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Delaware House Bill 175 Passed

Delaware House Bill 175, passed on July 2nd, alters various fees assessed by the Delaware Secretary of State.  The Bill Synopsis is as follows:

“This Act alters various fees assessed by the Delaware Secretary of State. The Act provides that most changes to the fees and taxes assessed will take effect on August 1, 2017; however increases to the maximum franchise tax and the late penalty for the filing of an annual franchise tax report shall take effect for the tax year beginning January 1, 2017, and the increase of the assumed par value multiplier for calculation of the corporate franchise tax and the authorized shares multiplier for corporations with greater than 10,000 authorized shares for calculation of the corporate franchise tax shall take effect for the tax year beginning on January 1, 2018.”

Click here to read Delaware House Bill 175 in detail.

If you have any questions or need assistance with annual reports or franchise taxes, please do not hesitate to contact us.

Amanda No Comments

Legislative Changes in Washington Take Effect This Month

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.

Washington has enacted the following business entity legislation (Laws of 2017), effective July 23, 2017.  Amendments relevant to corporate services:

Senate Bill 5011

Business Corporation Act Amendments:

  • Authorizes ratification of defective corporate acts, including over-issuances of stock, with a related required filing of a Articles of Validation if the defective act that is validated required a filing to be made.
  • Authorizes parent/subsidiary mergers with a subsidiary surviving (i.e. downstream short form mergers).

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5011.PL.pdf

Senate Bill 5040

Business Organizations Code Amendments:

  • Revises contents of foreign entity status certificates issued by the Secretary of State.
  • Revises contents of business corporation Annual Reports.
  • Clarifies that the tax clearance requirement upon foreign withdrawal applies to only foreign corporations.

Partnership Law Amendment:

  • Requires LLPs to file an Annual Report instead of an Annual Notice.

The Bill may be accessed at http://lawfilesext.leg.wa.gov/biennium/2017-18/Pdf/Bills/Senate%20Passed%20Legislature/5040.PL.pdf

Gennine No Comments

Illinois Makes Changes to Limited Liability Company Act

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.

Illinois Secretary of State has issued changes to their Limited Liability Company (LLC) Law.  Effective 7/1/2017.

To read the Administrative Changes of Note issued by the Illinois Secretary of State click here:
Administrative Changes of Note to the LLC Law

To read the HB 4361 in its entirety:
http://www.ilga.gov/legislation/publicacts/99/PDF/099-0637.pdf

If you have questions or need assistance, feel free to contact us or call 800-346-4646.

Amanda No Comments

Business Law Changes in Vermont & Connecticut – Effective July 1st

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.

Please see below for details about the business law changes in Vermont and Connecticut that will take effect on July 1, 2017.

Vermont House Bill 868, Laws of 2016, effective July 1, 2017, has amended the Business Corporation Act as follows:

 

  • Authorizes domestic corporations to convert to a wide variety of domestic entities, and such domestic and foreign entity types to convert to a domestic corporation.
  • Expands the types of entities with which domestic corporations are authorized to merge.
  • Authorizes domestic corporations to domesticate to a foreign corporation, and a foreign corporation to domesticate to domestic corporation.
  • Omits specific reference to parent/subsidiary (short form) mergers.

The Bill may be accessed at:  http://legislature.vermont.gov/assets/Documents/2016/Docs/BILLS/H-0868/H-0868%20As%20Passed%20by%20Both%20House%20and%20Senate%20Official.pdf (see Sections E.1. & E.2. of the Bill)

 

Connecticut House Bill 5259, Laws of 2016, as further amended by House Bill 7311, Laws of 2017, has enacted a new LLC law, effective July 1, 2017.  The new law repeals the old law as of the effective date so the new law applies to all LLCs as of that date.  The following sets forth changes as affecting our services and materials:

 

Name

  • Expands protection of name to all entity types on record (formerly, just corporations, LLCs & LPs).
  • Removes protection of administratively dissolved entity names.
  • Provides that entity indicators (e.g. Corp.) are not to be considered by the Secretary of State as a sufficiently distinguishing element between names.
  • Does not provide for renewability of name reservations.
  • Authorizes foreign LLC name registration for renewable one-year periods.

Annual Report

  • Changes the Annual Report due date to April 1 for all LLCs (formerly, the anniversary month of formation or registration).  The State advised that filing in 2017 will proceed under the current requirement.  Accordingly, the first returns and payments to which the new requirement applies will be those due on or before April 1, 2018.

Domestic Amendment

  • Requires a domestic amendment filing where a manager or member knows that any information in the Certificate of Organization is inaccurate.

Foreign LLCs

  • Institutes mandatory foreign amendment triggering events for change of name and home state.
  • Revises post-merger filing by requiring the filing of an Application for Transfer of Registration upon merger of a registered foreign LLC into an unregistered foreign entity (formerly, withdrawal and registration of the surviving entity was required).
  • Provides for a $120 filing fee for Foreign Withdrawal (formerly, no fee).
  • Requires a Statement of Withdrawal to be filed for Foreign Withdrawal (formerly, Certificate of Cancellation).

