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Arizona Senate Bill 1272

Arizona Senate Bill 1272Incorporating 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.

Arizona Senate Bill 1272 (2017 session), effective August 9, 2017, made various changes to the Arizona corporations law.

Procedural changes resulting from this bill include the following:

  • The Arizona Corporations Commission (“ACC”) will no longer automatically return a copy of approved documents. Instead, the ACC will only automatically return an approval letter. 
  • The ACC will continue to return copies of rejected documents along with a rejection letter.
  • The Statement of Change of Known Place of Business Address or Statutory Agent forms for corporations (domestic and foreign) and LLCs (domestic and foreign) have been revised, as the requirements for both have been somewhat simplified.
  • There is now a six-month suspension of the annual report requirements for domestic and foreign corporations that voluntarily file for dissolution or withdrawal. However, if the voluntary dissolution is not completed within that six month period, the annual report and any related fees (including any late filing penalties) will be due. The ACC has recommended that a tax clearance certificate be obtained and submitted with the dissolution or withdrawal filing to help avoid any penalty fees from accruing.
  • Foreign nonprofit corporations are no longer required to file applications for new authority when they amend their name, duration, or home jurisdiction. They can now file Articles of Amendment to Application for Authority with a certified copy of the amendment instead.
  • LLCs whose latest date to dissolve has passed can now be administratively dissolved. The ACC has advised that there are several thousand LLCs on their records that may be administratively dissolved due to this change, starting on August 9, 2017.

A copy of this bill is available here: https://apps.azleg.gov/BillStatus/GetDocumentPdf/451387

The ACC has also published a legislative update regarding this bill on their website here: http://www.azcc.gov/Divisions/Corporations/Legislative-changes-update-July-2017.pdf

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

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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.

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Can Delaware Be Dethroned?

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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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.