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Pt 6: UCC Searches – Where to search!

For 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!

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Series LLC is now an option in Delaware

Delaware has recently amended its statute to give more flexibility around the Series LLC – including allowing individual series to be registered!  This allows the Series LLC to be a powerful yet cost effective corporate structure.

What is a Series LLC?

A Series LLC is one parent LLC where you can add different partitions, or series, to your LLC underneath it.  This can be useful for real estate investors who want to manage each property under its own registered series (underneath the same Series LLC) or any other business operation that prefers to keep different segments of the business separate from each other.  In principle, each series is protected from liabilities that might arise from other series within the LLC.

How to Form a Delaware Series LLC

The first step is to form a Delaware LLC as the parent LLC.  Additional language is required in the Certificate of Formation in order to form the LLC as a Series LLC rather than a regular LLC.

Once you have the Certificate of Formation ready to be filed, that along with the filing fee of $90 are submitted to the Delaware Secretary of State’s office.

After the LLC is formed, you would want to proceed as usual with the internal operating procedures of the LLC, including drafting the operating agreement, opening a bank account, and obtaining an EIN, if desired.  In addition, the annual tax of $300 (as of March 2020) is due each year on or before June 1, starting with the year after you form the LLC.

How to Form the Registered Series of a LLC

Once the Parent LLC is formed, you can begin forming the series beneath it, called Registered Series in Delaware.

Each Registered Series should file a Certificate of Registered Series with the State of Delaware.  The process is similar to forming a regular LLC – you file a form and pay the filing fee (also $90) to the State of Delaware.   Each Registered Series must contain the name of the parent LLC. Because the benefit of having Registered Series under the Parent LLC is that each of the LLCs under the parent can operate as a separate company, each series can open its own bank account, keep its own separate records, have a different managing structure, obtain its own EIN, and operate separately and independently of the other LLCs in the series.  All of this information is kept internal to the LLC.

One difference between the Series LLC and the Registered Series underneath it is that each Registered Series has an annual tax of $75 due to the State (as of March 2020) rather than the entire $300 LLCs are required to pay.

There is no limit to the number of Registered Series that can be formed under each Series LLC.

Possible Series LLC Drawbacks

Although there are many advantages to having a Series LLC, there are a few drawbacks as well.

  • Because the series is so new, there are still many people (including lawyers, accountants, and bankers) who may not be well versed in what it means to have a Series LLC. It is important to do business with professionals who are familiar with this entity type.

The Series LLC legal structure has not been vigorously tested in court, therefore some legal questions related to the statute have not been answered.  However, this is likely more of a concern in other states as they begin adopting the Series LLC as a new type; the Series LLC structure originated in Delaware in 1996, so Delaware is much further along in establishing documented case law. Have questions?  Incserv can assist you with the formation process and the wording!  Let us know you’re interested in forming a Series LLC and an Incserv agent will reach out to assist you.

Sara Flanagan, Systems Analyst

 

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Rose Redman Assistant Vice President of Operations

Sitting down with Rose Redman (RR), Assistant Vice President of Operations at incorporating Services’ Dover, Delaware office.

Tell me a little bit about yourself.

RR: I had a big birthday on December 26th (50).  I married my husband Steve in November of 1995, so this year we celebrate our 25th wedding anniversary. I have two daughters – Emma who is 21 and Rachel who is 19.  Emma is a junior and Rachel is a sophomore in college; they both attend the University of Delaware. I have two dogs. I enjoy the beach, the pool, and gardening.

What’s your educational background?

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RR: I went to college for Accounting and after working in an accounting firm for a short time, I quickly learned that was not what I was cut out to do.

How long have you been in this industry?

RR: I have been in the industry for 27 years. I started with a very small family owned company (CorpAmerica) in 1993 and was the first full-time employee who was not family. I have the foundation in this industry because of that company. I grew as much as they did in the 10 years I was with them. The company was sold a couple times and after the final sale in 2002, I went to another service company before finally landing at Incorporating Services in 2011. I had great mentors along the way who shaped me into who I am today in this industry.

Describe your role as the Assistant Vice President of Operations at Incserv.

RR: My role at Incserv depends on the day, but if I were to sum it up, it would be to make sure we are doing the very best we can for our clients. That means: training employees, enhancing technology, creating resources for our customer service teams, and providing support to the teams who truly take care of our clients.

What do you want others to know about your role at Incserv?

RR: I came to Incserv as a Customer Service Representative (CSR). Having already been in management and leadership roles at other companies, I was not looking for a leadership role within Incserv; but, I wanted to help Incserv grow and hoped I could make a difference. The great thing about the upper leadership team is they recognize the strengths of their employees and match those strengths with the needs of the company. Therefore, I feel the role I am in now is the role for which I am best suited. I am able to offer training to new and existing employees as well as improve upon processes or create new processes as needed in our ever changing world.

