Check Out Our New Website and Blog!

Thank you for visiting our blog CLASNotes, Please note, this site is no longer being updated as CLAS has launched a brand new website with a fantastic integrated blog. All of the content from this site has been migrated to the new location. You can access the new blog here.

Read on to learn more!

CLAS is pleased to announce the launch of our all new, mobile-friendly website. Our company website at www.clasinfo.com now features a sleek, modern look to match our new company logo. But that's not all, the site also includes a variety of tools to make it easy for clients to communicate with CLAS, place orders, connect to jurisdictional resources and more.

New Features Include:

• Direct Links to Secretary of State Offices
• Nationwide Links to Corporate, LLC and LP Forms
• Online Order Form 
• Log In Page for CLAS InfoPro™
• Request a Project Quote Functionality
• Direct Links to Our Management Team
• Integrated Blog and Other Educational Resources

Visit us today at www.clasinfo.com!

April 2016 State Holidays and Office Closures

State Holidays and Office Closures

Please note state filing offices occasionally make last-minute changes to their holiday closing schedules. We will update this list as we become aware of any such changes.

Date	State(s)	Holiday
Friday, April 16	DC	Emancipation Day
Monday, April 18	MA, ME	Patriots Day
Monday, April 25	AL, GA, MS	Confederate Memorial Day
Friday, April 29	NE	Arbor Day

CLAS Information Services understands that your job doesn't stop just because a state filing office is closed. Our online DIY Search™ and UCC eZFILE® systems provide users with anytime, anywhere access to perform UCC and lien searches, print online images and prepare UCC filings for submission as soon as the state resumes operations. Want to learn more? Contact CLAS at 800.952.5696 or click here to request a free system demo!

Mailing of Delaware LLC, LP and GP Tax Notices Delayed

Due to the Delaware Division of Corporations' implementation of a new computer system, mailing was delayed for their 2015 tax notices for Limited Liability Companies (LLCs), Limited Partnerships (LPs) and General Partnerships (GPs). Traditionally sent at the end of February, 2015 tax notices are scheduled to be mailed the week of March 21, 2016.

Despite the late mailing of tax notices, all domestic and foreign LLCs, LPs and GPs must pay their Annual Taxes on or before June 1, 2016 to avoid penalties and a loss of good standing in the state of Delaware.

Finding it difficult to manage all of the annual compliance requirements for your entities? Sign up for Annual Report Management through CLAS! We will monitor all state requirements, track filing deadlines and prepare and submit the appropriate forms and/or fees on time, every time. 

Contact CLAS today for a free consultation 800.952.5696 | connect@clasinfo.com  

Protect Your UCC Priority with ABCs of Post-Closing Due Diligence

After funding a deal and filing a UCC Financing Statement, it's critical  to keep an eye out for post-closing events that could jeopardize your ability collect. CLAS suggests following the ABCs of post-closing due diligence to protect your priority for the life of your loan.

Always Perform a Search to Reflect

A search to reflect is a great way to catch UCC filing mistakes before it's too late. Sometimes referred to as a post-filing verification search, the value of a search to reflect is twofold. First, the search will confirm that the filing office made no errors when indexing your document and second, it will verify your lien position relative to other creditors.

Be Mindful of Changes in the Public Record

It is important to monitor for changes in the public record that could affect your position to collect. Debtor monitoring programs perform regularly scheduled UCC and/or corporate database searches and alert you to any important changes such as unauthorized terminations, new UCC or tax lien filings, changes in corporate status, mergers, name changes, etc.

Carefully Track UCC Lapse Dates

To maintain a healthy UCC portfolio you must carefully track UCC lapse dates and file timely Continuation Statements when a debtor's financial obligation extends beyond five years. It is important to manage this process meticulously, as a lapsed UCC filing ceases to be effective and can open the door for a junior creditor to move into a first-priority position.

CLAS CAN HELP! 

From easy-to-order online searches to reflect, to low-cost UCC and Corporate monitoring and automated Continuation Alerts, CLAS Information Services offers a full suite of post-closing solutions to help you preserve your priority position and minimize your risk for loss. Contact CLAS today for a free consultation! 800.952.5696 | connect@clasinfo.com

California Bill Seeks to Change Statement of Information Due Dates

In early 2015, California Assemblymember Cheryl R. Brown introduced Assembly Bill 871 (AB-871), which seeks to change the filing period for when business entities in California file their annual report, known in California as a Statement of Information. 

