Amanda No Comments

What is a Registered Agent and Why Are They Important?

A registered agent is the company or person you designate to receive legal and tax notices for your company. Most jurisdictions legally require entitiesWhat is a registered agent and why are they important? such as corporations and limited liability companies (LLCs) to list a company or individual physically located within the jurisdiction and available normal business hours to serve as this point of contact. Resident agent, statutory agent, and statutory representation are some of the additional titles a registered agent may go by.

So, why is a registered agent important? Well, aside from the legal requirement telling you that you have to have one (which in my book makes them kind of important), a registered agent helps you sustain your business by providing important documents and notices to keep you compliant in the jurisdictions you formed or qualified to do business in. Since these documents and notices usually require an action within a limited amount of time, it’s imperative your agent always has up-to-date contact information for you.

As mentioned earlier, the registered agent will receive and forward important legal and governmental documents and notices. In the case of legal documents such as Service of Process (SOP), you may have only a few days to respond to a summons. If your agent doesn’t have your current contact information, important response dates could be missed, resulting in significant legal repercussions. The same holds true for annual report and franchise tax notices. Invalid contact information may equate to a missed filing date and major headache, with late fees, penalties, and interest continually accruing.

Not only is keeping your registered agent up-to-date with current contact information for your entity important, but so is ensuring your annual registered agent fees are paid. Failure to maintain a registered agent may result in your agent resigning. When an agent resigns, the company is no longer considered to be in good standing with the jurisdiction and you risk losing the legal protections your entity may provide you. Returning to good standing with the jurisdiction then usually requires additional fees and may even involve filing new documents. So, why risk it?

If you have any questions or need assistance with Registered Agent Services, feel free to reach out to us. We’re always happy to help!

Amanda No Comments

Florida State Offices Close in Preparation of Hurricane Irma

Florida State Offices Closure Notice for Friday, September 8th:  Governor Rick Scott has directed all state offices in all Florida State Offices Close67 counties to be closed in preparation for Hurricane Irma.  The Florida Division of Corporations hopes to resume normal business hours on Monday, September 11th. If you have any questions about how this closure may affect any work you may have pending in Florida, please email us at info@incserv.com or call 800.346.4646.

09/08/2017 12:30 PM (ET) Update: The Secured Transaction Registry (UCC Filings) has closed today and Monday. They are tentatively scheduled to reopen Tuesday, depending upon the weather.

09/11/2017 8:00 AM (ET) Update: Florida state offices remain closed today and hope to resume normal business hours tomorrow.

Please note – if you have business that involves the Southern United States, you may wish to contact a Client Services Representative to see if Hurricane Irma or the remnants of Hurricane Harvey will have an impact on your service.

Amanda No Comments

Certificate of Incumbency – A Case Study

Over the past few weeks, we’ve covered the ins and outs of boat registrations, as well as the “Who?” “What?””Why?”and “How” forCertificate of Incumbency Case Study a Certificate of Incumbency. Today we wrap it all up with a real-life case study of how a Certificate of Incumbency was able to help an international boat owner.

An international client needed to prove to Israeli authorities he was the rightful owner of his boat. The boat was registered under the name of a Limited Liability Company (LLC). This client in turn owned the LLC. Sounds simple enough, right? Wrong… A basic LLC formation document in Delaware does not list the owners of the entity. So, how does the client prove ownership then? One suggestion his legal counsel gave was to file an Amendment in Delaware adding an article to show he was the owner. However, this would mean the client’s personal information, such as home address would become public information, which was not an ideal solution for this client. In talking with the client about the situation, we mentioned we often provide a Certificate of Incumbency for international clients needing to prove ownership to banking officials.  The client asked for a sample document and conferred with his attorney. The attorney agreed the Certificate of Incumbency would sufficiently meet the needs to prove his ownership. The client provided us with all the necessary documentation. We then drafted the certificate, had it notarized, and sent it to the State of Delaware for an Apostille. The end result? A very happy client!

If you have additional questions or need assistance with obtaining a certificate, give us a call or email us. We’re always happy to help you out in any way we can. Just remember, we can’t give legal or tax advice. You’ll have to contact an attorney or CPA for that.

