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Jurisdictional Closures for May 2018

Pleaoffice closed, closuresse see the list below for Jurisdictional Closures for May.  Dates and information are subject to change.      

Date: Holiday: State:
 May 8th  Primary Election Day IN
 May 8th  Truman Day MO
 May 10th  Confederate Memorial Day
SC
 May 28th  Memorial 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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The Pitfalls of Mergers

businessBoth sides are at the table, you’ve done your due diligence, the deal is made and the process begins!  You prepare documents for submission to the Secretary of State in the home state; receive evidence, the dust settles and what happens?  You begin receiving annual report notices for the non-surviving entity from the states in which the business is qualified!  Someone forgot about the states in which the business is qualified.  Here are some helpful tips in completing the due diligence process from a public records perspective.

Domestic and Foreign Jurisdictions

While the initial change should, in fact, happen in the home jurisdiction first, any change to its original authority application to do business should also be evidenced in the foreign jurisdictions.   Start with making a list of the entities and the respective jurisdictions in which each is registered. Keep in mind, each jurisdiction will have its own set of requirements.  For example, a state like Arizona will only require a certified copy of the merger from the home state.  However, Louisiana will need a certificate reciting the merger from the home state to effect the merger.

Handling Other Matters!

The process becomes a little more complicated if more actions have happened as a result of the merger.   Are there states where the survivor was not registered to do business but should be?  Many states will require a two-step process for recording the merger and then registering the new company by filing a new foreign registration application.  In Florida, the Department of State will require you to withdraw the non-survivor and register the survivor.  Did the entity merge with another entity and change its name and/or entity type within the merger?  Some states may require you to file additional amendment and/or conversion documents.

Avoiding the Risks

Until you have notified the foreign registered jurisdictions, most will continue to hold the entity liable for any annual requirements.  It’s important to check report due dates to ascertain when reports are due.   If evidence of the merger is filed before the report due date, the entity may avoid having to file reports and pay additional fees.  Unfortunately, if reports are due, you will most likely have to file any reports due and pay applicable fees.  There are also some states that will charge a penalty for notifying the Secretary of State of the merger after 60 days from the date of merger.

Knowing what each state requires is half of the battle; the other part is getting it done!  Let Incserv help you make the process a little easier!  You can click on the following link to complete the order form https://incserv.com/corporate-services/corporate-filings/?v=317b9cf9fc4d. Our experienced staff members can assist from beginning to end! As always, thanks for reading!

Deirdre Davis-Washington, Assistant Vice President

This blog is meant to be informative, but is not a complete list of due diligence requirements nor is it legal advice.  Please contact an Attorney for proper professional guidance.

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Snapshot™ Overview: Navigating the Site

Our last blog discussed the best way for you to login to Snapshot™.  Today we are going to discuss the different pages within Snapshot™ after you login with your email and password.  (If you login with your DE file number and Incserv Company number, you will have access only to the Franchise Tax & Annual Reports page.)

After you login to Snapshot™, you’ll find yourself on the home page.  You can use the gray bar at the top to navigate, or you can use the icons in the middle of your screen.  (Also note you should turn off your popup blocker as some functions of our site require popups to be displayed.)

 

Snapshot™

The first item on the gray navigation bar is Alerts.  Anything important affecting your companies appears here.  If you have an alert, there will be a gold number beside the word “Alerts.”  You can see the above client account has 8 alerts.  Here you can find if we are about to resign on any of your entities due to non-payment of an invoice, or if there are any outstanding invoices you should pay, or what entities have tax deadlines approaching.

On the Orders page, you can place a new order, view orders for invoices that are in-process with Incserv (please note the amounts shown on these invoices can change – it’s best to contact the CSR assigned to that order if you have any questions about the order), and view invoices.

On the Account page, you can make changes to the client information we have on file.  You can also reset your password here.

On the Entities page, you can view a list of all of your entities, plus much more!  We’re going to address using the Entities page in our next blog in our Snapshot™ series!

On the Billing page, you can view your statement, view your payment history, and view your billing summary, including PDFs of your invoices.  You can also pay your outstanding invoices from this page.  We’ll talk about the Billing page more in depth in an upcoming blog.

On the Franchise Tax & Annual Reports page, you can file your DE annual report if you have a DE corporation, or pay your DE LLC tax if you have a DE LLC.  You can read more about the benefits of filing through Snapshot™ in our 5-part blog series that starts here.  We’ll also touch on annual report filing and our auto-file service in the third blog in our Snapshot™ series.

Finally, on the Resources page, you can view information about filing in or maintaining a company in each of the 50 states!  We’ll introduce you to more information about our Resources tab in a future blog within this series.

As always, if you have any questions, feel free to contact us, call us, or chat with us, and we’ll be happy to walk you through any part of Snapshot™ – or just wait for one of our upcoming blogs where we take a closer look at the benefits of using Snapshot™!

Sara Flanagan, Systems Analyst

 

 

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Emancipation Day – April 16th

Emancipation Day, ClosedAll District of Columbia government offices are closed on Monday, April 16th in observance of Emancipation Day.  Although our Washington, DC office will be open during regular business hours, DC specific services are limited.

The following District services will be available: UCC searches with copy retrieval, 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.

Federal Agency and Foreign Embassy services are not affected by this closing.

District offices resume normal business hours on Tuesday, April 17th.

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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Dover Office Undergoing Renovations!

Our Dover Headquarters is currently undergoing office renovations. We hope to have all renovations completed by April 10th.

During this time our Dover office will be open normal business hours (8:30 AM to 8:00 PM ET) and fully functional.  Our hope is that the remodel process will go smoothly with no inconvenience to our clients.  If you are experiencing delayed responses from our office, please bear with us.

