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Department of Consumer and Regulatory Affairs Closed – October 25th

ClosedE-Alert: The Department of Consumer and Regulatory Affairs (DCRA) will be closed on October 25th in order to conduct agency-wide employee training.

Our Washington, DC office will be open regular business hours to provide nationwide assistance.  However, our DC office will only be able to obtain DCRA good standing certificates. All other DCRA specific services will not be available.

The DC Recorder of Deeds, DC Notary & Authentications Office and all federal agencies and embassies will be open for business, as normal.

If you have questions or concerns, please contact our Washington, DC office at 202.386.7575, 877.531.1131 or dcorders@incserv.com.

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Incserv’s newest service: Vessel Registration Renewal Filings

VesselWe have some exciting news – we have added a new automatic vessel registration renewal filing service to our list of enhanced services!  But it’s more than just a filing service – if you have a vessel, we do everything for you to ensure you remain in compliance not only with DNREC or the Coast Guard, but we also ensure your Delaware corporation or LLC remains in compliance with the Delaware Secretary of State!

You may have recently received an invoice from us that includes these new services.  We have opted our vessel owners into our new services for their convenience.  We know our vessel clients have better things to do than to dig up the paperwork on their vessel and ensure it’s renewed in a timely fashion.  In addition, if you have a company in Delaware that is the owner of the boat, there are state requirements to be met as well to ensure the company stays compliant and in Good Standing with Delaware.  Incserv takes all the hassle of the annual maintenance requirements out of our clients’ hands and puts it directly into ours!

So what’s included?

Registered Agent Service

If you have a company with us already, you are familiar with this service.  If this service is on your invoice, Incserv is serving as the registered agent for your corporation or LLC.  We fulfill the jurisdictional requirement by acting as a physical address within the state for the purpose of receiving service of process, and we forward any received government mail or service of process to you.

This service is required if we are your registered agent.

Annual Report Filing Service (ARFS)

Our Annual Report Filing Service, called ARFS for short, is our automatic jurisdictional annual report filing or franchise tax paying service.  With this service, we monitor your company’s due dates for you and ensure the report is filed or the tax is paid on time, every time – ensuring your company stays in compliance and in good standing.  With ARFS, you will never be surprised to find your company is not compliant with the Secretary of State and quickly need to make costly payments to the State in order to return to Good Standing.

This service is an optional service.  It is also offered in all 50 states, so if you have your company qualified to do business in another state, we can add ARFS to that company as well!  Contact us if you are interested in adding this service to another of your entities!

Annual State Requirement

If you have a Delaware LLC, there is an annual tax payment due to the State each year on or before June 1st.  If you have a Delaware corporation, there is an annual report filing and franchise tax payment due to the State each year on or before March 1st.  No matter which you have, we take care of this for you!  This service goes hand in hand with ARFS – ARFS is our monitoring to ensure we file or make payment by the due date, and this service is the actual filing or payment to the State.

This service is an optional service, but it is required if you also have ARFS on your account.

Vessel Registration Renewal Service

With our Vessel Registration Renewal Service, we handle your boat registration renewals for you!  We keep track of your vessel’s filing information including hull length, hull number, vessel owner, and more, and ensure the renewal is filed in a timely fashion.  We file with both DNREC and the Coast Guard, so no matter which agency your vessel is registered with, we can handle the paperwork!

This service is an optional service.

In addition, if you have other enhanced services on your account such as electronic mail forwarding or virtual office, you will continue to receive those services.

Did you not receive an invoice and you’re interested in one or more of the above services?  Give us a call at 800-346-4646, send us an email, or chat with us on our website!

Sara Flanagan, Systems Analyst

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What is a Public Benefit Corporation (PBC)?

Public BenefitWhile most people are familiar with Corporations and LLCs, and some are familiar with the alphabet soup of other entity types (LLP, LLLC, LLLP, PLLC), the newest kid on the block is the Public Benefit Corporation (or PBC).  This new entity is catching on fast in different states, and serves to fill a unique niche in the suite of entities.

Most entities (Corporations, LLC’s, etc) are managed by Directors (or managers) who are elected by the Shareholders (or ownership).  These Shareholders entrust the Directors to act in their interests; in the past the courts have defined shareholder interest as profit maximizing – Director decisions should be purely financial decisions.  If the Directors make decisions that are not in the financial interest of the ownership, the Directors may expose themselves to legal action by the ownership.

However, in the case of a PBC (and, more recently, the Public Benefit LLC), an entity can file as a PBC and explicitly state in their operating agreement some other corporate goal, outside of simply maximizing profit.  This gives the Directors cover to make decisions that serve some “public benefit” as defined in the operating agreement, rather than only looking at profit maximization.  Patagonia is an example of a corporation that sought the PBC structure.  Patagonia long wanted support issues around social and environmental causes, but had difficulty balancing this mission with retaining a Corporate status.  In January, 2012, Patagonia became the first company in California to file as a PBC.

