements and exemptions vary from state to state, which often leaves administrators confused. To help you ...
A long, long time ago when I was working for a different service company, I discovered first-hand how important ensuring compliance with ...
As discussed in our previous post, "United Kingdom Increasing Public Access to Entity Owner Information in 2016”, the United Kingdom (U.K.) ...
Guam is known as the crossroads of the Pacific (for its equidistant flying time from Australia to China) and as a Pacific communications node ...
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 ...
While required business entity report filings are called "annual reports" in most states, the names and timing of these reports vary, as ...
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 ...
That road sign just ahead is very clear. It’s black and white, and it’s telling me to slow down…drive 55! However, despite the black-and-white ...
The Importance of Getting the Debtor Name Exactly Right on UCC Financing Statements In re: Ronald Markt Nay, Bankruptcy Case No. 16-90762, 2017 ...
Initial Charitable Solicitation Registration: What, When, Where & How What: Charities soliciting contributions from potential donors must apply ...
In April 2016, in the biggest data leak in history, 11.5 million documents and 260 GB of internal information from the global Panamanian law ...
Delaware Limited Partnerships, Limited Liability Companies, and General Partnerships formed or registered in Delaware are required to pay an ...
Many States Require a “Natural Person” as the Communications Contact for Your Company
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. ...
A registered agent is a business or individual designated to receive and forward legal documents such as Service of Process or notices from the ...
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 ...
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...
Corporations (profit and nonprofit) and limited liability companies (LLCs) organized or registered as a foreign entities with the Department of ...
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 ...
The U.S. Freedom of Information Act (the FOIA), a Federal law encouraging openness and transparency in government, was first signed into law on ...
Review our helpful tips for filing Massachusetts annual reports for LLCs and avoid the most common reasons for rejection. [Infographic] To ...
Review our helpful tips for filing Massachusetts annual reports for corporations and avoid the most common reasons for rejection. [infographic] ...
These are interesting times economically for Mexico, making it an equally interesting time to form a business there. However, if you’re willing ...
Here in the Northeast, we are emerging from the other side of a polar vortex which brought about remarkably low temperatures and, for me ...
A new statutory period for judgment liens? That hardly ever happens! Well, it happens occasionally, and things are indeed changing in New ...
Last Friday, my 7-year old daughter visited the Baltimore Museum of Industry. She learned about Henry Ford’s Model T, how automation and ...
Company, Company, Bo-Bompany, Banana- Fanna -Fo Fompany, Fee Fi Mo-Mompany, Company! Okay, maybe the word “company” isn't quite as catchy as ...
Scenic landscapes, multiculturalism (it’s even a law –the Multiculturalism Act, enacted in 1988), maple syrup, ice hockey and Justin Trudeau; ...
As a professional registered agent company, we are frequently asked to partner with clients who name us as agent in providing ongoing ...
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 ...
In a recent post, “Assumed Names: Spies Aren’t the Only Ones Using Aliases!” we discussed the reasons why companies use assumed names and what ...
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 ...
Any complex financial product involves thorough negotiation between parties as to the underlying terms and conditions. Derivative products are ...
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 ...
Are you ready to test your “chops” regarding intellectual property (IP) searching and filing at the U.S. Patent and Trademark Office (USPTO) ...
Your international company is doing well and you want to take it to the next level. You want to start investing or doing business in the United ...
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 ...
If your nonprofit organization solicits charitable donations nationwide and complies with state charitable solicitation registration and ...
You have made the decision to convert your limited liability company to a corporation (or vice versa) – congratulations! You have filed your ...
Believe it or not, deciding when to file initial charitable registrations involves a similar deliberation process as deciding when to marry ...
The laws in most states require that all business entities other than an individual proprietorship provide a name and physical address (no P.O. ...
In our last post, “Where Should I Qualify as a Foreign Corporation or LLC?” we discussed the complexities of determining whether or not a ...
As a service provider that helps law firms and companies form business entities in Delaware and across the U.S, the million dollar question ...
On June 13th 2016, the U.S. Supreme Court ruled that federal law preempts Puerto Rico (“PR”) from enacting its own bankruptcy laws. The Puerto ...
Please note that effective August 14th, 2016, documents destined for use in Brazil or Morocco will no longer require consular or embassy ...
Test Your IP IQ by Taking Our Quiz Filing with the U.S. Patent and Trademark Office (USPTO) and the U.S. Copyright Office (USCO) is not ...