Describe your leadership style.

RR: My leadership style is by example. I want to be a coach. I want to be there to make sure the team has the tools, equipment, and skills to get the job done. I do not want to do the job for them; I want them to learn what it takes to do the job and to excel. My expectations are the team will do whatever it takes to do right by the clients and by Incserv. Because I have done everything from front desk operations to running Fed Ex packages for final drop off to beat the 7:00 p.m. cut off back when you could drop them off at the counter, (I even drove to Wilmington several times to drop off packages and drove to Philly once to drop off Fed Ex packages to make sure they made it to a client in time) to meeting clients in person, to calling service people to work on an air conditioning unit, that’s what I expect out of the team. They will do whatever they can do and then will seek help if needed.

What is your go-to technique for increasing productivity?

RR: The one thing I have learned from one of my mentors is to put the right people in the right roles.  When someone enjoys what he/she is doing and they see the value in it, they are automatically more productive.  Also, automating processes as much as possible is helpful for productivity. The more our programs work for us, the more time we can spend actually assisting our clients, talking to them on the phone, answering their e-mails in a timely manner, and even catching up with those we know personally.

What advice would you give to new employees?

RR: Ask questions and take notes. There is a lot to know within our industry. The best thing you can do is build your resources and rely on those resources. Just when we think we have everything figured out, something changes or something new comes along. This current climate with COVID-19 is a perfect example of how we have to learn, adapt, and even improvise to remain relevant and continue to grow. Also, you are going to make mistakes, you might even make big mistakes. Own up to them, learn from them, and move forward.

What would you like Incserv clients to know? 

RR: We are a medium sized service company that has been in business for almost 50 years. Even though we have been in the business for 50 years, we are constantly looking for ways to better the experience our clients have with Incserv. We offer customization as much as possible and we always offer personalized service. The entire Incserv team values our clients. We want them to know without them, we would not be successful.  We want to be more than just a service provider; we want to be a partner. Our team is dedicated to their success.

How would your co-workers describe you?

RR: My co-workers would probably describe me as tough but fair. I hope they would say they can count on me, and they know I have their back. I recently had someone who works at Incserv say, “we are in this together.” It was a simple comment, but it was poignant because I feel this person truly heard me and know I truly mean that.

Describe three qualities all effective leaders must possessive.

RR: Just three?  Okay – Integrity, Commitment, Accountability.  There are many others that are equally important; these were the first three that came to mind.

Describe the three qualities every Incserv employee must embody?

RR: Customer Service, flexibility, and time management are the first qualities that come to mind because these are the hardest to teach. You can teach someone how to file a document on DCIS in Delaware or file new company using the DCRA online portal; however, it is almost impossible to teach someone how to talk with a client and make them feel like they are the only client who matters, or have someone on the team cover a shift for their team mate. These are just a couple of the things that are very important in our industry and especially for a company the size of Incserv. These qualities are essential for success.

In your opinion, define active listening.

RR: Listening for understanding.  Not thinking of your own feelings, a solution, or anything else while someone else is speaking. Listening with the sole purpose of understanding what the person in front of you, on a zoom meeting or on the phone, is saying.

Describe a mistake you’ve made and what you learned from it?

RR: I have made many over my 28-year career. Therefore, instead of listing one mistake, I will mention again, the best thing to do is to admit the mistake, learn how to correct it, and more than likely you will never make that mistake again.

What do you do to relieve stress?

RR: To relieve stress, I walk and sometimes I meditate.  Most times, the drive home from work is enough time to unwind. Luckily, I have a great support team at Incserv and outside of Incserv.

 

Lightning Round

Dogs or Cats?

RR: Dogs

Favorite carnival food?

RR: Funnel Cake

Climb a mountain or jump out of a plane?

RR: Jump out of plane

Polka dots or stripes? 

RR: Stripes

Who inspires you?

RR: My daughters

Fill in the blank: Taylor Swift is ____?

RR: creative

Amanda Archambault, Registered Agent Associate

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Appoint Incserv as Registered Agent – Consolidate Now! PT 2

As a continuation of part 1, we will discuss the actual process of changing registered agent to Incserv.

Did you know some states will allow a change of agent on the annual report?  This is one of the easiest ways to change registered agent to Incserv.  We can take care of filing the report and changing registered agent.

We can also submit a filing to change of agent.  We can work together to make sure you are not double paying for agent services; we can file the change to Incserv a month before your renewal cycle with your current agent.

Reach out to us today to get started – we are ready to make your job easier!  Click here to get started.

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Pt 5: UCC Searches – What is encompassed in a full Debtor Due Diligence Search?

For 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, 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.

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