Currently, Statement of Information due dates are tied to the entity’s date of formation. Under existing California law, all Corporations and Limited Liability Companies must file an initial Statement of Information within 90 days after the filing of its original articles and periodic updates are due annually for corporations and biennially for limited liability companies, before the end of their anniversary month.

AB-871 proposes a switch to a fixed date model that would align California Statement of Information due dates with the federal tax filing deadlines based on entity type. AB-871 would require that:

·         All For Profit Corporations file their Statement of Information annually, by March 15

·         All Limited Liability Companies file their Statement of Information biennially, by April 15

·         All Nonprofit Corporations file their Statement of Information annually, by May 15

The bill’s author and other supporters suggest that standardizing the Statement of Information filing dates would eliminate confusion businesses face as to when Statements are due, thereby increasing compliance.

In April 2015, the Assembly Committee on Banking and Finance passed AB-871 by a vote of 11-0 and referred the bill to the Assembly Committee on Appropriations. There are no new votes scheduled for AB-871, but the California Society of Enrolled Agents (CSEA) who is sponsoring the bill indicates they expect the bill to begin moving again soon.

Do you support a switch to a fixed date filing schedule for Statements of Information in California? Leave a comment with your thoughts! 

March 2016 State Holidays and Office Closures

State Holidays and Office Closures

Please note state filing offices occasionally make last-minute changes to their holiday closing schedules. We will update this list as we become aware of any such changes.

Date	State(s)	Holiday
Monday, March 1	VT	Town Meeting Day
Thursday, March 17	MA (Suffolk County)	Evacuation Day
Friday, March 25	CT, DE, IN, KY, LA, NC, ND, NJ, NM, TN, TX	Good Friday
Friday, March 25	HI	Kuhio Day
Monday, March 28	AK	Steward's Day
Thursday, March 31	CA CLAS will be open	Cesar Chavez Day

CLAS Information Services understands that your job doesn't stop just because a state filing office is closed. Our online DIY Search™ and UCC eZFILE® systems provide users with anytime, anywhere access to perform UCC and lien searches, print online images and prepare UCC filings for submission as soon as the state resumes operations. Want to learn more? Contact CLAS at 800.952.5696 or click here to request a free system demo!

February 2016 State Holidays and Office Closures

State Holidays and Office Closures

Please note state filing offices occasionally make last-minute changes to their holiday closing schedules. We will update this list as we become aware of any such changes.

Date	State(s)	Holiday
Tuesday, February 9	LA	Mardi Gras
Friday, February 12	CT, IL, MO	Lincoln's Birthday
Monday, February 15	AK, AL, AR, AZ, CA CO, CT, DC, HI, ID IL, MA, MD, ME, MI MN, MO, MS, MT ND, NE, NH, NJ, NV NY, OH, OK, OR, PA SC, SD, TN, TX, UT VA, VT, WA, WV, WY CLAS will also be closed	President's Day

CLAS Information Services understands that your job doesn't stop just because a state filing office is closed. Our online DIY Search™ and UCC eZFILE® systems provide users with anytime, anywhere access to perform UCC and lien searches, print online images and prepare UCC filings for submission as soon as the state resumes operations. Want to learn more? Contact CLAS at 800.952.5696 or click here to request a free system demo!

Top Tax Lien Searching Questions - Answered!

Tax lien searching can be confusing. There are a lot of variables to consider and CLAS Information Services has found that our clients have questions. Here are answers to our most commonly asked questions on tax lien searching:

Why Should I Search for Tax Liens? 

Before funding a deal, it is important for a lender to know about an applicant's existing financial obligations, especially those that could represent a competing claim. Federal Tax Liens and State Tax Liens are a factor in determining priority of claims and can jeopardize a lender's ability to collect in the event of a debtor bankruptcy.

Additionally, Federal and State tax liens are nonconsensual liens, meaning there is no agreement between the lienholder and the taxpayer. In fact, a tax lien can be filed without the taxpayer even knowing about it, so a Federal and State tax lien search may be the only way for a lender to learn about a tax lien before it's too late.

Where Do I Search for Tax Liens?

A taxpayer's primary address determines in which state a tax lien would be filed, but each state independently decides what filing office(s) in their jurisdiction will administer tax lien records.

Some states elect to have tax liens filed at the state level (i.e. Secretary of State or equivalent) while others accept tax liens at a county-level filing office such as County Recorder or even at a court. In some states, the filing office further depends on whether the taxpayer is an individual or a business. 

Do Name Variations Matter in Tax Lien Searching?

When a Secured Party files a UCC Financing Statement, it must list the debtor names according to strict Uniform Commercial Code rules or the filing will be not effective to perfect its security interest.

