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Law Change Affects Conversions in NC

Law Change Affects Conversions in NC

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 on Monday, August 29, 2016.

North Carolina SB 482 (Session Law 2016-114) was signed into law by North Carolina Governor Pat McCrory on July 28, 2016. Amongst other things, the law is amended to allow the conversion of a charitable or religious corporation to a LLC, if the sole member of the surviving entity immediately after the conversion is a charitable or religious corporation. The bill is effective October 1, 2016.

SECTION 3, G.S. 57D-9-20 reads as rewritten: Ҥ 57D-9-20. Conversion:

(a) An eligible entity other than an LLC may convert to an LLC if both of the following requirements are met:

(1) The conversion is permitted by the law governing the organization and internal affairs of the converting entity.

(2) The converting entity complies with the requirements of this Part and, to the extent applicable, the law governing its organization and internal affairs immediately before the conversion.

(b) The conversion of a charitable or religious corporation to an LLC is permitted by law if the sole member of the surviving entity immediately after the conversion is a charitable or religious corporation. This subsection shall not limit the ability of an eligible entity to convert to an LLC if otherwise permitted by law.

(c) For purposes of this section, charitable or Religious Corporation shall be as defined in G.S. 55A-1-40(4).”

For information and to read the full bill please go to: http://www.ncleg.net/gascripts/BillLookUp/BillLookUp.pl?Session=2015&BillID=s482

For assistance in North Carolina with Charitable or Religious Corporations, contact our office at ncorders@incserv.com.

The information within this post is intended for general information purposes only. Incserv and its employees cannot offer legal or financial advice. Please consult with your legal counsel for assistance in how this information may or may not affect you and your business prior to making any decisions. The above information (and any attachments) should be judged accordingly.

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Navigating D.C.’s Airbnb Rules & Regs

We are pleased to share the below article written by Ms. Valerie M. Blake of Keller Williams Realty in Washington, DC. The article appeared on August 28, 2016 on the website Washington Blade. An excerpt of the article is displayed below. Please click on the link at the end of the excerpt to read the article in its entirety.

Thinking of renting your D.C. home on Airbnb? There’s a long list of rules and regulations to navigate.

Have you ever awakened in the middle of the night and stumbled into the bathroom only to find a stranger there? If so, then either you were very drunk the night before and forgot who you brought home or you may be renting part of your home with Airbnb.

Airbnb, Inc. was founded in San Francisco in August 2008 as a peer-to-peer (P2P) service to make short-term housing available to business and vacation travelers who prefer the ambiance of a home to the sterility of a hotel. Properties are now available to rent in nearly 200 countries worldwide.

Eight years later, however, we are still struggling with the legality, security and logistics of having strangers in our homes, which prompted the Short-term Rental Regulation and Housing Protection Act of 2015 (DC B-414) to be introduced in the D.C. Council on Sept. 22, 2015 by then-Council member Vincent Orange. The bill would regulate transient housing accommodations offering stays of less than 30 days and is still under review by the Council.

In the interim, the Department of Consumer and Regulatory Affairs (DCRA)instructs a would-be Airbnb landlord to follow the current procedures for licensing a single unit property such as a house or condominium or, if applicable, a two-unit property such as the elusive rowhouse with English basement rental unit sought by many of today’s real estate buyers.

Each D.C. rental property must be properly licensed, meet the requirements of the D.C. Construction Codes and fall within the guidelines of any restrictive covenants placed on the property by a condominium, cooperative or homeowners association. Potential Airbnb landlords are often disappointed to find that their condo, co-op and HOA rules require a minimum lease of 12 months and that short-term rentals are prohibited.

A Basic Business License (BBL) is required for each property. An application for a two-year BBL must be filed with additional supporting documents and fees totaling slightly less than $200.

If you own your property as an entity such as a corporation, limited liability company (LLC) or partnership, then you may need to register with the Corporations Division of the DCRA before filing your BBL application.

Read the article in full

Special thanks again to Ms. Blake. She can be reached at 202-246-8602 or Valerie@DCHomeQuest.com. Each Keller Williams Realty office is independently owned and operated. Equal Housing Opportunity.

For assistance in Navigating through this process in Washington, DC contact our office at 202.386.7575 or dcorders@incserv.com.

The information within this post is intended for general information purposes only. Incserv and its employees cannot offer legal or financial advice. Please consult with your legal counsel for assistance in how this information may or may not affect you and your business prior to making any decisions. The above information (and any attachments) should be judged accordingly.

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Can Delaware Be Dethroned?

Josh Twilley, President of Incorporating Services, Ltd. shares an article from the Delaware Business Times, featuring a Professor Charles Elson, a well-recognized expert on corporate governance at the University of Delaware. Mr. Elson will be presenting at UCLA on the topic of “Can Delaware Be Dethroned?” discussing whether Delaware’s preeminence as the legal home to most of the Fortune 500 companies can be displaced.

