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The Perplexing World of Uniform Commercial Code Demystified! Pt 1: UCC Filings – What are they and where to file?

Uniform Commercial Code UCC  300x200Living in the World of Uniform Commercial Code can be perplexing.  This blog is the start of a series to start the discussion of UCC-1 filings, what they are, and where to file.

A UCC-1 Financing Statement (an abbreviation for Uniform Commercial Code-1) is a legal form that a creditor files to give notice that it has or may have an interest in the personal property of a debtor.  For example, if you, lend money as part of a loan, or offer credit for the lease or purchase of equipment of any kind, you may file a UCC-1.  The UCC-1 protects the creditor’s interest should the debtor default on the loan.  Filing the UCC-1 timely is very important; as a secured party, you want to make sure the filing is filed before any other to secure your interests.

The question arises: Where do I file?  The below chart lists out the most common debtor types:

Debtor Type Where to file UCC financing statements
Registered organizations (Corporation, LLC, LP, etc.) File at central filing office of state where entity was formed or organized (i.e., Secretary of State) and/or county recording office where principal office is located
Organizations with one place of business County/State of place of business
Organizations with multiple places of business County/State of chief executive office
Non-U.S. entity organized in foreign jurisdiction without a notice system In Washington, D.C. and other applicable jurisdictions
Individuals County/State of principal residence

Stay tuned for the next installment, which will dive deeper into the World of Uniform Commercial Code.

Karen Elliott, Assistant Vice President Client Development



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Jurisdictional Closures for August 2018

Closures office closedPlease see the list below for Jurisdictional Closures for August.  Dates and information are subject to change.   

Date: Holiday: State:
August 17th  Statehood Day HI
August 13th  Victory Day RI
August 16th
 Bennington Battle Day VT

Please 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

Gennine Cooper No Comments

The Lies My Resignation Told Me About My Company

company pexels photo 288477 300x225How much do you know about your company’s story? Just like a great novel, your company’s narrative has a beginning, middle, and end. Often times, companies forget that their story has to end.

Every so often, conflicts such as financial tolls, familial hardships, and legal issues cause company owners to close the book on their saga without taking the necessary steps to finish the story. This preemptive move results in uninformed or misinformed decisions that hinder the company’s legacy. Just like a book, if a company opens, it also needs to close. Even though there are two ways of “closing” a company, only one way is truly beneficial for the entity.

Advisors sometimes direct their clients to have the registered agent complete a resignation of registered agent. In simple terms, a resignation is the removal of the registered agent’s name/liability from the company. What is often not effectively communicated is resigning from the entity does not automatically shut the company down.

In fact, the subsequent actions that follow are: a 30-day waiting period allowing the company to name an agent and continue legally conducting business, falling into “bad standing” or “inactive” status, and finally rendering the company legally unable to conduct business. However, because the entity was not formally shutdown via a cancellation, dissolution, or withdrawal document, some states are able to tax the company for up to three years.

In some states, an entity in an administratively inactive status can present problems when attempting to start a new business, qualify in other states, etc. An administratively inactive status is a forced state status in which a company has not formally shut down and has not submitted proper annual documentation to keep the entity active. This status renders the company unable to legally conduct business and, in some instances, relinquishes the ability to move forward with the submission of other legal documentation until the status is rectified either by paying back taxes and or fees, filing past due annual reports, closing documents, etc. which can become quite costly.Resignation document 300x279

The best way to ensure your entity is formally shut down, is to file a cancellation, dissolution, or withdrawal in the respective jurisdiction(s). However, which document you must file depends on the state and entity type. For the best information, contact either your registered agent’s corporate division or visit the corresponding Secretary of State’s website.

Remember, in the end, a resignation only helps one party. Get informed and don’t forget to “close” the book on your entity.

The End.

Amanda Archambault, Registered Agent Associate

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Independent Manager Series – Part Two

I need an Independent Manager, now what?

Independent, Manager independent rep 300x225In the first part of the series I outline what the Independent Manager is, and what role they play with the LLC.  In this part of the series, I outline how a typical engagement proceeds.  Working with Incserv as an Independent Manager is easy.

      1.)  Initial Reach Out

Establishing an Independent Manager relationship is easy! – But it is an iterative process.  Before the engagement starts, we will need a copy of the Operating Agreement so we can learn what your needs and expectations are for the Independent Manager.  Clarifying questions or follow ups may fall out of this document.

      2.)  Complete an Engagement Contract

Once it is determined that we can assist with your needs, we will send an Engagement Contract.  This is a separate agreement that outlines each party’s role with respect to the relationship.

      3.)  Sign the Necessary Documentsindependent, Manager document 300x279

Once the Engagement Contract and Operating Agreement are agreed upon, all parties sign the documents!  We will require a set of signed documents for our records, and we are complete.

We can move QUICKLY!  It is important to make us aware of any deadlines so we can make sure your expectations are met.  While engagements can usually be processed in hours, if the operating agreement is complex or if you need multiple managers, we may need additional time for document review.  It’s always best to reach out as soon as you are aware you will need a manager so we can begin the iterative process!

If you would like to learn more about the process, or are ready to hire an Independent Manager, you can reach out to us  We look forward to hearing from you!

Josh Twilley, President