Gennine Cooper No Comments

Election Day & Veterans Day Holiday Closures

On Tuesday, November 3, 2020 and Wednesday, November 11, 2020, most jurisdictions will be closed in observance of Election Day & Veterans Day.  However, all Incserv offices will be available both days between the hours of 8:30 am – 5:00 pm (ET) to provide you with services that are obtainable.

Incserv has electronic access to many jurisdictions and is able to perform electronic searches, filings and document retrievals, as such access allows.

If you have questions pertaining to what services are available in a specific jurisdiction or if you anticipate special needs between 5:00 pm and 8:00 pm (ET) on these days, please contact Incserv in advance so a Client Services Representative may work with you to ensure your needs are met.

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

 

Election Day Incserv color logo

Gennine Cooper No Comments

Columbus Day Closure – Oct 12th

All District of Columbia and Federal Government Offices will be closed on Monday, October 12th 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, good standings, 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.

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

Columbus Day Incserv color logo
Gennine Cooper No Comments

Independent Manager Series – Pt Two

I need an Independent Manager, now what?

In the first part of the series I outline what the Independent Manager is, and what role they play with the LLC.  In this part of the series, I outline how a typical engagement proceeds.  Working with Incserv as an Independent Manager is easy.

      1.)  Initial Reach Out

Establishing an Independent Manager relationship is easy! – But it is an iterative process.  Before the engagement starts, we will need a copy of the Operating Agreement so we can learn what your needs and expectations are for the Independent Manager.  Clarifying questions or follow ups may fall out of this document.

      2.)  Complete an Engagement Contract

Once it is determined that we can assist with your needs, we will send an Engagement Contract.  This is a separate agreement that outlines each party’s role with respect to the relationship.

      3.)  Sign the Necessary Documents

Once the Engagement Contract and Operating Agreement are agreed upon, all parties sign the documents!  We will require a set of signed documents for our records, and we are complete.

We can move QUICKLY!  It is important to make us aware of any deadlines so we can make sure your expectations are met.  While engagements can usually be processed in hours, if the operating agreement is complex or if you need multiple managers, we may need additional time for document review.  It’s always best to reach out as soon as you are aware you will need a manager so we can begin the iterative process!

If you would like to learn more about the process, or are ready to hire an Independent Manager, you can reach out to us info@incserv.com.  We look forward to hearing from you!

Josh Twilley, President

Independent Manager Incserv color logo

Gennine Cooper No Comments

Independent Manager Series – Pt One

Is an Independent Manager right for you?

With real estate markets heating up, there has been a growing number of requests for Independent Manager services.  This post outlines what this service is, and the next post in the series outlines how a typical Independent Manager engagement works.

An Independent Manager is one type of “Independent Representation” engagement that we offer – the others being Independent Director (in the case of a Corporate entity type), Springing Member (which is a dormant member/manager/director who is called into action if certain conditions are met), and Special Member (a broad term for an independent member whose role is defined in the operating agreement).  The Independent Manager refers specifically to a manager for an LLC.

What is an Independent Manager?

An Independent Manager is a manager of an LLC who is independent of the owner/operators of the LLC, and has no financial relationship with the LLC.  The operating agreement typically outlines the roles and responsibilities of the independent manager, which is usually very narrow in scope.  The independent manager is NOT an active manager of the entity, but generally sits in the background until needed.

Why would an entity require an Independent Manager?

The Independent Manager is generally a lender driven request – a bank or financier would require an Independent Manager to sit on the board and operate in the interest of the lender.  This interest is outlined in the operating agreement, but generally it is to prevent the LLC from going insolvent or declaring bankruptcy.  This is an added protection for the lender to make sure their investment is secure.

Are there other uses for an Independent Manager?

From time to time we receive requests for Independent Managers to be the sole manager of the entity – generally to keep the true owner hidden.  There are many risks associated with this type of engagement, and we will NOT contract for these purposes.

If you have any questions about the Independent Manager, feel free to email us at info@incserv.com!

Josh Twilley, President

Independent Manager Incserv color logo

Gennine Cooper No Comments

Pt 9: UCC Searches – Multiple Debtors, Multiple Jurisdiction Searches

For our final installment in our series on The Perplexing World of Uniform Commercial Code Demystified, we’ll outline What is Needed for a Multiple Debtor, Multiple Jurisdiction Search.

Per our last post, you know Incserv has you covered for the large UCC projects.  However, how do you prepare to send it to Incserv?  What does Incserv need from you to ensure that when the go-button is pushed, you don’t have to worry about a delay?  Don’t fret, we’ve got you covered there too…Here is the information we need to process your large UCC requests.  These can come in the body of an email, or, more commonly, as an Excel spreadsheet.

  • Debtor Names:
    • Companies
      • Full names, including corporate endings
      • Possible DBA names
      • Previous names
    • Individuals
      • Full legal names including middle initial
  • Jurisdictions; States:
    •  Companies
      • Domestic State of Incorporation
      • Principal Place of Business (optional)
    • Individuals
      • State of residency
      • Prior State(s) of residency (optional)
  • Jurisdictions; Counties:
    • Companies
      • Domestic State of Incorporation Office Location County or Registered Agent County
      • Principal Place of Business County and State (optional)
    • Individuals
      • State of residency County and State
      • Prior State(s) of residency County and State (optional)

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 hope you’ve enjoyed this series!

 

Debtor Incserv color logo

Gennine Cooper No Comments

The Labor Day Holiday!

