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Corporate Service Provider Research: Everything Paralegals Should Know

If you’re a paralegal, there’s a good chance you’ve had to source a corporate service provider. And while the corporate service industry seems like it should be pretty straightforward, not all providers are created equal. To help you avoid unpleasant situations, we put together a shortlist of things you should think about when vetting a corporate service provider.

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IncServ Announces Employee Promotions

COVID was difficult for both individuals and companies, and while we have dealt with a lot of bad news we are so excited to announce some great news!

As most companies know there greatest asset is their employees and here at IncServ we are thrilled to announce the following promotions:

 

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Amanda Archambault as Registered Agent Division Leader. Amanda brings years of registered agent experience and has been a wonderful addition to the team since 2018.

 

 

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Terri Hickman as Project Manager. Terri has a depth of experience from corporate matters to legalization work in DC. She brings many years of experience and has been an employee since 2004.

 

 

 

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Jenny Mabus as Compliance Division Leader. Jenny has been instrumental in leading our compliance division over the past few years and has been with IncServ since 2018.

 

 

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Megan Malarkey as Corporate Division Leader. Megan has worked her way to this position since 2018. We are excited to see her grow in her new role.

 

 

 

Casey Pineda as Legal Services Division Leader. Casey started in registered agent and created her division over the past several years. She started with IncServ in 2018.

 

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Courtney Dettrey has been promoted to a Senior CSR. Courtney started in 2013 with IncServ and has been in various positions from accounting to registered agent.

 

 

 

Jody Harrington as DE Senior CSR. Jody has many years of Delaware Corporate experience and has been with IncServ for several years.

 

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Brooks Ferrett as Senior CSR in the DC office. Brooks has many years of experience and has been with IncServ since 2019. He has been instrumental in growing the DC office of IncServ.

 

 

We are so proud that our employees are able to find a career at IncServ. Each employee brings their own unique skill set and personality to our growing team. We look forward to seeing their continued growth while offering support for our newest employees and providing stellar customer service to our clients and partners. Every promotion was well deserved and we appreciate their enthusiasm, initiative and dedication that they bring to their positions. Congratulations to all!

 

 

 

 

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Delaware Secretary of State Employee Recognition Luncheon – Sept 24th

On Friday, September 24, 2021 an Employee Recognition Luncheon is planned for all the employees of the Delaware Secretary of State – Division of Corporations.

State services have been altered for this day:

  • There will be NO “Same Day” or “Must Approval” service filings after 11:30 AM (ET).
  • All 30 Minute and One-Hour service filings must be received by 10:00 AM (ET), Two-Hour service filings will need to be received by 9:00 AM (ET) and 24 Hour service filings must be received by 12:00 PM (ET).

To meet these deadlines, Incserv must receive all filings AT LEAST 15 MINUTES before the DE SOS corresponding cut-off times.

We will be able to secure filing dates and times until 10:29 PM (ET).

If you have any questions or concerns, please contact our office at 302.531.0855, 800.346.4646 or orders@incserv.com.

 

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Searching UCC Filings? Look out for These Common Mistakes 

Searching UCC filings might sound simple, but the process has its nuances. Avoid these pitfalls and your searches will be much easier.

The Uniform Commercial Code, or UCC, is a set of suggested laws divided into nine articles. All of the articles relate to commercial law. Article 9 of the UCC addresses security interests that individuals or companies may create to protect their rights as a creditor if the debtor defaults. The creditor records a UCC filing with the secretary of state in which the debtor resides or the collateral “lives,” creating a public, searchable record. Should the debtor file for Bankruptcy, the UCC filing moves them up in the order of the “who gets repaid first” list. All the way to the front? No, federal and state governments are first, followed by wages, bank loans, but a UCC filing can put a creditor right behind that group. 

 

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UCC filings are searchable, but who would want to search for one?

Remember, a UCC filing is a public record. And while anyone can search for one, the two most common “UCC searchers” are the filer and the potential lender.

