What should you be looking for when appointing a process agent for a commercial financing transaction? Appointing a process agent (or agent ...
Are you involved in merger and acquisition transactions? Have you noticed an increase in the amount and importance of intellectual property ...
A question arose recently that I believe merits further and wider discussion: Can “representation and warranty” provisions in acquisition ...
Part 2 of a 2-Part Posting Part 1 of this posting explained the terms “charitable sales promotion” (CSP) and “commercial co-venturer” (CCV) and ...
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, Disney ...
When completing business entity filings with a Secretary of State, a filer is often required to provide the name and address of a registered ...
Commercial real estate financing transactions, typically requiring the appointment of a process agent, are often governed by New York law for a ...
On April 15, 2022, Wisconsin Governor Tony Evers signed Senate Bill 566/Act 258 into law (with phase-in provisions for its effective dates as ...
If you’re on the hunt for a new registered agent service provider, or looking to change your registered agent, you’ll quickly find that there ...
The Corporate Transparency Act (the “CTA”) is part of the Anti-Money Laundering Act of 2021. The Financial Crimes Enforcement Network ...
Each year, limited liability companies (LLCs), limited partnerships (LPs) and general partnerships formed or registered in Delaware are ...
Global financing transactions vary greatly from country to country, yet a typical provision included in many financing agreements is the ...
The new Ohio Revised Limited Liability Company Act (the Act), established by Senate Bill 276, became effective on February 11, 2022. The Act ...
For your U.S. domestic and cross-border financing transaction to be successful, it’s important to have a process agent service in place and be ...
Even what seems like a minor error on your UCC filings can result in rejection or a filed UCC that could be deemed seriously misleading as ...
Annual or Periodic Information Reports for corporations and other registered entities (we'll use the term "annual reports" to mean both) serve ...
According to the 2021 Best Countries Report, Canada is the number 1 country in the world! In a ranking and analysis project by U.S. News & ...
The Corporate Transparency Act, HR 639511 , or the “CTA”, was passed into law on January 1, 2021, but its beneficial ownership reporting ...
One of the less-discussed challenges for nonprofits are state-specific audit requirements as part of charitable solicitation registration and ...
It’s that time of year again. Delaware domestic for-profit, nonprofit and benefit corporations should have received notices of franchise taxes ...
In most states, charitable registration requirements for colleges and universities, as well as other primary and post-secondary organizations ...
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 ...
Most states do not require the appointment of a registered agent when a nonprofit applies for state charitable fundraising registration. ...
A U.S. company that wishes to do business in Puerto Rico may choose to either form a new subsidiary entity or register an existing company. In ...
2021 is coming to an end and we are excited to see what the new year will bring. As the COGENCY GLOBAL blog readership continues to expand, we ...
When the 2010 Article 9 Amendments became effective in most states, Wyoming was and still is the only state with a significant non-uniform ...
"Speak clearly, if you speak at all; carve every word before you let it fall." Oliver Wendell Holmes The quote above is powerful when ...
Around the country, 2021 has been a busy legislative year as law makers returned to work after the easing of pandemic restrictions. Let’s ...
On June 8, 2021, Iowa Governor Kim Reynolds signed into law House File 844, which contains a new Business Corporation Act (“the Act”), codified ...
Fortunately, for membership organizations that solicit across state lines, there are several exemptions from registration with state charity ...
These are interesting times economically for Mexico, making it an equally interesting time to form a business there. However, if you’re willing ...
If you’re new to doing business in Singapore, one of the most advanced economies in Southeast Asia1, or are planning to start doing business ...
It’s been over a decade since the Uniform Commercial Code (UCC) drafters amended the debtor name section of Article 9 to add what is known as ...
There are many considerations when entering into a contract, especially for commercial financial transactions that can involve multiple parties ...
Commercial real estate financing transactions, typically requiring the appointment of a process agent, are often governed by New York law for a ...
When you’re managing the closing of a complex financing transaction like that of a commercial mortgage-backed security, a detail-oriented ...