Amanda No Comments

Boat Registration Series Part 3-US Coast Guard Vessel Documentation

Our Delaware Boat Registration Series has covered how to register your boat in Delaware, as well as vessel documentation - cargo shiphow to renew, transfer and deflag or delete your boat registration. In this final blog of the Delaware Boat Registration Series, we won’t cover Delaware at all, but rather the US Coast Guard. Through the National Vessel Documentation Center, the US Coast Guard facilitates documentation.

What is vessel documentation? This is essentially federal level boat registration. However, not just anyone can register their boat or vessel with the US Coast Guard. There are specific requirements a vessel must meet.

What are the requirements for vessel documentation? A vessel must measure at least five net tons and be wholly owned by a US citizen.

What is net tonnage? Per the US Coast Guard, “Net tonnage is a volumetric measure of a vessel’s useful capacity, for which a number of different measurement systems are in use worldwide. U.S. law requires tonnage measurement for any vessel for which the application of a U.S. law depends on the vessel’s tonnage. Owners of U.S. vessels less than 79 feet in length may choose measurement under one of two older U.S. Formal Measurement Systems (the Standard or Dual Regulatory Measurement Systems), or the U.S. Simplified Regulatory Measurement System. The U.S. tonnage measurement program is administered by the Coast Guard Marine Safety Center (MSC).”

What are the requirements for vessel documentation? The basic requirements for US Coast Guard documentation are to demonstrate ownership of the vessel, US citizenship, and eligibility for the endorsement sought.

For more information about US Coast Guard vessel documentation, check out the National Vessel Documentation Center’s website. If you have additional questions or need assistance, give us a call or email us.

 

 

 

Gennine No Comments

New Hampshire Corporate Law Updates

Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA). One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

New Hampshire has enacted the following legislation, effective as noted:

Senate Bill 42, Laws of 2017, effective August 27, 2017, has amended the business and nonprofit corporation laws by repealing the requirement that a public hearing be held in connection with domestic reinstatements. This applies to late reinstatements for business corporations.

The Bill may be accessed at http://www.gencourt.state.nh.us/bill_status/billText.aspx?sy=2017&v=HP&id=916.

Senate Bill 18, Laws of 2017, effective August 28, 2017, has amended the business corporation and LLC laws by authorizing revoked foreign corporations and foreign LLCs to apply for reinstatement.

The Bill may be accessed at http://www.gencourt.state.nh.us/bill_status/billText.aspx?sy=2017&id=918&txtFormat=pdf&v=current.

If you have questions or need assistance, feel free to contact us or call 800-346-4646.

Gennine No Comments

Jurisdictional Closures for September 2017

Please see the list below for the jurisdictional closures for September. Dates and information are subject to change.

Date Holiday State
 Sept 4th  Labor Day All national, state and local offices are closed.

jurisdictional closures for september signPlease check out our blog posts throughout the month for any last minute changes or updates from these or any other state or local office.

If you have any questions or need assistance, feel free to contact us at 800-346-4646 or via email at info@incserv.com.

Amanda No Comments

Certificate of Incumbency – Who? Why? How?

Earlier in the month, we answered the question “What is a Certificate of Incumbency?”  Certificate of Incumbency Lending Transaction(In case you missed the blog post – click here to read what we had to say.) In this week’s blog, we are covering the “Who?” the “Why?” and the “How?” of Incumbency Certificates.

Who needs a Certificate of Incumbency? Most often our International clients with US businesses are the clients requesting this type of document.

Why do clients request Incumbency Certificates? When entering into financial or other legally binding transactions, a certificate may be requested to prove the named individuals are authorized by the company. The certificate confirms the identity of the corporation’s signing officers or in the case of an LLC, the members and managers of the company. It may also name directors and shareholders and confirm other minute book contents.

How do I obtain a Certificate of Incumbency? Just give us a call or email us.  As the registered agent for your entity, we can prepare the document for you. All you need to do is provide us with copies of your internal documentation, such as meeting minutes from your corporate minute book. If we’re not the Registered Agent, ask us about changing your Registered Agent to Incorporating Services, Ltd.