Government agencies are not held to the same strict standard when filing tax liens. In many cases, tax liens maintain priority even if the lien lists a variation of the taxpayer's legal name - so it is important to be sure your tax lien search will report tax liens filed under similar names.

For help in ordering a tax lien search, contact CLAS Information Services today! For over 35 years, CLAS has been helping financial institutions, title companies, attorneys and others coordinate due diligence search efforts and close transactions with confidence. 800.952.5696 | connect@clasinfo.com

January 2016 State Holidays and Office Closures

State Holidays and Office Closures

Please note state filing offices occasionally make last-minute changes to their holiday closing schedules. We will update this list as we become aware of any such changes.

Date	State(s)	Holiday
Friday, January 1	All States CLAS will be closed	New Year's Day
Monday, January 18	All States CLAS will be closed	Martin Luther King Jr. Day (name varies by state)

CLAS Information Services understands that your job doesn't stop just because a state filing office is closed. Our online DIY Search™ and UCC eZFILE® systems provide users with anytime, anywhere access to perform UCC and lien searches, print online images and prepare UCC filings for submission as soon as the state resumes operations. Want to learn more? Contact Kacy Flowers at 800.952.5696 ext. 123 or connect@clasinfo.com.

Happy Holidays from CLAS!

December 2015 State Holidays and Office Closures

State Holidays and Office Closures

Please note state filing offices occasionally make last-minute changes to their holiday closing schedules. We will update this list as we become aware of any such changes.

Date	State(s)	Holiday
Wednesday, December 23	NC	Day Before Christmas Eve
Thursday, December 24	AR, DE, IL, IN, KS, KY, MI, MS, NC, ND, OK, SC, TX, VA, WI	Christmas Eve
Friday, December 25	All States CLAS will be Closed	Christmas Day
Thursday, December 31	KY, MI, MS, TN, WI	New Year's Eve

CLAS Information Services understands that your job doesn't stop just because a state filing office is closed. Our online DIY Search™ and UCC eZFILE® systems provide users with anytime, anywhere access to perform UCC and lien searches, print online images and prepare UCC filings for submission as soon as the state resumes operations. Want to learn more? Contact Kacy Flowers at 800.952.5696 ext. 123 or connect@clasinfo.com.

Happy Thanksgiving from CLAS

Thanksgiving Greetings from CLAS Information Services

From all of us at CLAS, we wish you a warm and wonderful Thanksgiving, filled with the bounties

of the season and surrounded by those you hold dear.

We extend our most sincere thanks for your loyalty and ongoing support. 

CLAS Information Services will be closed Thursday, November 26 and Friday, November 27 in honor of the Thanksgiving holiday. We will return Monday, November 30 at 7:30 a.m. PST.

A Beginner's Guide to Annual Reports Part Three: Consequences of a Missed Annual Report Filing Deadline

Successful Annual Report Management is Critical, Consequences of Delinquency Severe

CLAS hopes you have had the opportunity to read the first two installments of our Beginner's Guide to Annual Reports blog series, Part One: The Annual Report Requirement and Part Two: Filing an Annual Report. In this, our final installment, we discuss the consequences of a missed Annual Report filing deadline.

Successful Annual Report management requires meticulous calendaring and diligent monitoring of pending legislation to watch for changes to statutory filing requirements since the consequences for delinquency can be severe.

From a financial standpoint, fines and penalties may begin to accrue as soon as an Annual Report is past due. Even more damaging, an entity that fails to file its Annual Report by the due date is in jeopardy of losing its good standing status in the state. If the delinquency persists, the entity could face additional consequences including:

• Loss of exclusive rights to its business name 
• Inability to qualify to transact business in other states
• Inability to participate in a merger
• Difficulty in securing financing
• Loss of access to the state courts
• Personal liability for individuals conducting business on the entity’s behalf
• Administrative dissolution or revocation

In order to return to good standing, an entity must resolve all of its outstanding compliance deficiencies, pay all outstanding fees including any penalties and submit paperwork to request formal reinstatement. Sometimes the process can take two months or more and during that time, the entity will remain in bad standing and its business activities will be halted.

Fear not! CLAS Information Services offers a full-service Annual Report Management program. Whether you are managing one entity or one thousand, sign up for Annual Report Management with CLAS and we will monitor all state requirements and filing deadlines, prepare the appropriate forms, collect signatures where required and submit forms and fees on time, every time. To learn more about Annual Report Management, contact CLAS at 800.952.5696 or connect@clasinfo.com.