The filing party should search for its UCC filing, shortly after it has been submitted, to ensure that it was indexed correctly. An inaccurate UCC filing can present problems in the future. Additionally, potential lenders (and their representative counsel) search UCC filings, to get a sense of “what’s out there” on the potential loan recipient. 

Searching UCC filings: common mistakes

While searching UCC filings might sound simple, the process has its nuances, much in part thanks to the fact that UCC search logic is not nationally standardized and varies state to state. Should you need to conduct a UCC filing search, here are a few things to keep in mind: 

  • Know where to search! Searching UCC filings happen at the state level. Be sure you’re searching in the right one. Know the home state of the corporation or individual or where the asset is physically stored. With that information, your best bet is to search in both states.
  • Have the right name! If you’re searching for an individual, there’s a difference between “Bob,” “Rob” and “Robert.” For companies, there’s a difference between “Microsoft” and Microsoft Software.” The point is this: knowing the exact name of who or what you’re searching for will help you get the right result.
  • If you believe a company has business activity in the state, you can search the corporations division of the Secretary of State to see if they are registered to do business in the state, and also confirm the correct name of the business. In most cases you can do this for free online.
  • Don’t forget fixture filings! Fixture filings are county-level UCC filings. They apply to collateral that are affixed to property, or would take a considerable amount of effort to physically move. (Think industrial refrigerators, restaurant equipment, or Tesla home battery packs.)

This sounds like a lot of work

It can be. For the inexperienced, searching for UCC filings usually isn’t second nature. But here at Incserv, we have seasoned professionals with decades of UCC experience, ready to help you out. You can get started instantly with our UCC Order Form.

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Navigating the Quirks of Filing UCCs in Washington, D.C.  

Filing UCCs in Washington, D.C. is a unique experience, different from doing so in states. Here’s what you need to know.

Ah, Washington, D.C.  Home to stunning monuments, The Smithsonian—and an entirely unique Uniform Commercial Code filing experience. 

Because Washington, DC is an independent city and not a state, its UCC process has a few—let’s call them—quirks. Knowing about and understanding them can help a filer in both the short and long term. 

But first, a refresh: What is a UCC filing? 

A UCC filing is essentially a public record of collateral. It is a public, searchable record that protects a creditor’s rights should the debtor default. This record is typically filed with the secretary of state, but since D.C. is not a state, it’s filed with The District’s Recorder of Deeds. (There’s quirk number one!) Ultimately, a UCC filing will help a creditor get repaid should the debtor file for bankruptcy. 

 

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Filing UCCs in Washington, D.C.: the quirks!

For starters, the Recorder of Deeds requires the 2011 industry standard form. It won’t accept older ones. Other states might. D.C. does not. 

In Washington, D.C., you cannot get a certified search. You either have to search yourself or… hire a services firm like Incserv. 

Let’s see… filing UCCs in Washington, D.C…. What else? Ah! A regular UCC form is called a UCC-1. There’s also a UCC-3 that is used for continuation, amendments, assignments or terminations of the UCC-1. In Washington, DC, all filings have a 10-digit file number that has to be entered on a UCC-3 in order for it to be associated with the UCC-1. Kind of unnerving right? It’s like relying on just your mortgage loan number without your name. Unlike most other states, the debtor name must also be on the UCC-3 in line number 10. Isn’t filing UCCs in Washington, D.C. fun?!

In the upper left hand corner of the UCC, there’s a field for a return address. Most states do not require it to be filed out. DC does. They actually send filed docs to the submitter via U.S. mail.

Specifically related to COVID-19, the Washington, D.C. Recorder of Deeds is closed for in-person visits (as of this writing, August 2022). While this is less of a quirk, it does make a strong case for tapping a services firm like Incserv to file or search a UCC in The District. We can do both electronically. 

