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Law Change Affects Conversions in NC

Law Change Affects Conversions in NC

 

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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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Can Delaware Be Dethroned?

Can Delaware Be Dethroned?

delaware

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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Jurisdictional Closures for September 2016

Jurisdictional Closures for September 2016

Please see the list below for this month’s jurisdictional closings. Dates and information are subject to change.

Date:                      Holiday:           State:
September 5th       Labor Day         All national, state and local offices are closed

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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Delays in Louisiana

Delays in Louisiana

louisiana

Rose Redman from our Delaware office received a phone call from our primary correspondent in Louisiana. The state of Louisiana is still reeling from the recent flooding. As a result, this is impacting routine business for many of the State offices, Parishes and Courts. Please note the following:

  • Many of our correspondents are open for business but are short-handed because their employees are not able to get to work as a result of the flooding.
  • The state Corporations Divisions is currently closed with no estimated time of when they will re-open.
  • The State building is operating with a skeleton crew for election qualifying since there is an election in November.  The doors are open, but there is no corporate/UCC work being processed.  Since the doors are open, our correspondents will submit requests so they are in the queue when the offices open back up.
  • If you have any requests currently at the state, the processing times are going to be very delayed.  We will update the blog as we find out more.
  • The state expedite is only $30; you may wish to pay this statutory fee to receive expedited handling once the office opens and returns to processing at full capacity.
  • Our correspondents will search in any Parish that is open and can be reached. However, many Courts are closed so processing times for UCC searches will be impacted.
  • The Sheriff’s office is open, but much of the staff can’t get into the office impacting how Service of Process is managed.

Our thoughts are with the people of Louisiana.

Feel free to contact us for more information.

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Three New Countries to Join the Hague Apostille Convention

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

New AZ Senate Bill Makes Several Changes

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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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DE Amends Current UCC Law

DE Amends Current UCC Law

delaware

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.

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.

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Nevada Commerce Tax

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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Jurisdictional Closures for August 2016

Jurisdictional Closures for August 2016

Please see the list below for this month’s jurisdictional closings. Dates and information are subject to change.

jurisdictional-closures-for-august-2-2016

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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Planned Downtime 7.23.16

Planned Downtime 7.23.16

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On Saturday, July 23, 2016, we will be performing routine maintenance and system enhancements on our website between 8:00 PM ET and 9:00 PM ET our main site will be unavailable.

However, during this planned downtime you may still access our client portal, Snapshot™. Please be sure to bookmark the direct link to Snapshot™ (www.snapshot.incserv.com) prior to Saturday.

Should you experience any difficulty, you can email us at info@incserv.com and someone will respond to you shortly.

Have a great weekend!