On August 1, 2016, West Virginia joined four other state filing offices in eliminating UCC filing in paper form. The all-electronic UCC filing ...
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 ...
It’s Friday afternoon, and you just found out that there is a financing transaction closing on Monday afternoon for a limited liability company ...
On July 8th, 2016, The Limited Liability Companies Law, 2016 (the “LLC Law”) was enacted in the Cayman Islands. Beginning July 13th, 2016, ...
Non-Uniform UCC Requirements You Should Know About Ever wonder why it’s called the Uniform Commercial Code (UCC)? How “uniform” is Article 9 ...
The U.S. and Mexico have a great deal in common besides a border. Both countries have a capitalist economic system, a culture largely based on ...
On June 22, 2016, Delaware Governor Markell signed into law House Bill No.372, House Bill No. 367, and House Bill No. 368. House Bill No. 372 ...
On June 16, 2016, Delaware Governor Markell signed into law House Bill Number 371, which amends the Delaware General Corporation Law, Title 8, ...
If you want your business entity filings to be rejected, here are some simple tips to follow when submitting filings to form, convert, amend ...
This is the third and final post in a series of articles relating to the United Kingdom’s SMALL BUSINESS, ENTERPRISE AND EMPLOYMENT ACT of 2015 ...
As discussed in our white paper, “What is a Process Agent and Why Do You Need One?,” the role of the process agent when appointed in global ...
Economically, an acquisition can be a good way for a company to expand. The buyer gets immediate new sources of revenue and, sometimes, new ...
In prior articles we have discussed many types of financing transactions that involve parties within the United States and globally. With any ...
More than 330,000 Kentucky veterans could benefit from House Bill 367, “The Boots To Business” bill, designed to help veterans start and grow ...
Nonprofits that are new to charitable solicitation registration, frequently ask me about the Unified Registration Statement (“URS”), and ...
This is the third blog post of a series which seeks to explore the reasoning behind some of today’s most common choice of law and forum ...
Can I search and file “UCCs” in the United Kingdom (U.K.)?
Most states require charities soliciting from their residents, corporations or government entities to register to solicit. Charities that have ...
This is the second blog post of a series which seeks to explore the reasoning behind some of today’s most common choice of law and forum ...
For those responsible for managing business entities, the ability to quickly get an online “pulse” from Secretary of State (SOS) websites of ...
Secured transactions throughout Canada, except in Quebec, are governed by various versions of the Personal Property Security Act (PPSA), which ...
The following is the first in a series of blog articles we will publish on the United Kingdom’s Small Business Enterprise and Employment Act of ...
Nonprofit charities registered to solicit charitable donations in California are aware of the ongoing requirement to file an Annual ...
In Part 1 of this article about merger and acquisition deals, we discussed the value of a closing checklist. In Part 2, we reviewed practical ...
In a merger and/or acquisition transaction, there are many public records that must be reviewed and consulted. In Part 1 and Part 2 of this ...
In Part II of our series on preparing for a mergers and acquisitions transaction, we will review practical tips to consider when you are ...
It’s that time of year again! Tax contacts for all domestic business and nonprofit Delaware corporations will begin receiving tax notices for ...
Because the Cayman Islands are a popular off-shore financial center, it is not uncommon for a U.S. firm to need to obtain corporate documents, ...
On my first deal as a new paralegal (many years ago) I was assigned by a partner to work with a new associate on an M&A deal. The assignment ...
This is the first part of an updated version of an article that was first published in the Spring 2009 issue of the American Bar Association ...
Kentucky House Bill 440, which became effective June 24, 2015, has changed the way merger certificates are filed in Kentucky - both for ...
Delaware has long been one of the most popular states for incorporation/formation for U.S. businesses of many types - corporations, limited ...
Today concludes our series on the Life of a Company. Part one dealt with the issues, questions and filings required on the public record when a ...
Many nonprofits will restrict or delay their fundraising plans due to concerns with state charitable solicitation registration requirements. ...
Today, we continue our series on the life of a company. Part 1 discussed the decisions to be made when a company is first forming, discussing ...
Throughout a company’s life, from formation to dissolution, there are many interactions with the public record both by the company itself and ...
Recording changes in copyright ownership (for example, copyright assignments) at the U.S. Copyright Office (USCO) is a very lengthy process. ...
Legislators, law enforcement and special interest groups continue to pursue federal legislation requiring business entities to disclose the ...
According to the explanatory documents on the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (herein ...