The Delaware Business Times recently caught up with Prof. Elson for a Q&A. You can read the article in its entirety here. Below are some of the highlights from this article posted on August 15, 2016:

  • Delaware has a reputation for fairness and neutrality in determining corporate matters because other stakeholders (either corporate or individual) do not have unfair influence over the legislation. The Delaware Court of Chancery continues to be a global leader in corporate adjudication in part because of this fair balance.
  • Charles believes the movement towards federalizing corporate law is essentially already in place, in that many other states follow Delaware’s lead in new corporate regulatory law. Federalizing would create inconsistencies in the law which would result in the Supreme Court taking up many corporate cases, which they have little interest in doing.
  • Corporate law alone is not strong enough to prevent bad actors from using the corporate structure for illegal means. Delaware is no more complicit in allowing bad actors to use the corporate legal structure than any other state. (I would add that Delaware is less complicit because many other states have a less thoroughly developed corporate legal structure — in a less regulated environment, bad actors can get away with more…)

If you’d like to learn more about forming an entity in Delaware, contact us and a Corporate Specialist will assist you.

The information within this post is intended for general information purposes only. Incserv and its employees cannot offer legal or financial advice. Please consult with your legal counsel for assistance in how this information may or may not affect you and your business prior to making any decisions. The above information (and any attachments) should be judged accordingly.

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Three New Countries to Join the Hague Apostille Convention

Incorporating Services, Ltd (Incserv) specializes in Federal and Embassy services managed by our Washington, DC office. Incserv’s staff is familiar with the intricacies of dealing with various federal agencies and has a vast understanding of the many foreign embassies’ policies and procedures.

Deirdre Davis-Washington, Assistant Vice President of Branch Operations in Washington, DC shares the following news with regards to legalizations:

Brazil, Chile and Morocco have joined The Hague Apostille Convention. These countries no longer require full legalization through the embassy and can go to the Secretary of State for notarized and/or state issued documents and the U.S. Department of State for documents issued by federal agencies. The Apostille certificate will conclude the legalization process and thereby deem your document as ready for use in these countries.

  •  Brazil’s effective date is August 14, 2016- read more
  •  Morocco’s effective date is August 14, 2016- read more
  •  And Chile’s effective date is August 30, 2016- read more

Please note, after these dates, these embassies and/or consulate offices will no longer accept documents for legalization.

To visit The Hague Convention website news, click here to learn more.

To find out more about some of the services Incserv offers direct from Washington, DC, click on the Federal Agency & Embassy Services link to the left. Don’t see what you’re looking for? Send us an e-mail. Chances are, if it’s available in Washington, DC, we can make it happen!

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New AZ Senate Bill Makes Several Changes

Kim Sharpe, Assistant Vice President based in North Carolina updates us on the changes to Arizona law as described below:

Arizona Senate Bill 1356 was signed into law on May 19, 2016 and is effective as of August 6, 2016. Highlights of the bill are as follows:

Certificate of Disclosure (all corporations)
The period of disclosure of felony convictions for fraud in the Certificate of Disclosure is changed to five years instead of seven.

Foreign Corporations
A foreign corporation is required to provide the address of its principal office in its state of incorporation, or, if none, the corporation must provide the street address of its registered agent in the foreign jurisdiction.

In addition:
• Par value of shares is no longer required on the Application for Authority.
• Eliminates the Application for New Authority and replaces it with Articles of Amendment to Application for Authority.
• Clarifies that both certified copies from the foreign jurisdiction and articles of amendment will be required if the corporation changes its name, duration, or domicile, or if anything on the original Application was inaccurate when filed.

False Filings
Creates a right of action that the corporation or LLC, its creditors, and shareholders or members, may exercise against any person that authorizes or signs a document delivered for filing with the Arizona Corporation Commission that the person knows contains false or misleading information.

The full summary, and information regarding HB2614 and HB2447, can be found at: https://www.azcc.gov/Divisions/Corporations/Legislative-changes-update-May-2016.pdf.

Should you need assistance with Arizona filings or filing in any other state, feel free to contact us or call 800-346-4646.

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Nevada Commerce Tax

In 2015, Nevada Legislature passed an annual Commerce Tax that has been activated this year.

According to the State of Nevada Department of Taxation (NV DOT): “The tax is imposed on businesses with a Nevada gross revenue exceeding $4,000,000 in the taxable year. All businesses are required to file a Commerce Tax return, regardless of liability.  The Commerce Tax return is due 45 days following the end of the fiscal year ending June 30. This year, the first return is due August 15, 2016.”

There has been some confusion this year, as the NV DOT did not include a copy of the tax return with the introduction letters that were mailed to companies. The due date for these is just around the corner.  If you require an extension in filing, please contact the Nevada Department of Taxation at 866-962-3707 or their web site at http://tax.nv.gov.

The NV DOT has provided FAQs and video training that may be accessed here: http://tax.nv.gov/welcometocom/

If you are a Nevada Incserv registered agent client and you need a copy of your pre-printed form, the introduction letter or if you have any additional questions, please contact us at info@incserv.com.

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DE Amends Current UCC Law

delaware delawareIncorporating 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.

The NPRRA released this notice on August 2nd regarding Delaware’s amendment to the current law with regards to a statutory trust. Please see below and attached:

Delaware Senate Bill 276 was signed into law by Delaware Governor Jack Markell on July 13, 2016. The bill amends current law to define and include a statutory trust as a person under the Uniform Commercial Code. The bill became effective August 1, 2016.

Please click here to view the entire bill.

Should you need assistance with Delaware filings, feel free to contact us or call 800-346-4646.