On April 3rd, 2016 the International Consortium of Investigative Journalists, together with over a hundred media partners, published findings ...
It’s that time of year again. Delaware domestic for-profit, nonprofit and benefit corporations should have received notices of franchise taxes ...
Beginning in 2008, United States Senator Levin and former President/then Senator Obama started us down the long and winding road that has ...
In general, Illinois requirements for various corporate filings are similar to those found in most other states. This is especially true since ...
Counterparties may be unfamiliar with the purpose of a process agent in a cross-border transaction and why appointing one is necessary if they ...
When the Amended Uniform Commercial Code (UCC) took effect in 2013, the UCC1 form was updated as well. The Amended Article 9 (AA9) form was ...
Thinking about expanding your U.S. business into the UK? Here are a few considerations to take into account before making a move “across the ...
Assumed name registration (which can include DBA filings, trade name and fictitious name registration) establishes the use of a name and, in ...
We’ve made it to the last few days of 2020. Many people have been eagerly waiting for this momentous calendar shift, as it’s been an extremely ...
Need to cancel a Delaware entity on the last day of the calendar year? You are certainly not alone! The good news is you can claim some peace ...
Effective January 1st, 2021, Senate Bill 522 revises California’s business entity name standards for corporations and adds a requirement for ...
In the vast majority of states that have a periodic/annual reporting requirement for entities formed or registered in the state, a company only ...
A question arose recently that I believe merits further and wider discussion: Can “representation and warranty” provisions in acquisition ...
In the representation and compliance business, the phrase ‘agent for service of process’ comes up quite frequently. It’s a broad term used to ...
It’s true that most houses of worship (churches, synagogues, mosques and temples) may legally solicit charitable donations without registering ...
Businesses from all types of industries have long looked to Delaware as the jurisdiction in which to form their business entities. According to ...
Over the past few years, there’s been a growing trend of introducing state legislation with the goal of promoting gender diversity on corporate ...
Charitable nonprofits frequently think they need to register to solicit donations in all 50 states. I’ve got some good news for you – ...
Since the Delaware Limited Liability Company Act was amended in 2018 to allow for the division of an LLC, only 57 Certificates of Division have ...
In pursuit of greater transparency and reduced risk in global markets, countries around the world are adopting the use of Legal Entity ...
After enacting Senate Bill 826 in 2018, California became the first state to promote gender diversity on corporate boards. Taking the lead once ...
According to the explanatory documents on the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents ...
Searching the public records of the U.S. Patent and Trademark Office (USPTO) website for intellectual property collateral is becoming a ...
Charitable registration requirements and exemptions vary from state to state. When your nonprofit organization is involved with healthcare, the ...
Since it was first established by Delaware in August 2018, the public benefit limited liability company (PBLLC) has been growing in popularity. ...
Those who work in corporate legal practice areas of law firms or departments in-house generally understand the benefits of forming a business ...
I’ve discussed in the past how tricky charitable solicitation registration requirements can be to navigate. As a basic rule, most charities ...
More and more companies are looking into expanding their businesses into the Mainland of the People’s Republic of China (PRC) – and with good ...
Fairly frequently, I am asked the following question: “Do assignment filings made with the USPTO have the same effect as assignment filings ...
Do you have a ‘donate now’ button on your website? Does it mean that fundraising registration is required in all states? In most states, ...
Every state now has a system where at least some type of corporate filing can be done online. These systems are helpful for state filing ...
One of the less-discussed challenges for nonprofits are state-specific audit requirements as part of charitable solicitation registration and ...
In our previous discussion on the nuances of drafting provisions for independent directors or managers, we identified a few key lender ...
In keeping with Delaware’s annual tradition of updating state code to stay at the forefront of business entity needs, Governor Carney signed ...
If you are thinking of doing business in Ireland, what criteria should you analyze when selecting your next jurisdiction?
In 2013, amendments to Article 9 of the Uniform Commercial Code became effective and states began requiring new national UCC forms to align ...
After the amendments to Article 9 of the Uniform Commercial Code (UCC) became effective in many states on July 1, 2013, states also began ...
"Speak clearly, if you speak at all; carve every word before you let it fall." Oliver Wendell Holmes The quote above is powerful when ...
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 ...
When filing corporate documents, you might think that the signature would be a rather simple requirement. An officer, manager or other official ...
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 ...
With an increasing number of bankruptcy projects on the legal horizon comes an increased need for thorough public record due diligence. The ...
The prominence and global reach of English law, over the years, has been well recognized by the international legal community. English law ...
In most states, educational institutions like colleges, universities and other primary and post-secondary organizations are exempt from state ...
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 ...
Marking the first major revision to its corporation law in 28 years, Montana has a new Business Corporation Act taking effect June 1st, 2020. ...
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 ...
As many states have made accommodations for annual report compliance in response to the coronavirus (COVID-19) pandemic, several states have ...