The District is full of nuance, but filing UCCs in Washington, D.C. is an animal uniquely its own. Luckily, we’re here to help. Contact Incserv at info@incserv.com or toll free: 800-346-4646.

Gennine Cooper No Comments

IncServ Announces Promotions of its Leadership Team

DOVER, DE., August 13, 2021Incorporating Services, Ltd. (“IncServ”), is pleased to announce the following promotions of its leadership team:

Joshua M. Twilley – Chief Executive Officer

Stacey L. Melnick – President

Rose L. Redman – Vice President

Mr. Twilley joined IncServ in 2004, serving as Chief Financial Officer and, most recently, President of the company.  Ms. Melnick joined IncServ in 2014 as Human Resources Manager, and most recently as Vice President of HR and Operations.  Ms. Redman joined Incserv in 2011 as a Client Services Representative, and most recently as Assistant Vice President of Operations.

“I am pleased we are able to broaden the roles of our leadership team,” said Carol Braverman, Chairman of the Board.  “Each employee brings years of experience in the industry and will advance our vision of being a premier provider of legal services in the country.”

“Our goal is to put the right people in the right roles to deliver world class service to our customers,” said Twilley.  “I’m excited  about the opportunities Rose and Stacey will bring to the executive leadership team, as well as, the opportunity this will create for the next generation of leadership within the company.”

 About Incorporating Services, Ltd: 

Founded in 1972, Incorporating Services, Ltd., is a leader in corporate formation, registered agent, legalization and UCC services to the legal and corporate industries.  Serving all 50 states, Washington, DC and international jurisdictions, Incorporating Services, Ltd. represents thousands of companies around the world.  For more information please visit incserv.com.

 

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Gennine Cooper No Comments

Closed – July 5th

All Incserv offices will be closed on Monday, July 5, 2021 in observance of Independence Day.

  Incserv will resume regular business hours on Tuesday, July 6, 2021.

Have a Safe and Happy 4th of July Weekend!

 

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Independent Manager: What is it and When Does a Business Need One?

An independent manager (IM) is an individual that sits on a company’s board but has no other relationship or function with the company. Typically, they are appointed at the request of a third party (most often a lender) to ensure that the other managers are not operating in a way that might undermine the debt, or the lender’s rights. 

What does an independent manager do?

Most importantly, an IM weighs in on major decisions and board votes that require unanimous approval. For example, imagine a company wants to file for bankruptcy to essentially “wipe the slate clean.” That company, though, also has a $10 million loan that is not fully paid off. The independent manager representing the interests of the lender would have a hard time signing off on a bankruptcy declaration. In fact, he or she wouldn’t and the vote would fail to earn unanimous approval. 

Ultimately, the IM will follow the company’s operating agreement to the letter. 

 

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What types of companies usually need independent managers?

They are almost always LLCs that exist for the purpose of owning real estate. (Note: LLCs have independent managers. Corporations have independent directors.) 

If a company requires a registered agent in addition to an IM, it’s usually simpler if both are secured through the same service provider. 

Who qualifies to be an independent manager?

An independent manager is a named person that gets written into a company’s operating agreement. Here at Incserv, we typically provide our clients with an experienced senior team member to serve as an independent manager. There are no state or federal licensing requirements. 

How long does an independent manager sit on a board?

Most often, an independent manager will sit on the company’s board for the term of the loan. Once the debt is fully repaid, the lender doesn’t really have any more material interest in the company and the independent manager’s services are no longer needed. 

How does the process start? 

The lender will request that the business find an independent manager. Most of the time, the business will contact their attorney’s paralegal who will provide a list of potential independent managers. The business will select an independent manager, generally based on a combination of experience, speed, existing relationship, and price, as well as agreement with the lender.  The independent manager has to sign off on the fact that they have no material or financial relationship with the organization. 

As always, none of the contents of this blog post should be taken as legal or financial advice. Always consult your attorney and advisors! 

Have questions? We’re here to help. Contact Incserv at 800.346.4646 or info@incserv.com.