CORPORATE TRANSACTIONS & COMPLIANCE BLOG

Filing Office News from the 2014 IACA Conference

By: Bruce Gallo, COGENCY GLOBAL INC. on Mon, Jun 30, 2014

2014 IACA ConferenceThe 2014 annual conference of the International Association of Commercial Administrators (IACA) was held in Milwaukee, from May 18th to May 22nd. The conference drew record attendance including administrators from approximately 40 U.S. jurisdictions and six Canadian jurisdictions, as well as wide international participation.

Filing Office Technology Developments:
Over the last several years, we have seen an increase in the trend by jurisdictions to implement new technology solutions which improve service levels, provide innovations for their users and reduce costs

Some highlights of the technology developments discussed at the conference include:

  • Louisiana is working on a project to create a one-stop incorporation portal called “Geaux Biz.” It is working with other state agencies to have all data entry done through portal “wizards” that feed data into the appropriate revenue, licensing and other systems.

  • Montana will soon have certified copies available online. The state has eliminated pre-paid accounts (although credit cards are still accepted).
     
  • North Dakota may require electronic filing for UCC documents in the near future. They may also go back to requiring social security number for individual debtors and federal tax ID numbers for organizations. 
     
  • Ohio has begun to offer electronic filing of business formation documents.

  • South Dakota now has good standing certificates available online.

  • The requirement of supporting documents makes electronic filing difficult for foreign qualifications of out-of-state entities. To accommodate electronic filing, some states, like Texas, no longer require Certificates of Good Standing in the qualification process.

  • Virginia is now offering XML electronic filing of UCC documents.

Interestingly, despite the increase in technology solutions in recent years, there is relatively little e-filing that is required in U.S. and international jurisdictions.

UCC Developments:
The filing offices continue to refine and revise their practices for accepting and rejecting UCC filings, in addition to implementing the changes brought about by the 2010 Amendments to the Uniform Commercial Code

Some of the interesting UCC developments discussed at the conference include:

  • There is expected to be an IACA group that will review the Model Administrative Rules (MARS) especially in the areas of indexing and searching. And there was some concern about county filing offices and their applications of the model rules.

  • Alabama, California and Vermont have recently enacted the 2010 Article 9 Amendments with an implementation date of July 1, 2014. California passed the amendments without a drivers’ license provision for individual debtor names, although there is currently a bill pending (AB 1858) that would add it. Arizona enacted the amendments with an effective date of April 22, 2014. New York’s bill was reported to still be in committee. No action is expected in Oklahoma in the near future. (Visit the UCC Article 9 Filing and Searching info   page of our website for more details about state enactments of the 2010 Amendments)

  • Concerning other legislation, most of the non-2010 Amendment legislation involved bills pertaining to bogus filings. A working group has provided a “hip pocket” bogus filing bill for the purposes of expedited passage. The hope is that the hip pocket bill will provide the relief that those holding public office desire, as they are sometimes named as bogus “debtors” on UCC financing statements. One interesting bill, which was not related to bogus filings and which failed to pass, was a Mississippi measure to provide very costly penalties to secured parties who fail to file timely terminations.

Intellectual Property Developments:
Typically, intellectual property rights are thought of as being subject to the requirements of the U.S. Patent and Trademark Office (USPTO) and the U.S. Copyright Office. State filing offices, however, also file state trademarks and service marks and some discussion at the conference centered on the inter-relationship between the state and federal regimes.

Some highlights of this discussion include:

  • It has long been well established that registration at the USPTO provides protection across all 50 states and the District of Columbia while registration at the state level limits protection to only that state.

  • Texas has a very interesting policy regarding state trademarks. When Texas receives a state trademark or service mark application, it first conducts a search of the USPTO site to determine the mark’s availability. If the trademark is already federally registered, Texas will not register it at the state level. There are some exceptions to this policy and one is if it is the same owner trying to register at the state. If the current owner also wants to register at the state even though they are already federally registered, Texas will permit this registration. We’d be interested in hearing if our readers are aware of any other states that take this approach.

As you can see from this update, many changes that affect filers and searchers are happening and being planned at filing offices around the country. Staying tuned in to these developments will enable you to take advantage of them and avoid surprises.

 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: UCC, Article 9 Filing, Searching and Due Diligence