Hurricane Sandy - New Jersey State Office Closures

Hurricane Alert

The New Jersey Department of Treasury, Division of Revenue remains closed today (Wednesday, October 31) due to Hurricane Sandy.

Additionally, state and local government offices/courts are closed today as well. Offices will re-open as they are able.

We will continue to update you as we hear more. Please contact your CLAS service representative at 800.952.5696 or email Christy McCullough at Christy@clasinfo.com if you have any questions or concerns.

We also sent a direct email bulletin concerning this topic on Wednesday, October 31. If you'd like to be added to our bulletin email list, please let us know at Teresa@clasinfo.com. Thank you!

Hurricane Sandy State Office Closures

Delaware, DC, Pennsylvania, New Jersey and Maryland state offices are closed today (Tuesday, October 30) due to Hurricane Sandy.

Delaware closures include the Delaware Corporation Department and the Dover office of NRAI Services. Extraordinary Condition rules are in effect for Delaware corporate document filings which require a date of October 30. The request must specify the required file date and time, and will be processed when the offices re-open for business.

We will continue to notify you as we hear more. Please contact your CLAS service representative at 800.952.5696 or email Christy at Christy@clasinfo.com if you have any questions or concerns.

Previous announcements:

Hurricane Alerts - Delaware and Pennsylvania

Hurricane Alerts for DC, Connecticut, Maryland and New Jersey

Hurricane alerts for DC, Connecticut, Maryland and New Jersey

Additional Hurricane Sandy State Closures

Additional closures for Monday, October 29, include DC, Connecticut, Maryland and New Jersey. New Jersey will also be closed Tuesday, October 30.

(Previously announced closures were for the Delaware Corporation Department, the Dover office of NRAI Services, and all Pennsylvania state offices under the governor's control.)

We will continue to notify you as we hear more. Please contact your CLAS service representative at 800.952.5696 or email Christy McCullough at Christy@clasinfo.com if you have any questions or concerns.

Hurricane Alerts - Delaware and Pennsylvania

Hurricane alert: The Delaware Corporation Department and the Dover office of NRAI Services will be closed Monday, October 29, due to Hurricane Sandy. This closure may continue through Tuesday.

Extraordinary Condition rules are in effect for Delaware corporate document filings which require a file date of October 29. The request must specify the required file date and time, and will be processed when the offices re-open for business.

Also in response to Hurricane Sandy, Pennsylvania's governor has closed all State Offices under his control for Monday, October 29. The worst of the storm is expected to hit Harrisburg starting this afternoon and continuing through tomorrow. The resumption of normal business will depend upon the power grid. Pennsylvania does not have a procedure for securing today's date on a filing that is delayed due to such emergencies.

Other offices on the East Coast may be closed as well. We will share information with you as we hear more. If you have questions or concerns, please contact your CLAS service representative at 800.952.5696 or email Christy McCullough at Christy@clasinfo.com.

Intellectual Property - U.S. Supreme Court Hearing More Cases

The concept of intellectual property (IP) is a growing concern both in traditional areas such as patents and trademarks, and in currently developing fields including biotechnology, medicine, the Internet and more. As people everywhere strive to adapt to changes driven by new technology, the U.S. Supreme Court is choosing to hear more IP cases than ever before.

According to the ABA Journal, "So far this year, the court has agreed to hear four core IP cases, amounting to 8 percent of the argument calendar." In previous years, this percentage has been noticeably smaller. "IP cases were only 10 percent of the docket 10 years ago, and 2 percent of the docket 20 years ago."

What does this mean for the public records industry? As people struggle to come to grips with these issues, we're likely to see a greater need for services related to intellectual property, including trademark ownership, copyright ownership and and patent ownership searches.

One strategy for coping with these needs is to choose a provider already experienced in these areas. CLAS is a preferred provider of these Corsearch products and services. If you'd like to learn more, please comment below, or contact us by emailing Christy@clasinfo.com. You can also call us at 1.800.952.5696.

How Can Sovereign Citizens Schemes Impact Your UCC Search Results?

The term “Sovereign citizen” refers to a political movement whose members claim that they are not subject to government authority. Members often refuse to hold social security cards or driver’s licenses and claim that they are subject only to common law or “constitutional law,” and not bound by statutory law. While no court has ever upheld these claims, adherents believe that almost all existing government is illegitimate and seek what they believe is a return to minimal government.

Disturbingly, some sovereign citizens may use their self-appointed status to justify threats, violence, theft, or fraud. Some sovereign citizens subscribe to various conspiracy theories, including one which states the U.S. Government became bankrupt and began using citizens as collateral in trade agreements with foreign governments. They believe secret bank accounts exist at the U.S. Department of the Treasury, and that these accounts can be accessed using IRS, UCC, and fraudulent financial documents.

The following PDF document contains information on:

• Possible indicators of sovereign citizen activity
• Documents used by sovereign citizens including UCC-1s, UCC-3s and apostilles, to declare that they are not subject to U.S. law and to attempt to eliminate mortgages and other debts
• Descriptions of specific fraudulent schemes associated with sovereign citizens
• Tactics used by sovereign citizens to harass, intimidate and threaten agencies and individuals.

(Because these strategies change over time, this information is not meant to be comprehensive. Other documents may be used, or these documents may be used in ways not covered here.)

Read More

President's Message - October

It has been my experience over the years that employees do their best work when they are energized, healthy and motivated. The keys to their performance seem to be their level of job satisfaction as well as their physical and mental health. As the season changes I am reminded that with shorter days, colder temperatures and radical weather swings, illness increases and energy levels decline. Add into that the stress factors of life in a world that constantly resonates with hostility, anxiety and controversy. In the past we have just assumed that absenteeism will increase and productivity will be on the decline. We had little control over any of this.