As indicated in previous blog posts, Benefit Corporations: Update from IACA and IACA Secured Transactions Update, representatives of COGENCY ...
Cuba officially reopened its U.S. Embassy on July 20, 2015 with a symbolic flag-raising ceremony. This marks the formal reestablishment of ...
Charities that solicit in multiple states are subject to state charitable solicitation laws, most of which require written disclosure ...
This blog has consistently reported on the developing social enterprise sector and the always-evolving compliance issues that accompany the new ...
As indicated in a previous blog post, Benefit Corporations: Update from IACA, representatives of COGENCY GLOBAL INC. attended this year’s ...
The new Pennsylvania Association Transactions Act (Act 172 of 2014) will become effective on July 1 of this year. The Act,...
On June 24, 2015, Delaware Governor Markell signed Senate Bill No. 78, Senate Bill No. 77 and Senate Bill No. 76 into law. Senate Bill No. 78 ...
On June 24, 2015, Delaware Governor Markell signed Senate Bill Number 75 into law, amending the Delaware General Corporation Law, Title 8, ...
When charities fundraise across state lines, for example via email, phone solicitations or direct-mail campaigns, they are required in most ...
On April 1, 2014 Delaware amended the General Corporation Law (“DGCL”) to provide clear guidance on how a corporation could cure defective ...
This year’s annual conference of the International Association of Commercial Administrators (IACA) was held last month in Savannah, Georgia. ...
The U.S. Virgin Islands offers significant tax incentives to businesses in order to help boost its economy. “Qualified businesses are eligible ...
Filers of U.S. trademark assignments may discover that some of the properties listed on the schedules or exhibits to their documents cannot be ...
Long-awaited guidance from New York Attorney General Eric Schneiderman’s Charities Bureau on audit oversight provisions, conflicts of interest, ...
Notarized documents are an important part of many legal transactions. Corporate transaction documents, court filings, transfers of title to ...
A process agent (which also may be referred to as agent for service or contract agent) serves as a point of contact for parties to an ...
When working with a service company, the careful preparation of Patent and Trademark Office (PTO) cover sheets is important because it provides ...
When a secured transaction or acquisition involves a company from Mexico, it can often be difficult to know what public records can be searched ...
According to the National Association of Insurance Commissioners, a captive insurance company is a form of self-insurance whereby the insurer ...
The 2010 Amendments to Article 9 of the Uniform Commercial Code are finally near nationwide completion. New York State’s statute went into ...
Delaware annual reports that were not filed and franchise taxes not paid for domestic corporations by March 1st will result in the Delaware ...
In this digital, high-tech, easy-access world, corporate data is available for free, 24 hours a day, directly from the 50 states’ websites. ...
A U.S. business entity begins its existence by forming under the statutes in a given state or commonwealth. A normal business endeavor is to ...
Searchers of the public record are sometimes confused by differences between ownership and assignment records at the U.S. Patent and Trademark ...
On January 21, 2015, the U.S. Court of Appeals for the Second Circuit ruled that the $1.5 billion loan made to General Motors Co. prior to its ...
Overall, the New York Nonprofit Revitalization Act of 2013 has simplified and streamlined the incorporation process for nonprofits. There are, ...
As a follow-up to a previous blog posting, E-File or Bust!, today’s post will address another daunting task associated with tracking and filing ...
“Today, the trading and investment relationship between the U.S. and the U.K. is one of the largest and most important in the world, with ...
Part 2 of a 2-Part Posting
On December 17, 2014, New York Assembly Bill 9933, which amends Articles 1, 7 and 9 of the Uniform Commercial Code, was signed into law by ...
Part 1 of a 2-Part Posting When my five-year-old daughter recently scraped her knee, I started to panic a little. I knew that the Dora, ...
The lifecycle of a business has three main stages; (1) formation, (2) compliance/maintenance while conducting business and (3) termination or ...
According to the U.S. Department of State[1]:
Canada and the U.S. are close neighbors that share a border, a common language and have similar political and financial systems. So it makes ...
Hardly a day goes by without the report of the theft of personal identifiable information, more commonly known as “identity theft.” While, ...
More and more companies are looking into expanding their businesses into People’s Republic of China (PRC), and with good reason. China’s ...
A recent ruling by the Delaware Supreme Court clarifies that secured lenders have the responsibility to verify the accuracy of the information ...
It’s been a little over a year now and all but two states, New York and Oklahoma, are accepting the Amended Article 9 (AA9) form. This new form ...
