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The Revival: a “Poefect” Solution to Resurrecting Your Company in a Heartbeat

Company graveyardIn honor of Halloween, the following blog not only tells of how to resurrect a company that has been resigned on, it is also a parody of the infamous Edgar Allan Poe’s “The Raven.” Please enjoy this fun and informational poem.

“Once upon a midnight dreary, while I pondered weak and weary” (Poe,742),
I sprang to my den and opened my laptop.
While I typed, barely breathing, suddenly there came a feeling
A feeling that my company was in danger, danger of illegally running.
“It is! ” I shouted as the research ceased, “It is illegally running!”
Only this, and nothing more.

“I distinctly remember it was in the bleak December” (Poe, 724),
That my registered agent invoiced me for services rendered.
Upon not paying, they emailed me saying- I had to pay or formally close
Those were my options, they would resign if neither were chosen,
nly those, and nothing more.

“Deep into that darkness peering, long I stood there wondering, fearing’’ (Poe, 742),
How am I to correct this madness.
What kind of penance will I pay  for my sin?
Call my registered agent, they’ll show me where to begin,
Only this, and nothing more.

“This I sat engaged in guessing, but no syllable expressing” (Poe, 743)
A renaming or changing of registered agent should be filed
But only if the thirty day window has not expired
Alas the window has lapsed, and I must file a revival
A costly documentation, but needed for survival
Not only this, but something more.

“And the [parchment], sad, uncertain rustling of each [page]” (Poe, 742),
The forms are just the start, past due taxes too are due
Once documents are filed and taxes are paid
My company will rise again and money will be made
Only this, and nothing more.

“Presently my soul grew stronger; hesitating then no longer,” (Poe, 742),
I took action to reinstate my company, with help from my registered agent thankfully
They filed my revival and settled my dues, then an email from the state brought comforting news
My company is resurrected and operating legally
Careless in my company’s dealings I will be, nevermore.

For more information on how to revive/reinstate your entity that has been resigned upon, please feel free to visit our website www.incserv.com or email our corporate team at orders@incserv.com.

Poe, Edgar A. “The Raven.” The Norton Introduction to Literature, edited by Peter Simon, ninth ed.,
New York, W.W. Norton & Company, 2006, pp. 742-44.

Amanda Archambault, Registered Agent Associate

 

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Closures – November 6th & 12th

November iStock 540983048On Tuesday, November 6, 2018 and Monday, November 12, 2018, most jurisdictions will be closed in observance of Election Day and Veterans Day.  However, all Incserv offices will be available both days between the hours of 8:30 am – 5:00 pm (ET) to provide you with services that are obtainable.

Incserv has electronic access to many jurisdictions and is able to perform electronic searches, filings and document retrievals, as such access allows.

If you have questions pertaining to what services are available in a specific jurisdiction or if you anticipate special needs between 5:00 pm and 8:00 pm (ET) on this day, please contact Incserv in advance so a Client Services Representative may work with you to ensure your needs are met.

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

 

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UCC Searches – Where to search!

search iStock 108365146For the sixth installment in our series on The Perplexing World of Uniform Commercial Code Demystified, we’d like to talk about Where to search!

As Part 1 of this series UCC Filings – What are they and where to file? indicated, there are specified locations to file a UCC Financing Statement based on your debtor type and location.  We follow the same logic regarding searching!  But the logic is not always clear cut.  For instance:

  • What if the company is registered in one State but its Principal Office is in another?
  • Where do you search for an individual who resides in one State now, but used to reside in another?

Anytime the location is unclear, we often will search all possible locations.  Conducting a Debtor Due Diligence search at the State, County (City), and in the corresponding Federal District in both States will ensure that that you have done your due diligence.

You can request a Debtor Due Diligence Search nationwide with us today either online or by sending your request to Orders@incserv.com.  Please give us a call if you have any questions or would like additional information.   We look forward to hearing from you and stay-tuned for our next segment on Where to Search!

Lucy Rose, Project Manager, Product Research and Development

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Jurisdictional Closures – November 2018

November closed signPlease see the list below for jurisdictional Closures for November. Dates and information are subject to change.