More and more UCC filers are engaging in transactions that may require the perfection of a security interest in Canada. While Canada does ...
Part 2 of a 2-Part Posting Part 1 of this posting explained the terms “charitable sales promotion” (CSP) and “commercial co-venturer” (CCV) and ...
It’s true that most houses of worship (churches, synagogues, mosques and temples) may legally solicit charitable donations without registering ...
On September 16, 2021, Singapore’s accession to the HCCH 1961 Apostille Convention (Convention of 5 October 1961 Abolishing the Requirement of ...
In some states, professionals licensed in fields such as engineering, health care and accountancy can use different entity types to form a ...
Having the ninth largest economy in the world, Texas is a highly ranked destination for those looking to expand or set up their business in the ...
Non-U.S. companies wanting to do business in the U.S. for the first time often find California an appealing choice as the state they want to ...
New York is undoubtedly one of the highly ranked places in the world for setting up a business. It shouldn’t come as a surprise that thousands ...
It’s true that most houses of worship (churches, synagogues, mosques and temples) may legally solicit charitable donations without registering ...
Overseas companies looking to set up a business in the United States often choose to do so in Delaware because of the state’s business-friendly ...
Business expansion in the U.S. can become complicated if you’re unsure of the various formation and registration processes in each state. How ...
In keeping with Delaware’s annual tradition of updating its business entity statutes, Governor Carney signed Senate Bills 113-116 into law on ...
Charities that solicit in multiple states are subject to state charitable solicitation laws, most of which require written disclosure ...
A foreign company keen to conduct business in Singapore may choose between two major types of legal entities, namely a Singapore branch office ...
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 ...
Most U.S. companies expand into Canada through a process called extra-provincial registration, which is similar to qualifying in another U.S. ...
Georgia and Louisiana are two peas in a pod in the world of Article 9 of the Uniform Commercial Code. These two southern states are the ...
New York’s Executive Law requires most organizations that solicit charitable contributions in New York to register with the Attorney General’s ...
Have you ever tried to obtain a Certificate of Good Standing only to find the company was not in good standing? Maintaining your company’s ...
Exploring the reasoning behind some of today’s most common choice of law and forum selection options in international contracts – and the role ...
My daughter used to have a shirt that read: “Pobody’s Nerfect!”, which always made me smile. We all make mistakes sometimes. When you do so ...
NC Assumed Names Registered Before December of 2017 Must Be Refiled I’ve been getting a lot of “save the date” messages in my mailbox lately, ...
A look at the various state requirements that a corporation may encounter while filing and maintaining assumed name certificates across the ...
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 ...
Each year, limited liability companies (LLCs), limited partnerships (LPs) and general partnerships formed or registered in Delaware are ...
The Good, the Bad and the Ugly If your organization is soliciting charitable donations in the District of Columbia and is thinking about filing ...
As businesses become more conscientious of their social impact, Benefit Corporations and Certified B Corporations (“B Corps”) are popular ...
In the vast majority of states that have a periodic/annual reporting requirement for entities formed or registered in the state, a company only ...
Charitable nonprofits frequently think they need to register to solicit donations in all 50 states. I’ve got some good news for you – ...
Do you have a ‘donate now’ button on your website? Does it mean that fundraising registration is required in all states? In most states, ...
In the world of nonprofit corporations, much of the focus is on charitable organizations. These types of nonprofit organizations come up with ...
When my daughter was 7 years old, we visited the Baltimore Museum of Industry. She learned about Henry Ford’s Model T, how automation and ...
What’s available in the public record regarding Cayman Islands company information is quite different than what you would find in the United ...
On April 3rd, 2016 the International Consortium of Investigative Journalists, together with over a hundred media partners, published findings ...
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 ...
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 ...
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 ...
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 ...
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 ...
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 ...
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 ...
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 ...
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 ...
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 ...
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 ...
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 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 ...
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 ...
On June 19th, 2019, Delaware Governor John Carney signed a series of bills into law that amended the Delaware General Corporation Law (DGCL), ...
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 ...
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. ...
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 ...
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 ...
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 ...
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