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Springing Member: Hopping Into Action

This post was updated on January 18, 2021.

What is a Springing Member?

A Springing Member is similar to an Independent Manager/Director. He or she sits independent of a company’s board of directors and is designated and ready to serve at a moment’s notice, most often in response to an event that may have a negative impact on the company. For example, if a board member dies, the springing member will “spring” into action and fill the deceased board member’s seat. The contract signed at the appointment of a Springing Member allows for the designated person to take on the role immediately so the company has at least one member. This ensures that the company continues to maintain even in the face of hardship.


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What is the Difference between a Springing Member and an Independent Manager?

Although similar, the difference in the type of representation you need comes down to your company’s entity type. For example, Springing Members are typically utilized for Single Purpose Entities (SPEs) and Delaware Limited Liability Companies. These types of entities usually have one member handling all facets of the company. Should something happen to that sole member, the company does not automatically dissolve if they have a springing member. At this point, the Springing Member could hop in to ensure the entity is properly closed so as to not add financial burden to the sole owner’s family.

Why is a Springing Member Necessary?

A Springing Member most often becomes necessary when company owners borrow large sums of money, often amounting in millions of dollars. Lenders in transactions involving real estate investment companies and asset management companies often require a Springing Member to serve on the board to vote on material actions which would require a unanimous vote. For example, should the company file for bankruptcy, the Springing Member steps in to act as an independent Member, voting in such a way that would include the interests of the lender.

Want to learn more about Springing Members and our Independent Representation services? Start a conversation.

And as always, 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 links or attachments) should be judged accordingly.

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Jurisdictional Closures for May 2019

Please see the list below for Jurisdictional Closures for May.  Dates and information are subject to change.
Date                   Holiday                                         State
May 7th             Primary Election Day                  IN

May 8th             Truman Day                                 MO

May 10th           Confederate Memorial Day       SC

May 27th           Memorial Day                              All National, state and local offices are close

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

closures Incserv blog

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DE Division of Corporations Employee Retreat – May 1st

On Wednesday, May 1, 2019 the Delaware Secretary of State – Division of Corporations will be having their Employee Retreat. State services will be altered.

Tuesday, April 30, 2019
  • The evening shift will be working 2:00 PM to 10:00 PM (ET).

We will be able to secure filing dates and times until 11:59 PM (ET).

Wednesday, May 1, 2019
  • Staff will work from 8:00 AM to 10:30 AM (ET), with no evening shift.
  • There will be no Same Day service or Must Approvals after the division departs at 10:30 AM (ET).
  • All 30 Minute, One-Hour and Two-Hour service filings must be received prior to 9:00 AM (ET) and all 24 Hour service filings must be received prior to 12:00 PM (ET).

We will be able to secure filing dates and times until 11:59 PM (ET).

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

If you have any questions or concerns, please contact our office at 302.531.0855, 800.346.4646 or

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Maryland Registered Agent – Incserv is here to serve your needs!

With the excitement still flowing over our announcement about the opening of our new Annapolis, Maryland Office, let’s talk about one of the most important aspects of maintaining any legal entity– having the best Registered Agent office in town serving your entity!  Incserv is the right fit for any entity right here in Maryland:

  • You reside in the state of Maryland and own your company, but need the security of knowing that a potential Service of Process won’t be missed while you are busy running your business.
  • You are a company that manages several entities and would like someone to help with the entity management side for Service of Process and Tax Notifications and Filings.
  • You are a legal or financial professional and want to be sure that after you’ve given your client the best service you can offer, you are placing them in very capable hands of a Professional Registered Agent and Service Company to help them stay in compliance.

Whoever you are, Incserv is available and ready to serve your Maryland business registration as your Maryland Registered Agent office!  Give us a call and we’ll find your solution.

If you’d like more information about our services in Maryland, please call our main number at 800.346.4646 or email us at  Stay tuned to this blog series as we announce new services and information about our new Maryland Office in the historic capital city of Annapolis!

Lucy Rose, Project Manager, Product Research and Development

Registered Agent Incserv blog

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Good Friday – April 19th

On Friday, April 19th, some jurisdictions will be closed in observance of Good Friday.  However, Incserv will be available between the hours of 8:30 AM – 5:00 PM (ET). 