Miscellaneous

  • Generally requires LLC filings to be signed by an authorized person (formerly, by a member or manager).
  • Authorizes delayed effective dates up to 90 days after filing except for formation and foreign registration filings.
  • Authorizes withdrawal of filings made with the Secretary of State before the filing has become effective.
  • Authorizes correction filings.
  • Revises prescribed contents of a Certificate of Organization (no purposes or statement of management) and Certificate of Registration (no purposes).
  • Revises prescribed contents of Annual Reports and status certificates issued by the Secretary of State.

The Bill can be accessed through the following the following link: https://www.cga.ct.gov/2016/ACT/pa/pdf/2016PA-00097-R00HB-05259-PA.pdf .

Amanda No Comments

Rhode Island Amends Nonprofit Corporation Law

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.

Rhode Island House Bill 5647 and Senate Bill 618, effective June 19, 2017, amend the nonprofit corporation law by substituting the supporting document to be filed upon foreign qualification from a copy of the corporation’s charter to a status certificate (e.g. Certificate of Existence).

The State advised that they will be revising their form next week to reflect the new requirement.  However, the new requirement will be enforced immediately.

The Bills may be accessed through the following links.

HB 5647: http://webserver.rilin.state.ri.us/BillText/BillText17/HouseText17/H5647Aaa.pdf

SB 618: http://webserver.rilin.state.ri.us/BillText/BillText17/SenateText17/S0618A.pdf

Gennine No Comments

New GA HB87 – Effective July 1, 2017

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.

Georgia HB87 was signed by Georgia Governor Nathan Deal on May 1, 2017. The bill authorizes the Secretary of State to provide for multiple-year registration for business entities and permits the re-domestication/conversion of foreign and domestic nonprofit corporations. The bill becomes effective July 1, 2017.

Navigate using the below link to view the entire bill: http://www.legis.ga.gov/Legislation/20172018/170630.pdf

If you have questions or need assistance, feel free to contact us or call 800-346-4646.

admin No Comments

Closed – May 30, 2016

All IncServ offices will be closed on Monday, May 30, 2016, in observance of Memorial Day and will resume normal business hours on Tuesday, May 31, 2016 at 8:30 AM (ET).

waving-flag

Have a Safe and Pleasant Holiday Weekend!

Have questions about a specific jurisdiction? IncServ posts a monthly jurisdictional closing blog. To view the full list of closures, click here.

Cullan No Comments

New Florida Law Affects Service of Process

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 its 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 Tuesday, September 27, 2016.

Florida Senate Bill 1104 was signed into law by Florida Governor Rick Scott on April 1, 2016. The bill allows a financial institution authorized by state or federal law to designate with the Department of State a place or registered agent as the sole location to receive service of process. Service of Process may be made on any officer, director or business agent of the financial institution at its principal place of business, or at any other branch, office or place of business in the state, if a financial institution has no registered agent. The bill becomes effective January 1, 2017.

Please click here to view the entire bill.

For assistance in Florida contact our office at florders@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.

Cullan No Comments

Update – NC Turnaround Times Back To Normal!

Kim Sharpe, Assistant Vice President based in our North Carolina office, shares the following update regarding the Secretary of State in North Carolina.

The Secretary of State North Carolina Corporations Division is now back to normal, with turnaround times returning to 3-5 business days for corporate filings.

UCC filing times remain unchanged.

For questions or need assistance in North Carolina, 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.

Cullan No Comments

New Things Are Happening In DC!

As you know, Washington, DC is the Capital of the United States. It’s busy and exciting! Right now there are so many new things happening in Washington, DC.

Check out our DC Special Report below!

Apostille and Notary Certificates – The DC Government has changed the look of their Apostille and Notary Certificates. They are now blue and on watermark paper. In addition, the notary certificates no longer have ribbons attaching the pages but are uniform with the Apostille certificates.

Business Licensing – DC Business Licensing has simplified its processes for obtaining a NEW general business license. We can submit an electronic request and print the licenses out same day, if approved by the division. This enables us to monitor the status of your request and be aware should the division have any questions.

Office of the Comptroller of Currency (OCC) – Every federal agency, including the OCC, quotes 20 business days for processing and most times, requests really do take this long to be returned. Our DC office now has the ability to track the progress of requests submitted to the OCC online. We will continue to pick up the original document(s) from the office. This new process is cutting the processing time down for certificates of corporate existence to 7-10 business days. All other copy retrieval requests are still running about 15-20 business days for processing but we hope the new system will continue to improve the turnaround times.

DCRA Biennial Report Deadline – All entities that were required to file its biennial report with the Department of Consumer & Regulatory Affairs (DCRA), Corporations Division this year and did not by the final due date of August 31st have now been revoked as of September 1st. However, don’t worry; if you inadvertently overlooked the deadline, you can still restore the status of your company by filing a reinstatement application and your two-year report. Incserv can assist with submitting your filings over the counter and have you back in good standing in as little as one to three days.

Hague Apostille Convention – Just a reminder, Chile, became a Hague Apostille Country as of August 30, 2016. If your documents are state-issued or have been notarized, you can now obtain an Apostille on the state level. If your document is a federally issued document, you will need to obtain your apostille from the U.S. Department of State. There is no need to go to the embassy any longer for full legalization.

For assistance in Washington, DC or to learn more about any of the above mentioned services, contact our office at dcorders@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.