In the global economy of the twenty-first century, an increasing number of non-U.S. entities are choosing to have a presence in the United ...
In our prior post, Appointing a Process Agent in Registration Statements Filed with the SEC, we provided an overview of several types of ...
Due to the ever-increasing pace of new developments in entertainment, pharmaceuticals, science and technology, intellectual property assets can ...
Has your registered agent ever requested that you provide a “communications contact” when obtaining forwarding instructions for an entity ...
The British Virgin Islands, a.k.a. the BVI, is one of the largest and most reputable international financial jurisdictions both in the ...
On July 1, 2014, the Internal Revenue Service unveiled the much anticipated IRS Form 1023-EZ, Streamlined Application for Recognition of ...
Have you ever discovered that your company is delinquent with a Secretary of State for failure to file its periodic report? Annual reports or, ...
Legalizing U.S. documents for use in another country has a few quirks and pitfalls (for more information on this topic see our previous post, ...
At the beginning of the year, the United States Patent and Trademark Office (USPTO) dropped the filing fee for recording patent assignments ...
Over the years, increased protection has been provided to general partners by limiting the liability one incurs for the actions of other ...
Those involved in aviation finance transactions know that the choice of governing law specified in mortgages, leases and other operative ...
The Delaware Division of Corporations is dedicated to providing efficient, high quality services to consumers. Evidence of this abounds, ...
It has been one year since most states enacted the Amendments to Article 9 (AA9). The transition from Revised Article 9 (RA9) to Amended ...
The 2014 annual conference of the International Association of Commercial Administrators (IACA) was held in Milwaukee, from May 18th to May ...
In today’s world of instant communication, citizens expect government to use electronic services to increase efficiency and reduce costs. While ...
For more than two years, the U.S. Copyright Office (USCO) has been actively seeking input from the public in its effort to reengineer its ...
In New York, a partnership without limited partners, where each of the partners is a professional authorized by law to render a professional ...
The debate regarding the need to identify the beneficial owners of business entities and how it should be done appears to have taken a new ...
Those who form and maintain companies in the most popular common law jurisdictions around the world (i.e. U.S. Delaware, England, Wales, Hong ...
Fueled by strong economic growth, high demand for commercial aircrafts and increasing popularity as a lucrative investment avenue, aviation ...
Legislation allowing for the formation of a “benefit corporation” – a for-profit entity that “voluntarily meets higher standards of corporate ...
Arizona recently joined the majority of states/jurisdictions by enacting the 2010 Article 9 Amendments. Senate Bill 1046 was signed by the ...
January 1, 2014 Effective Date is Retroactive
This blog post is the first of a series which will explore the reasoning behind some of today’s most common choice of law and forum selection ...
When a limited liability company or limited partnership is formed or qualified in New York, the entity must publish an announcement in two ...
When the 2010 Amendments to Article 9 of the Uniform Commercial Code became effective on July 1, 2013 in most jurisdictions, the majority of ...
Effective April 1, 2014, the Delaware Division of Corporations will begin accepting three new types of filings:
As discussed in our previous blog posts (“Debunking the Myths about Offshore Financial Centers” and “The Changing Regulatory Landscapes of ...
As discussed in our previous post, “Debunking the Myths About Offshore Financial Centers,” the term “offshore financial center” (OFC) brings up ...
Puerto Rico’s Law No. 17-2014, which became effective on January 16, 2014, amended, among other items, Section 9-515(a) of Article 9 (“Chapter ...
The word “offshore” often brings to the collective consciousness negative connotations of a tropical island or tax-haven, which promotes ...
In a recent article, Amending Corporation and LLC Qualifications Nationwide, we discussed qualification amendments and the various contrasts ...
As mentioned in prior postings, parties to commercial financial transactions are often from different countries, with each country having ...
More and more UCC filers are engaging in transactions that may require the perfection of a security interest in Canada. While Canada does ...
On December 18, 2013, New York Governor Andrew Cuomo signed Assembly Bill 8072, the Nonprofit Revitalization Act of 2013, into law. The act ...
In this global economy, parties to commercial financial transactions are often from different countries, with each country having uniquely ...
On May 28, 2013, Nevada Governor Brian Sandovol signed Assembly Bill No. 60 (AB 60) into law. The bill is effective January 1, 2014, and ...
California Senate Bill 323, which becomes effective on January 1, 2014, affects the following relating to the filing of Limited Liability ...
When a corporation forms or registers to do business in a particular state, there is usually a requirement to appoint a registered agent, or ...