Happy Labor Day!  For most people, Labor Day is the ultimate long weekend – it’s the end of summer and the beginning of fall, celebrated by many by heading to the beach, enjoying family BBQs, or spend time relaxing by the pool.  It is a weekend of celebrations, which is appropriate because Labor Day itself is a celebration of the achievements of the American workers and the contributions they have made to the prosperity of our country.

Here are a few facts about Labor Day:

  • The first Labor Day occurred on Tuesday, September 5, 1882 in New York City, planned by the Central Labor Union.
  • Oregon was the first state to make Labor Day a holiday in 1887.
  • It was established nationwide as a holiday in 1894.
  • The eight-hour workday was established in 1916.

However you choose to celebrate the end of summer on this Labor Day, take a minute to thank yourself and all of the hard-working Americans who helped to build this nation – past, present, and future.

 

Labor  Incserv color logo

Gennine Cooper No Comments

Pt 8: UCC Searches – Multiple Debtors, Multiple Jurisdiction Searches

For the eighth installment in our series on The Perplexing World of Uniform Commercial Code Demystified, we’d like to talk about large project style requests or Multiple Debtors, Multiple Jurisdiction Searches… We Can Handle It!

There you are, losing sleep over that massive closing coming up.  You require Debtor Due Diligence on Multiple Debtor companies and individuals, in Multiple Jurisdiction locations.  Maybe you even need Certified Copies of Charter Documents or Certificates of Good Standing.  You need them all in a few days and to be delivered in a nice neat package.  What do you do?  Who do you turn to?

We Can Handle It!  Rest assured – Incserv can help!  Whether you are preparing in advance and need Charter Documents now with Good Standings the day of closing, or perhaps a Bring-Down Letter, we can handle it!  Whether you have one debtor name and jurisdiction or forty, we can handle it!  Our results coversheets come with all due diligence searches whether certified or plain, whether clear or records and copies returned, We Can Handle It!  So, sleep tight and give us a call in the morning.

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!

 

Searches Incserv color logo

Gennine Cooper No Comments

Chinese Embassy Legalizations Are Possible! …but only as an emergency.

Most embassies remain closed to the legalization process, but China has adopted some procedures to allow legalizations to proceed, but only as an emergency!  Send us an email at dcorders@incserv.com for help.  This blog outlines the steps we have learned to complete this process.  Note that this process is subject to change without warning.

1)  Submission of preliminary form. A preliminary form (or template) must be sent to the embassy, outlining details of the legalization and explanation for why an emergency exception should be granted.

2)  Preliminary acceptance or rejection of emergency explanation.  If the preliminary form is accepted, the embassy will schedule an appointment to drop off the necessary documents, generally on a Friday one or two weeks after acceptance.  If the preliminary form is not accepted, the embassy may offer an explanation and allow the applicant to update the form.

3)  Drop off and pickup of legalized document.  Documents must be delivered to the embassy at the scheduled drop off time, and document pickup is generally a week after drop off.  Wait time for dropping off and retrieving documents are each between one and three hours.

4)  Official acceptance (fingers crossed).  Only at the time of document pickup will the embassy inform the submitting agent if the documents are accepted.  If the documents are accepted, payment is made at the time of pickup.  If the document is NOT accepted, submitter will have to wait until the embassy is accepting routine legalizations.  Pickup of completed documents can take anywhere from one to three hours.

As of the time of this blog (8/19/20), the process takes at least two weeks and total wait times in the embassy can be anywhere from two to six hours.  The process can be time consuming and very expensive.

In spite of the difficulty in the process, we have had success in ushering documents through this process.  If you need an emergency legalization in China — reach out to us at dcorders@incserv.com.

emergency Incserv color logo

Gennine Cooper No Comments

PT 7: UCC Searches – What is needed to perform a search?

For the seventh installment in our series on The Perplexing World of Uniform Commercial Code Demystified, we’d like to talk about What is needed to perform a search?

As we’ve learned throughout this series, a Debtor can be an Organization (Corporation, Limited Liability Company, etc.) either Domestic to the U.S. or an International company, or it can be an Individual.  Much like part 2 of this series, which indicated how a debtor should be listed on a UCC filing, the searching should match.  However, the States have some fail-safes to catch small idiosyncrasies such as ignoring noise words like “a” or “of” and corporate indicators such as “Inc.” and “LLC” in an attempt to return as accurate a result as possible while accounting for possible human error.  Therefore:

If the debtor is an organization, the target search name should match the last filed public record as filed with the Secretary of State where the entity is formed.  For instance, if the corporation is filed under the name: “ABC Services, Inc.” it should be searched as such.   If the organization filed for a name change*, the UCC-1 should be updated to reflect the change in the debtor name, via a UCC-3 Amendment.  However, it’s possible that it was not and thus an additional target search name of the previous public record name should also be requested.

If the debtor is an individual, the target search name should match the individual’s unexpired driver’s license or ID card or (if no ID is available), their first and last name.  For instance, if the driver’s license or ID card lists the person’s name as Joseph Jackson Smith, the UCC should be found under this name.  However, it’s possible it was filed only under the first and last name and thus, most State systems will only allow searching by first and last.  The middle name or initial will allow the end user (yourself or counsel) to determine which results belong to your Debtor.

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!

*to enhance your Due Diligence Search, ask Incserv to perform a public record search on previous names of the Organization prior to searching for UCCs as well a Good Standing Certificate to complete your closing documents.

search Incserv color logo