Date: Holiday: State:
November 6th Election Day DE, HI, IL, IN, MD, MI, NJ
November  8th Return Day DE (after 12:00 noon Sussex County)
November 12th Veterans Day
All national, state and local offices are closed
November 22nd Thanksgiving
All national, state and local offices are closed
November 23rd Day after Thanksgiving CA, CO, DE, FL, GA, IL, IN, IA, KS, KY, ME, MD, MI, NE, NV, NH, NM, NC, OK,
OR, PA, SC, TN, TX, UT, VA, WA, WV, WI

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 info@incserv.com.

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Department of Consumer and Regulatory Affairs Closed – October 25th

Closed ServicesImages  washdcE-Alert: The Department of Consumer and Regulatory Affairs (DCRA) will be closed on October 25th in order to conduct agency-wide employee training.

Our Washington, DC office will be open regular business hours to provide nationwide assistance.  However, our DC office will only be able to obtain DCRA good standing certificates. All other DCRA specific services will not be available.

The DC Recorder of Deeds, DC Notary & Authentications Office and all federal agencies and embassies will be open for business, as normal.

If you have questions or concerns, please contact our Washington, DC office at 202.386.7575, 877.531.1131 or dcorders@incserv.com.

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Incserv’s newest service: Vessel Registration Renewal Filings

Vessel UntitledWe have some exciting news – we have added a new automatic vessel registration renewal filing service to our list of enhanced services!  But it’s more than just a filing service – if you have a vessel, we do everything for you to ensure you remain in compliance not only with DNREC or the Coast Guard, but we also ensure your Delaware corporation or LLC remains in compliance with the Delaware Secretary of State!

You may have recently received an invoice from us that includes these new services.  We have opted our vessel owners into our new services for their convenience.  We know our vessel clients have better things to do than to dig up the paperwork on their vessel and ensure it’s renewed in a timely fashion.  In addition, if you have a company in Delaware that is the owner of the boat, there are state requirements to be met as well to ensure the company stays compliant and in Good Standing with Delaware.  Incserv takes all the hassle of the annual maintenance requirements out of our clients’ hands and puts it directly into ours!

So what’s included?

Registered Agent Service

If you have a company with us already, you are familiar with this service.  If this service is on your invoice, Incserv is serving as the registered agent for your corporation or LLC.  We fulfill the jurisdictional requirement by acting as a physical address within the state for the purpose of receiving service of process, and we forward any received government mail or service of process to you.

This service is required if we are your registered agent.

Annual Report Filing Service (ARFS)

Our Annual Report Filing Service, called ARFS for short, is our automatic jurisdictional annual report filing or franchise tax paying service.  With this service, we monitor your company’s due dates for you and ensure the report is filed or the tax is paid on time, every time – ensuring your company stays in compliance and in good standing.  With ARFS, you will never be surprised to find your company is not compliant with the Secretary of State and quickly need to make costly payments to the State in order to return to Good Standing.

This service is an optional service.  It is also offered in all 50 states, so if you have your company qualified to do business in another state, we can add ARFS to that company as well!  Contact us if you are interested in adding this service to another of your entities!

Annual State Requirement

If you have a Delaware LLC, there is an annual tax payment due to the State each year on or before June 1st.  If you have a Delaware corporation, there is an annual report filing and franchise tax payment due to the State each year on or before March 1st.  No matter which you have, we take care of this for you!  This service goes hand in hand with ARFS – ARFS is our monitoring to ensure we file or make payment by the due date, and this service is the actual filing or payment to the State.

This service is an optional service, but it is required if you also have ARFS on your account.

Vessel Registration Renewal Service

With our Vessel Registration Renewal Service, we handle your boat registration renewals for you!  We keep track of your vessel’s filing information including hull length, hull number, vessel owner, and more, and ensure the renewal is filed in a timely fashion.  We file with both DNREC and the Coast Guard, so no matter which agency your vessel is registered with, we can handle the paperwork!

This service is an optional service.

In addition, if you have other enhanced services on your account such as electronic mail forwarding or virtual office, you will continue to receive those services.