If you have additional questions or need assistance with obtaining a certificate, give us a call or email us. We’re always happy to help you out in any way we can. Just remember, we can’t give legal or tax advice. You’ll have to contact an attorney or CPA for that.

Amanda No Comments

Delaware Boat Registration Series – Part 2

Delaware boat registrationIn part one of our three part Delaware Boat Registration series we answered some frequently asked questions about how to register your boat in Delaware. Here in part two, we’re covering boat registration renewals, transfers, and deflagging/deleting.

When can I renew my Delaware boat registration? As mentioned in part one, Delaware boat registrations run on a calendar year. Beginning mid-October, registration renewal opens up. Therefore if your registration expires December 31st, you may renew beginning in mid-October.

What information do I need to renew my Delaware boat registration? You will need the information from your original registration, such as the hull number, boat registration/DL number and the exact individual or company name your boat is registered under. Please note if your boat is registered under a company name, the company needs to be in good standing with the State of Delaware and with its registered agent.

I need to renew, but my address needs to be changed. How do I change the address on my registration? Your address can be updated during the renewal or transfer process.

Can I use your address on my registration? Yes. If you’re an Incserv registered agent client, you can use our address on the registration.

How do I transfer my Delaware boat registration? Transferring registration is simple. You’ll need a notarized bill of sale and then you will complete a new application. For all the details on new applications, click here to check out part one of our series.

Can I deflag or delete my Delaware boat registration? Deleting your Delaware Boat registration is also commonly referred to as deflagging your boat. Like transferring registration, the process is easy. All you need is the registration number. This is the number that starts with DL on your registration card. The Delaware Department of Natural Resources (DNREC) can then produce a deletion letter. If the deletion letter needs to be apostilled for use abroad, we can help with that too!

As always, if you have additional questions or need assistance with boat registration, renewal, transfer, and/or deletion, give us a call or email us. We would be happy to help, as we courier boat registrations back and forth to DNREC several times a week for our clients.

Gennine No Comments

Arizona Senate Bill 1272

Arizona Senate Bill 1272Incorporating Services, Ltd. (Incserv) is an active member of the National Public Records Research Association (NPRRA). One of the many benefits of this membership is the continuous flow of information from other members regarding changes in policy, law and processing of public records searching and filing across the US. We received the below information from the NPRRA.

Arizona Senate Bill 1272 (2017 session), effective August 9, 2017, made various changes to the Arizona corporations law.

Procedural changes resulting from this bill include the following:

  • The Arizona Corporations Commission (“ACC”) will no longer automatically return a copy of approved documents. Instead, the ACC will only automatically return an approval letter. 
  • The ACC will continue to return copies of rejected documents along with a rejection letter.
  • The Statement of Change of Known Place of Business Address or Statutory Agent forms for corporations (domestic and foreign) and LLCs (domestic and foreign) have been revised, as the requirements for both have been somewhat simplified.
  • There is now a six-month suspension of the annual report requirements for domestic and foreign corporations that voluntarily file for dissolution or withdrawal. However, if the voluntary dissolution is not completed within that six month period, the annual report and any related fees (including any late filing penalties) will be due. The ACC has recommended that a tax clearance certificate be obtained and submitted with the dissolution or withdrawal filing to help avoid any penalty fees from accruing.
  • Foreign nonprofit corporations are no longer required to file applications for new authority when they amend their name, duration, or home jurisdiction. They can now file Articles of Amendment to Application for Authority with a certified copy of the amendment instead.
  • LLCs whose latest date to dissolve has passed can now be administratively dissolved. The ACC has advised that there are several thousand LLCs on their records that may be administratively dissolved due to this change, starting on August 9, 2017.

A copy of this bill is available here: https://apps.azleg.gov/BillStatus/GetDocumentPdf/451387

The ACC has also published a legislative update regarding this bill on their website here: http://www.azcc.gov/Divisions/Corporations/Legislative-changes-update-July-2017.pdf

If you have questions or need assistance, feel free to contact us or call 800-346-4646.