This year we anticipate a positive change.

In April we instituted a fitness program which provides an opportunity for every employee, should they choose to participate. I purchased little "gizmos" called FITBITs for the entire staff. These amazing little devices not only record the number of steps taken, as does a pedometer, but also record intensity of activity, number of stairs climbed and mileage covered. They upload the information into a private group information center at www.fitbit.com where the staff can view everyone's individual progress.

With this tool we have created competitions and prizes for everything from mileage to increased activity. I also engaged a local CrossFit company, CrossFit Envy (www.crossfitenvy.com) to provide training at lunchtime twice a week. The result is a new energy in the company, weight loss and camaraderie. And as a byproduct, we're seeing improved health habits spilling over to family members as well. I have seen a few employees accomplish amazing changes and weight loss. The encouragement of a group keeps many of us on track when alone we may have lost interest.

In today's world where I often feel powerless to change anything or improve our collective lives, I have felt extremely rewarded that my investment has paid off. In fact, each month the participation increases and the goals are higher.

CLAS Wellness Program Is a Great Fit

CrossFit Envy coach Jared Hasleton trains CLAS employees. From left: Sarah

King, Jared Hasleton, Varsik Karapetyan, Jolene Thomas and Nicole Jepsen.

Only a few months ago, Scott Warner spent most of his days seated in front of his computer. He almost always worked through his lunch hour. But these days, our MIS Administrator is 20 pounds lighter and regularly walks at least 6 miles per day.

Sound impressive? He's still in second place compared to Fran Williams, whose courier duties enable her to walk about 7 miles per day. And they both need to watch out for Varsik Karapetyan, who is catching up with 5 miles per day.

What caused these changes? Like many employers, we know that having a healthy workforce is good for business. And having a fitness program that's fun, convenient and social means more employees participate.

Just under a year old, our fitness program includes a tracker made by the San Francisco firm, Fitbit Inc., and on site lunchtime training from a local company, CrossFit Envy.

Along with the opportunity to participate in CrossFit workouts twice per week, participants can wear their Fitbit tracker throughout the day. It measures the number of steps taken, miles traveled, stairs climbed, calories burned and more. Then it uploads the information automatically to an online database. The immediate feedback the device provides has motivated our team. As Scott say, "We're taking steps for no reason. We're parking farther away."

The rewards are obvious. With an experienced team whose average tenure is 14 years, we're all aware of the benefits of exercise as we age. Additionally, being able to compare stats online makes friendly competition and company sponsored prizes possible.

The increase in morale has been noticeable. "It's always been a close group," says Susan Jones, our Executive Vice President. "But now there's more laughing and joking around. There's this friendly competitive environment, on a more personal level."

Doing Business Outside Your State of Formation

If you or your clients are going to operate outside your state of formation, you need to know about the intricacies of those states’ business entity laws or face the possibility of legal and financial risks. This means understanding foreign qualifications requirements.

What is foreign qualification?

In many cases, an entity is originally formed in one state, where it is considered “domestic.” If the entity transacts business in any other states, it needs to qualify in them. It will then be considered a “foreign” entity in those states. (A foreign qualification is not the same thing as a good standing certificate. Foreign qualification refers to the corporate filings of out-of-state corporations or LLCs that enable the company to do business in that particular state. A good standing certificate is a document affirming that a legal entity such as a corporation or partnership has complied with all of the filing requirements to be duly organized and authorized to do business in that state.)

Challengingly, each state has its own regulations and standards for determining if foreign qualification is required. And following these is necessary in order to legally transact business and have access to the courts of each state. While there are no standard rules covering all situations, some factors states may consider include whether the entity:

• Has employees in the state
• Has a real estate lease and office in the state
• Has a bank account in the state
• Has an automobile registered in the state
• Or is acting as manager of an LLC

Internet businesses engaged in interstate commerce present their own considerations, which may include whether or not their physical locations and employees are located only in the formation state. If a business has a physical location or employees on the payroll outside of its formation state, it may be doing business as a foreign entity.

How does foreign qualification work?

It is often a fairly simple process that builds upon the legal obligations a company already has in its home state. In general, a company pays a fee and files a document with the state business office that is responsible for qualifying foreign business entities. This is usually the Secretary of State’s office, although this may vary in some jurisdictions. Then once the company is qualified, they are provided with a certificate or other means of showing that they are now qualified to do business in that state. These documents usually require basic information about the company, such as:

• Legal name
• State or jurisdiction
• Date of formation
• Address of principal offices
• Names and business addresses of current directors, managers or officers
• Name and business address of in-state registered agent for service of process
• And in many states, proof of formation in the domestic state

Once qualified, the company is subject to other compliance requirements. These usually include maintaining a registered agent and filing an information report.

Consequences of failing to comply

If your company does business as a foreign entity in a state without qualification, what consequences might you face?

• You may be subject to monetary fines or to legal penalties.
• States may also collect all fees and taxes an entity would have owed if it had qualified when required to, plus interest, plus additional fines.
• In some states, individual officers or agents may also face fines.
• Your legal rights may be impacted by being prohibited from bringing a suit or proceeding in the state’s courts until you qualify (known as a “door closing” provision).

If you have questions or anything to add on this topic, please comment. Or if you prefer, you can contact your CLAS service representative or email Christy@clasinfo.com. You can also reach us at 1.800.952.5696.