A Beginner's Guide to Annual Reports Part One: The Annual Report Requirement
A Beginner's Guide to Annual Reports Part Two: Filing an Annual Report 

Veterans Day Message from CLAS

Happy Veterans Day

Please join CLAS today in honoring our nation's veterans for their loyal service. To those who courageously gave their lives and those who bravely fight today, THANK YOU.

Although many state and local filing offices are closed today, CLAS is open from 7:30 a.m. to 5:30 p.m. PST to serve your needs. If you need assistance, please contact us at 800.952.5696 or connect@clasinfo.com

Delaware to Cease Accepting UCC Filings in Paper Format

Important Change for Delaware UCC Filings

Effective December 1, 2015, the Delaware Division of Corporations will require that all UCC filings be submitted to its office electronically; paper UCC filings submitted via mail, courier or fax will no longer be accepted for filing.

For UCC filings that are prepared and submitted through the CLAS UCC eZFILE® system:  After performing an in-depth document review, CLAS will transmit the filing to the state via xml technology.

For UCC filings that are submitted to CLAS in paper format:  We will work with our Delaware affiliate office to submit the document electronically as required by the new rule.

Please contact CLAS with any questions, or click here to schedule a free UCC eZFILE® demonstration! 800.952.5696 | connect@clasinfo.com 

A Beginner's Guide to Annual Reports Part Two: Filing an Annual Report

An Overview of What to Expect When Filing an Annual Report

In last week’s blog post, we offered a general overview of the Annual Report requirement. This week, we will discuss what to expect when filing an Annual Report.

Figuring out  how to file an Annual Report can be tricky. Most state filing offices now offer an online feature where filers can input Annual Report information directly into a web-form. Online filing is typically offered as a convenient alternative to paper filing, but some states, including Delaware, have taken it a step farther and mandated electronic filing.

In states where online filing is not available, it is critical to use the correct form specific to the state and entity type. Filing officers may reject a document that is presented for filing on an incorrect or outdated form, which could result in a missed filing deadline and delinquency for your entity. Keep in mind that the appropriate form may go by a different name. For example, in California, corporations and LLCs file a Statement of Information while in Nevada, corporations file an Annual List of Officers and Directors.

The fees for filing an Annual Report vary from state to state, as do the methods for determining amounts due. Some states charge a flat rate for filing; in these cases you can expect to pay fees ranging anywhere from $15 to $500 per entity. Other states charge according to a sliding scale or formula based on factors such as the number of authorized shares or number of members/partners, which can drive filing fees much higher.

The most challenging aspect of filing Annual Reports is keeping track of due dates, particularly if you are managing multiple entities across many jurisdictions.

The majority of states require an Annual Report, but some require filing only every other year or even less frequently. Some states assign a fixed due date for Annual Reports determined by entity type. In Delaware for example, all domestic corporations have a due date of March 31, while foreign corporations must file by June 30. Another common method adopted by filing offices is a system where the due date is based on the anniversary of when the entity formed or qualified in that state.

Need help filing an Annual Report? Contact CLAS Information Services at 800.952.5696 or connect@clasinfo.com. Our corporate filing and compliance experts are happy to assist you!

Check back next week for Part Three: Consequences of a Missed Annual Report
Read Part One: The Annual Report Requirement here.

Delaware Division of Corporations 2015 Year-End Holiday Schedule

Year-End Schedule for DE Division of Corporations

Wednesday, November, 11, 2015 - Veterans Day
Division will be CLOSED

Thursday, November 26 - Thanksgiving Day
Division will be CLOSED 

Friday, November 27,2015 - Day After Thanksgiving
Division will be CLOSED 

Friday, December 11, 2015 - Employee Recognition Lunch

Division will have ADJUSTED HOURS:

• Division will be open until 8:00 p.m. EST
• All 30-minute and 1-hour requests must be received by 6:00 p.m. EST
• All 2-hour requests must be received by 5:00 p.m. EST
• All Division personnel will be unavailable between 12:00 p.m. and 1:00 p.m. EST

Wednesday. December 23, 2015

Division will be OPEN until 10:30 p.m.