In general, Illinois requirements for various corporate filings are similar to those found in most other states. This is especially true since ...
The Freedom of Information Act, or FOIA, is the federal law that provides a person the right to obtain access to government agency records. ...
When does a corporation or limited liability company (LLC) need to amend its qualification to do business in a foreign state? What form or ...
The requirements for filing a domestic limited partnership in New York under Section 121-201 of the Revised Limited Partnership Act (RLPA) are ...
On October 21, 2013, the Secretary of State’s office in Maine made a substantial change to its UCC search logic and administrative rules which ...
Senator Carl Levin (D-MI), the Senate’s foremost advocate for legislation designed to require the disclosure of the beneficial owners of ...
When dissolving a Delaware corporation, you have ten different options to choose from depending on the type of entity, its activities, the ...
Searching the public records on the U.S. Patent & Trademark Office (USPTO) website for intellectual property collateral as part of an overall ...
The Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents (the “Hague Convention”) of 1961 provides for the ...
Owners or rights holders of a U.S. copyright may enter into agreements that assign, grant, mortgage or, in some other way, transfer their ...
Certificates drawn up for filing in New York under the Business Corporation Law (BCL), the Not-For-Profit Corporation Law (NPCL), the Limited ...
Each state has a process to register corporations and limited liability companies from another state to do business in their state. If the ...
Nonprofit executives, usually Development Directors, are often surprised to learn that engaging paid professional fundraisers results in the ...
A quick review of almost any Secretary of State’s business entity database will reveal a number of revoked or voided entities that have been ...
On July 1, 2013, the responsibilities of the Corporations Bureau of the New Mexico Public Regulation Commission (NMPRC) were transferred to the ...
If your organization is filing a business entity document directly with a Secretary of State’s office, the document may require the appointment ...
Did you know that Delaware provides two different correction document formats pursuant to section 103(f)? Here are the types of correction ...
As Canada is the number one trading partner of the United States, with a common language, educated work force, and similar economic and ...
For those who want to engage in business activities in New York State, several types of business entities are available. Each entity type has ...
In most states, the amendments to Article 9 became effective July 1st. While the changes are not major revisions to the statute, the changes to ...
Those who routinely conduct due diligence searches in the United States are sometimes confused when the need arises to conduct similar searches ...
When drawing up any document for filing in New York it is important that all the elements required by the relevant section of that particular ...
A U.S. company desiring to do business in Puerto Rico may choose to form a subsidiary entity as a domestic Puerto Rico company or register the ...
The Heritage Foundation and Wall Street Journal’s 2012 Index of Economic Freedom[1] (the “Index”) ranked Hong Kong as the freest economy in the ...
If a corporation, limited liability company or limited partnership already on file with the New York Department of State wishes to conduct ...
When the amendments to Article 9 of the Uniform Commercial Code become effective in most states on July 1, 2013, the majority of states will ...
Any non-U.S. entity seeking to file an Application for Authority to do business in New York must include with the application a recent ...
PART THREE: UCC Search
PART TWO: Certificate of Good Standing
PART ONE: Certified Copies of Company Formation Documents by Teri Mayor, COGENCY GLOBAL INC. The examination of a potential target in a ...
Part 2 – Domestic and Foreign Not-For-Profit Corporations
Part 1 – Domestic and Foreign Business Entities The following or very similar language can be found in the New York Business Corporation Law ...
On March 28, 2013, Delaware Governor Jack Markell signed House Bill No. 52, relating to removal of a sunset provision for corporate franchise ...
This summer, when the 2010 Article 9 Amendments become effective in most states, Wyoming will be the only state with a significant non-uniform ...
If you frequently have documents authenticated, apostilled or legalized for use internationally, you may already know that the country in which ...
Any Professional Corporation (P.C.) or Professional Limited Liability Company (PLLC), with the exception of those practicing law, wishing to ...
The implementation of a new website by the Corporations Division of the Georgia Secretary of State’s office in early January has not gone ...
The New York Not-for-Profit Corporation Law requires the certificate of incorporation to provide a specific purpose or purposes. If the ...
Over the years, there have been various bills introduced in New York’s Senate and Assembly proposing to alter or eliminate limited liability ...
Are you one of the procrastinators who failed to file your corporation’s Delaware 2011 annual report that was due last March? Or, maybe the ...
Since there was such great interest in our blog postings in 2012, we thought our readers might be interested in looking back at the most ...
