If you want your business entity filings to be rejected, here are some simple tips to follow when submitting filings to form, convert, amend and make other changes to registered entities.
- Don’t bother checking to see if the name is available. When forming a new entity or amending the name of an existing entity, the name you want to use may not be available for use. Different states take different views on what constitutes a name conflict. Some states, like Delaware, will allow very similar names as long as they can be differentiated on the record. Other states, like California, use the “deceptively similar” standard and will reject names if they appear to be too similar to an existing entity name, even if they don’t exactly match the existing entity’s name. You can increase the chances of getting your document rejected by just submitting the filing without reviewing the rules of the state in which you are filing.
- List the entity name on the document any old way without checking to make sure it is right. When making changes to an existing entity’s documents, minor typos in an entity name such as a missing comma or abbreviating the corporate indicator when it is fully spelled out in the formation documents can cause rejection. If you want your document to be rejected, don’t verify that the name exactly matches what is on the public record and in the organizational documents. Diligent filers who don’t want their filings to be rejected may see that sometimes the name that is on the public website for an entity doesn’t match the name in the organizational documents. In that case, once they have verified that the discrepancy was not caused by a later amendment, they will likely want to ensure the record is corrected before filing the amendment by contacting the filing office about the problem. But if you want your filing to be rejected, you can skip that and save yourself some time.
- Don’t worry about whether the entity is in good standing. While not every state will reject a document filed by an entity that is delinquent in filing annual reports or tax returns, many do. By not verifying that the entity is active and in good standing prior to submission, you can increase your chances of having the filing rejected.
- Don’t be particular about choosing the correct form. There are a multitude of forms out there in each state to handle all the different actions (formation, amendment, correction, change, merger, etc.) that an entity may need to file. In addition, there are different forms depending on whether the entity is a corporation, limited liability company or limited partnership and whether it is domestic or foreign. With such a wide array of forms, it is not surprising that it is fairly common for the wrong one to be completed. For example, an LLC may submit a corporate amendment form when trying to change its name. To improve your chances of having the filing rejected, choose any old form without checking to make sure the form you are completing makes matches the entity type.
- Have anyone sign the document without checking to see if he or she has the authority to do so. Each state has different rules regarding who can sign a document, and within a state, different rules apply depending on the type of entity and type of document being signed. In some cases, the title of who needs to sign is helpfully placed on the form; in others, the statutes need to be referenced to ensure the signer’s title is listed correctly. Save yourself some time and don’t bother to check this if you want your document to be rejected.
- Don’t sign and date the filing. Believe it or not, it is not uncommon for documents to be sent in without a signature at all. Different states have different rules regarding what is an acceptable signature. Most states now accept a scanned or facsimile signature, no longer requiring originals. A few, like New York and Delaware, accept a “conformed” signature, where the signature is typed in preceded by /s/. (New York will also accept “s/”.) Other states, like Connecticut and Florida will accept conformed signature for some entity types but not others. Most states do not accept them. Join other filers who don’t worry about this and leave your filing unsigned, undated or just type in the name of the signer to ensure rejection.
- Don’t worry about the legibility of your filing. If a document has been printed and rescanned several times, or the font is in a lighter color that does not print well, quality can suffer and the state may determine that it is not sufficiently legible to accept. If you want your document to be rejected for illegibility, avoid standard black font and don’t worry about how many times the filing has been copied or rescanned.
When a document is rejected by a filing officer, especially when it is for a simple, easily avoidable reason like those reviewed above, it can leave diligent filers feeling rather foolish. In addition to hurt pride, rejection can often cause the loss of expensive expedite fees. Finally, the delay in correcting and resubmitting the filing can often be the most painful result. But those who want their filings to be rejected don’t worry about these things. If you don’t want your filing to be rejected, take the time to ensure the basics are covered or use a professional service provider that is familiar with the filing office’s requirements and provides basic document review. This can help save you save face, time and money.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.