Fast Facts about Public Benefit Corporation:

  • Maryland was the first state to adopt the PBC Legislation in October, 2010.  Within five years of this adoption, 31 other states passed legislation created PBC (each state with its own unique variation).
  • On February 1, 2017, Laurate Education, Inc was the first Public Benefit Corporation to be public traded.   Their stated public benefit is to “produce a positive effect for society and students by offering diverse education programs both online and from campuses around the globe.”  Click for reference article from Fast Company.
  • There is a distinction between a Public Benefit Corporation (PBC) and a B Corp.  The PBC generally refers to a company organized under a states existing Public Benefit Corporation statutes.  The B Corp is a certification conferred by a third  party “B Labs” for a corporation that adheres to higher standards of serving the public good. A B Corp is not necessarily a PBC, and a PBC is not necessarily a B Corp.  Likewise, click here for a discussion from B Labs on the differences.

Josh Twilley, President

This post is for informational purposes only.  Should not be construed as legal or financial advice.  Please consult with your attorney for legal advice or accountant for tax and financial advice.

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

Diligence 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 of some type, 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.

 Lucy Rose, Project Manager, Product Research and Development

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Closure October 8th – Columbus Day

Columbus DayAll District of Columbia and Federal Government Offices will be closed on Monday, October 8th in observance of Columbus Day.

Our Washington, DC office will be open during regular business hours and will be able to provide nationwide assistance and limited services in the District.

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

The following District services will not be available: corporate filings, document retrievals, business license services, UCC filings, apostilles and notary certifications.

Most Foreign Embassies will be closed. However, for those Embassies that are open we will be able to provide service.

District offices will resume normal business hours on Tuesday, October 9th.

If you have questions or concerns, please contact our Washington, DC office at 202.386.7575, 877.531.1131 or dcorders@incserv.com.

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The Roads You Should Take: Deciphering Registered Agent Fees and Annual Franchise Tax Destinations

RoadAs the poet Robert Frost said, “two roads diverged in a wood, and I- I took the one less traveled by…” navigating where important documents should be filed/sent can be a difficult journey (Frost 1916). Sometimes, paths cross causing confusion and frustration. Other times, we become so comfortable with one road, we forget there are scenic routes. It is my hope that this article can be a map to help direct you on your journey.

One question we frequently receive is, “Doesn’t my registered agent fee cover the cost of my Annual Franchise Tax?” For instance, when filing your personal taxes, the accountant’s fees differs from the taxes owed to the state. The Annual Renewal Registered Agent fee is simply the cost for Incorporating Services, Ltd. (Incserv) to act as your registered agent in your incorporated or qualified states and runs at a rate of $120 per entity, per appointment. As with most registered agent companies, Incserv’s registered agent services renew annually, and the payment’s destination is the registered agent.

Although you receive the Delaware Annual Franchise Tax Notice from your registered agent, as we are required to forward them to the current address we have on file, the fee is owed to the state of Delaware. Furthermore, clients should follow their compass to ensure taxes are paid in a timely manner. Incserv does not have the authority to accept payments as the Delaware Secretary of State, issue refunds, or waive late fees/penalties; these requests must go directly to the state of Delaware.

Incserv does have a portal called Snapshot in which you can file your Annual Report and pay your Annual Franchise Tax for an additional fee. As an added bonus, Snapshot will save your Annual Report information from year to year so filing the report is efficient and won’t leave you wandering in the woods. Should you wish to use our portal, an invoice will be generated apart from the annual renewal invoice for registered agent services. If you would rather have Incserv captain your ship, we have a service called Annual Report Filing Service (ARFS) in which we file the annual report for you and bill for the services. Please contact Incserv for more information about these services.

Unlike Frost’s poem, choosing to venture down one road is not as effective when traversing the Registered Agent versus Delaware Secretary of State terrain. In this case, both paths need to be walked to ensure success in keeping your entity in compliance not only with your registered agent but also with the Secretary of State. For more information on our services, please call (800) 346-4646 or email info@incserv.com and one of our representatives will assist you.

Amanda Archambault, Registered Agent Associate

Frost, Robert (1916). Road Not Taken. The Poetry Foundation. Retrieved on 11 September 2018 from https://www.poetryfoundation.org/poems/44272/the-road-not-taken

 

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Jurisdictional Closures for October 2018

Pclosureslease see the list below for Jurisdictional Closures for October.  Dates and information are subject to change.  