If you have questions or concerns, please contact our office at 302.531.0855, 800.346.4646 or orders@incserv.com.

 

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Appoint Incserv as Registered Agent – Consolidate Now!

Appoint Incserv as Registered Agent – Consolidate NowAre you receiving registered agent invoices from multiple vendors?  Are you tired of remembering which one represents which company or State?  If you answered yes to both questions, allow Incserv to help!

Incserv provides registered agent services on both a domestic and international level.  Incserv will manage the process of preparing the change of agent documents and will file them in the various states to be sure the registered agent is properly updated.  Once all of the changes are made, Incserv can sync your renewal cycle – this means each of your agent invoices will generate at the same time every year.  We will make the process as simple as possible.

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

Karen Elliott, Assistant Vice President of Client Development

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Legislative Changes – March 2018

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.March

March 2018 Legislative Highlights

Idaho HB 379 was signed by the governor March 1, 2018, and relates to nonprofit corporations. The bill amends the nonprofit corporation law to require only one incorporator to sign the articles of incorporation upon formation. The bills become effective July 1, 2018. To view the entire bill: ID HB379

Indiana SB 180 was signed by the governor March 13, 2018, and relates to the Business Organization Code and Transactions Act. The bill changes the required information submitted in filings to the Secretary of State, qualification/registration of foreign entities, use of business entity names and administrative dissolution. A business entity can apply for reinstatement within 5 years after the date of dissolution or active status revocation. The bill is retroactively effective January 1, 2018. To view the entire bill: IN SB180

New Mexico SB 225 was signed by the governor March 1, 2018, and relates to the biennial report due date for corporations. Effective July 1, 2018, the biennial report for a corporation will be due the 15th day of the fourth month after the end of the corporation’s tax year. To view the entire bill: NM SB225

Tennessee SB 1942 was signed by the governor on March 16, 2018, and relates to partnerships filed pursuant to the Uniform Limited Partnership Act. The bill requires limited partnerships to be in good standing with the Department of Revenue, with all fees, taxes and penalties current, before certain filings can be executed. In addition, the bill requires additional information be provided for certain partnership filings. The bill became effective March 16, 2018. To view the entire bill: TN SB1942

Utah HB 186 was signed by the governor on March 19, 2018, and enacts the Benefit Limited Liability Company Act. The bill provides for the formation of a benefit company, addresses the termination of a benefit company, requires a benefit company to adopt a purpose of creating general public benefit, establishes standards of conduct, creates a right of action and requires a benefit company to prepare, distribute, and make public an annual benefit report. The bill becomes effective May 8, 2018. To view the entire bill: UT HB186

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

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April 2nd Deadline – DC Biennial Reports and Trade Name Renewals!

ReportsEvery two years, entities doing business in the District of Columbia (DC) are required to file biennial reports to maintain its authority to do business.   During the report filing period, you may update your principal office address, make changes to the governors of the entity (officers, directors, managers and/or members), and change your registered agent.

Additionally, if you have a trade name that will expire this year, you must renew your trade name by April 2nd to avoid cancellation.

ReportsIf the Department of Consumer & Regulatory Affairs (DCRA) does not receive your report or renewal by April 2nd, a $100 penalty will be assessed, in addition to filing fees.  After August 31st, the trade name will be cancelled and the entity will be revoked.

Don’t risk your good standing with DCRA!  Let Incserv assist with filing your report and renewing your trade name!   You can click on the link to our website to place your order https://incserv.com/franchise-taxannual-report-order-form/?v=317b9cf9fc4d.

If you have any questions or would like additional information about our compliance services, simply e-mail us at DCorders@incserv.com or call us at 202.386.7575 or 877.531.1131.  We will be happy to assist!

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Snapshot™ Overview: Logging In

Did you know we have an online client portal called Snapshot™?  It is a valuable tool our clients can use to gain information about their entities, file their annual reports, manage their payments and invoices, or review resources for each of the 50 states, and much more!  If you have a company where Incserv is the registered agent, you can use Snapshot™!

The first step to checking out our client portal is logging in.  You can visit the login page here:  https://Snapshot.incserv.com/login.aspx

There are two ways to login.  If your company is under your client account (and not, for example, your law firm’s), you want to login with your email and password on the left.  If you have been sent to Snapshot™ by your legal counsel (or someone else), you want to login using your DE file number and Incserv company number on the right.

 Snapshot™

How do you tell?  If you receive a bill from us directly every year for registered agent services, that usually means that your companies are under your client account.  If your law firm (or other company) forwards you our bill or bills you directly, then your companies are under their account.  Please note, if you login with your DE file number and Incserv company number, you can only file your DE annual report in Snapshot™.  Logging in with your username and password ensures you have full access to everything our client portal has to offer!

If you still aren’t sure, give us a call!  We can let you know if your company or companies are under your client account.  And if you have more than one company and they’re under multiple client accounts, we can condense them for you so they’re all under one client account.

If you don’t have a password, you can either give us a call or use the “Chat With Us” function on the lower right of your screen.  We can then quickly set you up with either a random password or a password of your choosing.

Check out our next Snapshot™ blog where we’ll discuss the different features of our client portal.  Also stay tuned for more posts in our Snapshot™ blog series where we’ll show you how to utilize everything to the fullest!

Sara Flanagan, Systems Analyst

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Jurisdictional Closures for April 2018

closuresPlease see the list below for Jurisdictional Closures for April.  Dates and information are subject to change.

Date: Holiday: State:
 April 16th  Emancipation Day
 DC
 April 16th  Patriots Day  ME, MA
 April 23rd  Confederate Memorial Day  AL
 April 23rd  State Holiday  GA
 April 27th  Arbor Day  NE
 April 30th  Confederate Memorial Day
 MS

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.