Are you ready for the amendments to Article 9 that will become effective in most states on July 1, 2013?
The Division of Corporations of the Vermont Secretary of State’s office traditionally sends out December annual report notices the first week ...
Businesses in Washington, D.C. that have not obtained the proper business licenses, or registered with the Department of Consumer and ...
There has been widespread discussion concerning the effects of the Bush tax cuts expiring at the end of this year, with the realistic ...
Summary by The Delaware Counsel Group, LLP, Attorneys At Law One of the legal business issues being closely watched in Delaware is when, and ...
Going out of town, but need to cancel your Delaware entity on the last day of the year? No problem! You can file your document now and include ...
Effective January 1, 2013, the California Secretary of State’s office will be changing its procedures for indicating a future filing date on ...
Corporate merger filings in Delaware are as simple as 1-2-3 (or should I say…..Section 251, 252 and 253 of the Delaware Code) when you are ...
When a registered entity, such as a corporation or LLC, plans on doing business in a large number of states (or even just a few), the ...
The series limited liability company (LLC) is a type of LLC that, depending on the particular statutory provisions, may allow for the ...
Many lenders and law firms are acutely aware of the need to conduct tax lien searches when doing due diligence public record searches for ...
In the last few years, many states are introducing and passing legislation to allow a new type of corporation, the benefit corporation. Benefit ...
Maintaining a business entity’s “good standing” status with the Office of the Secretary of State prevents fines, penalties, filing delays and ...
How many times have you been faced with a very large, multistate qualification project for a limited liability company, limited partnership or ...
Are you a frequent UCC Article 9 filer that checks state corporate databases to verify entity names when preparing a UCC filing? If this is ...
When forming or qualifying a limited liability company (LLC), it is important to be aware of each state’s requirements, since they can differ ...
The California Secretary of State recently issued a memo listing the five most common reasons why statements of information (similar to annual ...
Earlier this month, in Notice 2012-52, the IRS clarified its position on charitable contributions by individuals and corporate contributors to ...
In today’s fast-paced business environment, the last thing you need is to have your limited liability company (LLC) filing rejected and delayed ...
Successfully closing an aircraft financing deal takes time and attention. A variety of factors, including the financing structure and the ...
When conducting due diligence searches, often times the question arises: should your due diligence search practices include searching the U.S. ...
The New York Department of State recently launched a filing system that will allow business entities to file their Biennial Statements ...
Most people who are responsible for ensuring franchise taxes are paid on time for Delaware entities know that franchise taxes are due for ...
A corporate merger or acquisition often involves the amalgamation of two or more corporate fleets composed of rolling stock and/or equipment. ...
Over the last few years several Secretaries of State, such as Colorado, Massachusetts and Nevada, have issued warnings concerning fraudulent ...
Americans often think of Canada as not quite a separate country. After all, Canadians speak the same language with almost the same accent, eh? ...
There are a handful of states which require the publication of notices for certain types of entity filings. Ostensibly, the purpose of these ...
Does this scenario sound at all familiar?
The state of New York has recently authorized two new types of corporations with the enactment of Senate Bill 79-A and Senate Bill 2987: ...
On January 1, 2012, the Illinois Secretary of State began imposing much stricter requirements on documents that are being submitted to its ...
California’s Assembly Bill 657 became effective on January 1, 2012, amending sections of the Civil Code, Corporations Code, Financial Code, and ...
Due to increasing globalization of businesses in the U.S. and around the world, more privately held U.S. businesses are expanding ...
Effective January 1, 2012, California will be allowing two new types of corporations to exist; the flexible purpose corporation and the benefit ...
To maintain corporate good standing status in most states, nonprofits are required to file annual or periodic reports with the Secretary of ...
The California Secretary of State has changed the appearance of the Apostilles they issue. The new certificates mirror the model certificate of ...
Once you’ve formed or qualified your corporation or LLC, you may think your job is done when your paperwork is filed with the state. In ...
Due diligence is the research and analysis of a company or organization done in preparation for a business transaction, such as a corporate ...
While most states require business entities to file annual or biennial reports, Pennsylvania is unique in that it requires most business ...
Not long after the Internet became popular, a group of state attorneys general and charity officials known as NAAG/NASCO (National Association ...
Several states have recently enacted legislation establishing a new entity type known as a low profit limited liability company, or “L3C.” An ...
In today's global economy, transactional attorneys and paralegals are seeing an increase in the number of multi-jurisdictional, cross-border ...
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COGENCY GLOBAL INC.
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