Thursday, December 24, 2015 - Christmas Eve

Division will be CLOSED

Friday, December 25, 2015 - Christmas Day

Division will be CLOSED

Thursday, December 31 - New Years Eve

Division will have ADJUSTED HOURS

• Division will be open until 8:00 p.m. EST
• All 30-minute and 1-hour requests must be received by 6:00 p.m. EST
• All 2-hour requests must be received by 5:00 p.m. EST

Thursday. January 1, 2016 - New Years Day

Division will be CLOSED

Contact CLAS Information Services for help in planning your projects to avoid potential service delays. 800.952.5696 | connect@clasinfo.com

A Beginner’s Guide to Annual Reports Part One: The Annual Report Requirement

An Overview of the Annual Report Requirement 

Once a new business entity forms, there are a number of statutory requirements the entity must satisfy in order to maintain its good standing. Specific requirements vary by state and entity type, but the most common post-formation requirement is the filing of an Annual Report.  Nearly every state requires a periodic report from an entity to confirm or update the information the entity provided at the time of formation.

This week, we begin a new blog series to share information on the Annual Report requirement, the process for filing Annual Reports and the consequences of a missed Annual Report filing deadline.

With only a few exceptions, every corporation, non-profit corporation, limited liability company (LLC), limited partnership (LP) and limited liability partnership (LLP) is required to file an Annual Report in every state where it is authorized to do business.

The primary purpose of an Annual Report is to provide the public with the information they need to locate and communicate with a business entity, so the information required is usually fairly basic: the entity’s legal name, principal office address, name and address for the entity’s Registered Agent and the name and address for officers and directors/members and managers/partners, etc.

Some states, however, use data from an Annual Report to determine the amount of franchise tax an entity owes. In these states, an entity will need to provide additional information, which may include the number of authorized shares, par value and details regarding the entity’s income and business assets.

When filing an annual report, you will want to research the state specific requirements in advance to be sure you have all of the necessary information at hand to avoid untimely or incomplete filing.

Be sure to check back next week for Part Two: How to File an Annual Report!

Need help filing an Annual Report? Contact CLAS Information Services at 800.952.5696 or connect@clasinfo.com. Our corporate filing and compliance experts are happy to assist you.

November 2015 State Holidays and Office Closures

State Holidays and Office Closures

Please note state filing offices occasionally make last-minute changes to their holiday closing schedules. We will update this list as we become aware of any such changes.

Date	State(s)	Holiday
Tuesday, November 3	IN	General Election Day
Wednesday, November 11	All States except WI CLAS will be Open	Veteran's Day
Thursday, November 26	All States CLAS will be Closed	Thanksgiving Day
Friday, November 27	AL, CA, CO, DE, FL, GA, IA, IL, IN, KS, KY, MD, ME, MI, MN, MS,  NE, NH, NC, NM, NV, OK, OR, PA,  SC, TN, TX, UT, VT, VA, WA, WV CLAS will be Closed	Day After Thanksgiving

CLAS Information Services understands that your job doesn't stop just because a state filing office is closed. Our online DIY Search™ and UCC eZFILE® systems provide users with anytime, anywhere access to perform UCC and lien searches, print online images and prepare UCC filings for submission as soon as the state resumes operations. Want to learn more? Contact Kacy Flowers at 800.952.5696 ext. 123 or connect@clasinfo.com.

A UCC Search to Reflect: What is it? Why do I need it?

A UCC Search to Reflect is a Critical Piece of the Due Diligence Process

After filing a UCC Financing Statement or Amendment, a conscientious secured party will request a search to reflect their filing.  A search to reflect is a UCC debtor search of the office where you filed a UCC document, performed after your filing posts to the index.  UCC experts and public records professionals agree that a search to reflect is a critical piece of the due diligence process.  

If you are not routinely performing a search to reflect after filing a UCC, consider the following:

A Search to Reflect Confirms Proper Indexing 

The indexing of UCC filings is still largely a manual process and errors do occur. A search to reflect will confirm how your filing is entered on the state’s searchable UCC index and reveal if the filing office committed any typographical errors when indexing your UCC filing.  Data entry errors in the debtor name are of particular concern as they can cause a filing to be difficult to locate in the public record and could put a secured party at risk.

A Search to Reflect Verifies Priority Position

Even if you performed a comprehensive pre-funding UCC search, another creditor could have filed a UCC or other lien naming your debtor after you performed your search, or a lien could have been missed on the initial search effort. A search to reflect will verify your priority position to collect, relative to other creditors who may hold a claim in the same collateral.

CLAS UCC eZFILE® users enjoy a simplified search to reflect process. Users can establish global defaults to request a search to reflect automatically with every filing. CLAS will then monitor the filing office index and initiate a search to reflect once the index date is sufficient to capture the user’s filing. Our highly skilled UCC department will also review the search and work with the state to correct any indexing errors on the client’s behalf. Not a UCC eZFILE® user? Click here to request a free system demo!