Date: Holiday: State:
Oct 8th  Columbus Day

AL, AZ, CO, CT, DC, GA, ID, IL, IN, ME, MD, MA, MN, MO, MT, NE, NJ, NM, NY, OH, PA, RI, TN, UT, VA

Oct 18th  Alaska Day  AK
Oct 26th  Nevada Day  NV

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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The Perplexing World of Uniform Commercial Code Demystified! Pt 4: UCC Filings – The Importance of Performing a Search to Reflect

SearchFor the fourth installment in our series on The Perplexing World of Uniform Commercial Code Demystified, we’d like to talk about the Importance of Performing a Search to Reflect after filing your UCC1 Financing Statement or UCC3 Amendment.

Despite your best efforts in preparing your UCC1 or UCC3 to perfection, the filing jurisdiction could very easily make a typo causing the filing to be mis-indexed when recording it into their database.  Why is this a problem for a Secured Party?  Just a small typo can make all the difference when searching for outstanding liens against the Debtor Name.  As a potential new Lender (Secured Party), an existing lien may not be reported.  As the existing Secured Party, your “first in line” position may not be reported even though your Financing Statement was on record before anyone else’s.  How about an Amendment or Assignment?  Was it filed against the proper UCC1?  Were all the Secured Parties recorded?  Was the Assignment done as a Partial or Full? Are you concerned yet?

So how do you ensure a typo was not made causing your filing to be mis-indexed?  Each time you file a UCC1 or a UCC3 with changes, request a Search to Reflect upon Thru Date Reached.  If an indexing error occurred, it can be found right away and corrected, rather than down the road when it’s potentially too late.

You can file a UCC and request a Search to Reflect nationwide with us today by sending us your filing and 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 Due Diligence Searches!

Lucy Rose, Project Manager, Product Research and Development

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The Quarterly Users Meeting – Part II

PartThis is the second part of a two part blog.  Read the first part here, where I discuss increased state involvement in the small commercial registered agent community.

Each quarter, the State of Delaware holds a meeting between the administrators at the Division of Corporations and online agents (the Users of state services).  Through these meetings, agents learn about changes on the horizon with the State, and the State learns about issues agents face in delivering services to the legal community.  When we discuss the “Delaware Advantage” in corporate law, these meetings are a part of what helps set Delaware apart from other states.

Legislative Changes:  Sustainability and Transparency Standards Act

Many new legislative changes were reviewed.  One that I found particularly interesting was HB 310, the Certification of Adoption of Sustainability and Transparency Standards Act.  This Act provides a means to allow entities to file documents with the state related to their efforts of Sustainability and Transparency.  In this way, a good corporate citizen may want to file documents with the state to certify their corporate citizenship.  The state will launch a searchable database for these filings on October 1, available to agents and to the public in general later in the summer.

Legislative Changes:  Updates to LLC Law

There were quite a few changes to Delaware LLC Law which take into effect on August 1.  An excellent summary article can be found here (thanks to Richards Layton and Finger for writing, and also thanks to Harvard Law School for publishing).  There are three important changes associated with this act:

  • Allows for an LLC to be split. Careful as this can multiply costs of filing and maintenance.
  • Allows for the creation of a Public Benefit LLC (similar to Public Benefit Corporations).
  • Allows for the creation of registered series LLCs, which seeks to improve some of the series LLC laws.

Josh Twilley, President

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The ever changing corporate world!

Ever

Statutes, Administrative Rules, Processes and Procedures are ever evolving.  It is our job as a premier service provider to make sure we are staying “in the know”!

Incserv staff takes pride in working with internal and external sources to ensure we are staying in front of the changes which potentially affect us and our clients.  It is even part of our company goals to complete a designated amount of training hours each year.

Our involvement in organizations, such as NPRRA (National Public Records Retrievers Association) NCAPA (National Capital Area Paralegal Association), Central Delaware Chamber of Commerce, and the Delaware Paralegal Association ensure we are receiving industry wide information and staying true to industry standards.  Also, our business relationships with Attorneys and other service companies have allowed us to coordinate training sessions with them to broaden our service offerings and knowledge of services we already provide.

As an online registered agent, we maintain a close relationship with the Delaware Secretary of State and this has allowed us to attend Quarterly meetings which are comprised of the Deputy Secretary of State, department heads from the Division of Corporations, other employees from the division, representatives from the agent community and even the Secretary of State attends.  It is a meeting the state hosts to provide updates from each department and any statute changes which have been approved and will take place.  In addition to these quarterly meetings, there is a yearly Strategic Planning Conference where information is shared, training sessions are offered and guest speakers talk about how our industry impacts the state and even the rest of the country/world.  We have also participated in Training sessions, the state has offered on a quarterly basis.  This only strengthens our knowledge of the state database and administrative rules so we can better service our clients.

When you reach out to your Customer Service Representative at Incserv, you can trust they have continued their education and make it a priority to understand the corporate statute in Delaware and other states in order to provide the best customer service available.

Rose Redman, Quality Assurance and Employee Development Manager