Incserv has electronic access to many jurisdictions and will be 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.

Incserv will resume regular business hours on Monday, April 22nd.

If you have any questions or concerns, please contact our office at 302.531.0855, 800.346.4646 or

Good Friday Incserv blog

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Does Your Company Need a Certificate of Incumbency?

A Certificate of Incumbency is a document that confirms the identity of individuals within a company. This document may also be known as a Statement of Incumbency or Incumbency Certificate. Depending on the type of company, the document may identify the members and managers or the officers and shareholders of the company.

A Certificate of Incumbency may include information such as:

  • When and where the company was formed, as well as the state file number
  • Registered Agent details for the company
  • Names and titles of company officials
  • Shareholder names, titles, and stock ownership details
  • Status in the jurisdiction of formation

The details within the document are based upon the company’s state registration records and internal documentation, such as meeting minutes. The internal documents used to prepare the document are attached to the certificate. Many times, a Certificate of Good Standing from the jurisdiction of record is also obtained and attached as further proof.  The Incumbency is then signed by the agent of record and notarized.

If your company has an international bank account, the bank may request the Incumbency be prepared and presented to them on an annual basis, for their internal due diligence. The document can also provide the rightful owners of a company, as it is prepared by the agent of record.

If you have additional questions or need assistance with obtaining a Certificate of Incumbency, give us a call or email us. Please note – Incserv must be the Registered Agent of a company in order to prepare a Certificate of Incumbency. If you require a Certificate of Incumbency and we are not the Registered Agent, ask us about changing your Registered Agent.

Karen Elliott, Assistant Vice President Client Development

incumbency Incserv blog

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Emancipation Day – April 16th

All District of Columbia government offices are closed on Tuesday, April 16th in observance of Emancipation Day.  Although our Washington, DC office will be open during regular business hours, DC specific services are limited.

The following District services will be available: UCC searches with copy retrieval, corporate status searches and name availability.

The following District services will not be available: corporate filings, document retrievals, business license services, UCC filings, apostilleEmancipation iStock 540983048 300x171s and notary certifications.

Federal Agency and Foreign Embassy services are not affected by this closing.

District offices will resume normal business hours on Wednesday, April 17th.

If you have questions or concerns, please contact our Washington, DC office at 202.386.7575, 877.531.1131 or

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Understanding the Apostille, Authentication and Legalization Workflow

The Apostille, Authentication and Legalization process is largely dependent on document type and whether the Apostille is applicable or if the full Authentication and Legalization process must be followed.

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The above is a generalized workflow diagram that shows the relative simplicity of the APOSTILLE process when compared to the NON-APOSTILLE LEGALIZATION process, which introduces not only added complexity and time with the extra step of legalization, but also subjects documentation to the jurisdiction and review of the contracting countries embassy or consulate.

Step One: Determine if an Apostille is applicable

You can do that by consulting the list of Countries and Territories that are Party to the Hague Convention Abolishing the Requirement of Legalization on the HCCH website.

Two important things worth noting:

  •  For an Apostille to be applicable BOTH contracting parties must be on the list.
  •  The Contracting list is distinct from the HCCH Member list in that not all HCCH members  are contracting parties and not all contracting parties are members.

As you can tell from the illustrated workflow diagram – the Apostille process is simpler than the Legalization and the Authentication process. Removing both the extra step associated with authentication as well as any ambiguity associated with variations in the procedures for each country consulates and/or embassies.

Step Two: The document type will determine the general process flow Generally the primary type of documents include:

  • Non-Public document examples include: Company Bylaws, Change of Address Document, Certificate of Legal Representation
  • Public – State Examples include: Amendments or Articles for Incorporation
  • Public – Federal Examples include: U.S. Patent and Trademark Office (PTO) documents, Security and Exchange Commission (SEC) documents, Library of Congress (Copyright) documents

It is important to remember that to a certain extent, consulates and embassies has the same authority as if they were a separate country.

Legalization and Authentication procedures should be considered on a case-by-case basis and should never be assumed.  The next post in this series dives into greater detail on tips to avoid rejection and expedite Apostille, Authentication and Legalization process.  For more information or questions please contact a Incserv professional at