International transactions vary greatly from country to country, yet a typical provision included in many agreements is the appointment of an ...
Notarization is often the first step for legalizing a document – and it’s usually done in person. With social distancing requirements and the ...
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 ...
With office closures and reduced staffing underway, several states have been shifting focus to mitigating the compliance-related impacts of ...
When learning Article 9 of the Uniform Commercial Code, one of the first easy-to-understand principles is that personal property filings are ...
Many states require that a communications contact, or authorized contact for receiving communications from a company's registered agent, be a ...
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 ...
Trust us when we say that if you missed the March 1st deadline for Delaware domestic corporation annual reports and franchise tax payments, you ...
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 ...
Signed by Governor Phil Murphy on June 30th, 2019, Assembly Bill 5607 established a temporary program in New Jersey allowing expedited ...
Each year, limited liability companies (LLCs), limited partnerships (LPs) and general partnerships formed or registered in Delaware are ...
If you are expanding your U.S. business into countries like England, Wales, Hong Kong, British Virgin Islands, Cayman Islands, Singapore or ...
Owners or rights holders of a U.S. copyright may enter into agreements that assign, grant, mortgage or, in some other way, transfer their ...
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. ...
In the world of nonprofit corporations, much of the focus is on charitable organizations. These types of nonprofit organizations come up with ...
In today's global economy, attorneys and paralegals are seeing an increase in the number of multi‑jurisdictional, cross‑border transactions ...
A look at significant changes to Chapter 607 of Florida’s state statutes, based largely on the ABA’s revised Model Business Corporations Act.
Per the Securities Act of 1933 and the Securities Exchange Act of 1934, foreign private issuers of securities in the United States’ market are ...
Every year around this time, when the wind chill starts sending temperatures into (what feels like) negative number territory, I dream of ...
The Delaware Division of Corporations released a new regulation in October 2019, formalizing existing state policy on what is considered an ...
A look at why registered agents ask for a ‘communications contact’ for companies they represent, in addition to service of process, tax and ...
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 ...
1996 was a busy year in the United States. The OJ Simpson trial began, Bill Clinton was re-elected president, Atlanta hosted the summer ...
In our line of business, it’s not uncommon to field requests to authenticate certified copies of charter documents and Certificates of Good ...
The British Virgin Islands (BVI) is one of the largest international financial jurisdictions, both in the Caribbean and around the world. As is ...
Multi-state charitable solicitation registration and renewal can be a time-consuming and expensive distraction from a nonprofit organization’s ...
Like due diligence searches for statutory and consensual (UCC) liens on borrowers and debtors, confirming the owner and status of intellectual ...
Exploring the reasoning behind some of today’s most common choice of law and forum selection options in international contracts – and the role ...
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 ...
There are many considerations when entering into a contract, more so for commercial financial transactions that can involve multiple parties ...
In April 2018, Arizona Governor Doug Ducey signed Senate Bill 1353, adopting the Revised Uniform Limited Liability Company Act into law (Title ...
Please note the tax amnesty program discussed below has ended. On June 5th, 2019, Illinois Governor JB Pritzker signed Senate Bill 689 (Public ...
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 ...
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 ...
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, ...
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 filing and maintaining assumed name certificates across the ...
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 ...
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. ...
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 ...
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 ...
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 ...
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 ...
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 ...
In many states, it’s not always clear whether a registered agent is required when a nonprofit needs to file for fundraising registration. Here ...
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 ...
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.
Much has changed since 2012, when the Financial Stability Board (FSB) issued recommendations for developing a global Legal Entity Identifier ...
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 ...
“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 ...
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 ...
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 ...
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 ...
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 ...
Once a company is formed or registered in any state, there are many annual or periodic compliance obligations that must be met. Maintaining the ...
When presenting a document originating in one country for use in another, often the receiving party requires proof of authenticity for the ...
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 ...
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 ...
Note: Subsequent to this posting, new Georgia legislation was enacted changing some of the new provisions. For details, see our posting on ...
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” ...
Pursuant to Arkansas House Bill 2044, which was effective January 1, 2018, the filing office for charitable solicitation registrations and ...
In an earlier post, we discussed the difference between a registered agent appointment (which is usually named in formation or qualification ...
Effective January 1, 2018, due diligence searchers need to make an addition to their search strategy for state tax liens in Illinois. As of ...
In April 2014, Delaware became the first state to enact amendments to address issues related to “defective” corporate actions that initially ...
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 ...
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)
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 ...
Most U.S. companies expand into Canada through a process called extra-provincial registration, which is similar to qualifiying in another U.S. ...
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 ...
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 ...
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 ...
The Importance of Getting the Debtor Name Exactly Right on UCC Financing Statements In re: Ronald Markt Nay, Bankruptcy Case No. 16-90762, 2017 ...
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. ...
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