Did you not receive an invoice and you’re interested in one or more of the above services?  Give us a call at 800-346-4646, send us an email, or chat with us on our website!

Sara Flanagan, Systems Analyst

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What is a Public Benefit Corporation (PBC)?

Public Benefit iStock 524621933While most people are familiar with Corporations and LLCs, and some are familiar with the alphabet soup of other entity types (LLP, LLLC, LLLP, PLLC), the newest kid on the block is the Public Benefit Corporation (or PBC).  This new entity is catching on fast in different states, and serves to fill a unique niche in the suite of entities.

Most entities (Corporations, LLC’s, etc) are managed by Directors (or managers) who are elected by the Shareholders (or ownership).  These Shareholders entrust the Directors to act in their interests; in the past the courts have defined shareholder interest as profit maximizing – Director decisions should be purely financial decisions.  If the Directors make decisions that are not in the financial interest of the ownership, the Directors may expose themselves to legal action by the ownership.

However, in the case of a PBC (and, more recently, the Public Benefit LLC), an entity can file as a PBC and explicitly state in their operating agreement some other corporate goal, outside of simply maximizing profit.  This gives the Directors cover to make decisions that serve some “public benefit” as defined in the operating agreement, rather than only looking at profit maximization.  Patagonia is an example of a corporation that sought the PBC structure.  Patagonia long wanted support issues around social and environmental causes, but had difficulty balancing this mission with retaining a Corporate status.  In January, 2012, Patagonia became the first company in California to file as a PBC.

Fast Facts about Public Benefit Corporation:

  • Maryland was the first state to adopt the PBC Legislation in October, 2010.  Within five years of this adoption, 31 other states passed legislation created PBC (each state with its own unique variation).
  • On February 1, 2017, Laurate Education, Inc was the first Public Benefit Corporation to be public traded.   Their stated public benefit is to “produce a positive effect for society and students by offering diverse education programs both online and from campuses around the globe.”  Click for reference article from Fast Company.
  • There is a distinction between a Public Benefit Corporation (PBC) and a B Corp.  The PBC generally refers to a company organized under a states existing Public Benefit Corporation statutes.  The B Corp is a certification conferred by a third  party “B Labs” for a corporation that adheres to higher standards of serving the public good. A B Corp is not necessarily a PBC, and a PBC is not necessarily a B Corp.  Likewise, click here for a discussion from B Labs on the differences.

Josh Twilley, President

This post is for informational purposes only.  Should not be construed as legal or financial advice.  Please consult with your attorney for legal advice or accountant for tax and financial advice.

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UCC Searches – What is encompassed in a full Debtor Due Diligence Search?

Diligence  UCCFor the fifth installment in our series on The Perplexing World of Uniform Commercial Code Demystified, we’d like to talk about what is encompassed in a full Debtor Due Diligence Search?

If your company or client is involved in a closing of some type, you may be in need of a Debtor Due Diligence Search on your party or the opposing party.  This can provide a clear picture for you or the opposing party of the health of the target company.  Do they have any outstanding Liens?  What was used as collateral previously in a Lien situation?  Have they filed for Bankruptcy?  Have they been the Defendant in a Civil action?  All great things to know ahead of your transaction!

Incorporating Services has you covered!  Included in a standard Debtor Due Diligence Search, we abstract indexes* at the State Level, where you typically find Uniform Commercial Code filings and Federal Tax Liens.  We also search the requested County Level where you typically find UCC Fixture filings, State Tax Liens, Pending Civil Suits and Civil Judgments.  Last but surely not least, we search the requested District at the Federal Level for Civil Suits and Judgements as well as Bankruptcies.

You can request a Debtor Due Diligence Search nationwide with us today either online or by sending your request to Orders@incserv.com.  Please give us a call if you have any questions or would like additional information.   We look forward to hearing from you and stay-tuned for our next segment on Where to Search!

*each State is a little different regarding where an index is found; rest assured we have it covered and will return all indexes wherever found when a full search is requested.

 Lucy Rose, Project Manager, Product Research and Development