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! 

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 

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.

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.

Top Five Reasons for Rejected Formation, Qualification Filings

Reduce Corporate Filing Rejections by Avoiding These Common Mistakes

Whether establishing a new business entity or expanding operations into a new state, a rejected corporate filing can be costly, not to mention frustrating. What follows is an overview of the top five reasons for rejection of formation or qualification documents.

1. Name is Not Available
A new business name must be unique. When a business formation or qualification document is submitted for filing, the filing office will check the business name against existing entities in their jurisdiction and will reject a document that lists a business name that is the same, or deceptively similar to that of an existing entity in that state.

2.    Incorrect or Outdated Form
Business filings must be submitted on the appropriate form for that state and entity type. A filing that is submitted for filing on an incorrect or outdated form will be rejected by the filing office. Keep in mind, states frequently make changes to their forms; the form you used for a previous filing may now be out of date.

3.    Supporting Documents Not Included
In most states, a foreign qualification filing must be accompanied by evidence of the entity’s formation in its home state – usually a certificate of status, though specific requirements vary by state and entity type.  A state filing office will reject a qualification filing that does not include the required supporting documents.

4. Missing or Non-Conforming Signatures
States establish rules for who may sign certain documents and what additional information must be provided about the signer. A document that is missing a required signature or does not conform to the state’s signatory requirements will be rejected by the filing office.

5. Proper Fees Not Remitted
The state will reject a document if the proper filing fees are not remitted. Keep in mind that the filing fee may be only a portion of the amount due. Some states have additional fees due at the time of filing including handling fees, prepayment of taxes, certification fees, expedited fees and more.

CLAS Information Services can help!  Trust CLAS with even your most complex business filing projects. Our highly trained staff of corporate experts can reserve your preferred business name for your exclusive use and will perform a thorough review of your document prior to submission to help guard against rejection.  To learn more about our comprehensive suite of corporate services, call CLAS at 800.952.5696.

Technology Drives New State Certification Techniques

New Trends in State Certification

Has this ever happened to you? As part of a routine due diligence investigation, you order a certified copy of an entity’s articles of incorporation. When you receive the document back from the filing office or your service provider, you cannot determine if what you are holding is a certified document or not!

This is a rather new public records dilemma. Certified documents used to be obvious and elaborate: embossed foil stamps, wax seals, full color cover sheets, hand-written signatures – these were all common marks of certification even just a few years back. We’ve come a long way. Today, many states allow requesting parties print certified documents directly from their website, and this technological advancement has driven filing offices to develop new, more subtle methods for applying certification.

Certified documents printed from a state’s website will most commonly include a black and white cover page, or a certification code that can be entered online to verify the document’s authenticity. And these new certification techniques are not limited strictly to the digital realm. In an effort to cut costs, some states are beginning to use these same methods of certification for documents they produce in house.

While these new techniques have made certification simpler and more cost effective, they can occasionally cause confusion. Some filing offices and regulatory agencies are not used to seeing documents certified in these ways and staff may not immediately recognize documents bearing these marks as originals.

If you find yourself in a situation where the authenticity of your document is being questioned, refer to the issuing agency’s website for details about their certification practices or call CLAS Information Services at 800.952.5696. Our highly trained, friendly Service Representatives are always happy to help!

Nevada to Increase Annual List and Business License Fees

Annual List, Business License Fees to Increase July 1, 2015

The Nevada Secretary of State recently issued an important notice regarding upcoming increases in certain business filing fees. The following increases will go into effect July 1, 2015:

• The fee to file an Annual or Initial List will increase by $25 for all entity types.
• The annual State Business License fee for corporations formed pursuant to Chapters 78, 78A, 78B and 80 will increase from $200 to $500. There is no change to the Business License fee for other entity types.

Any Annual or Initial List or State Business License fee due by August 31, 2015 that is received prior to July 1, 2015 will be assessed the pre-July fees.

For Annual or Initial Lists or State Business License applications, reinstatements and revivals received after July 1, 2015, Nevada will calculate amounts due based on the new fees, even if for prior years.

Click here to read the full-text notice from the Nevada Secretary of State.

Need help filing an Annual List or paying your Business License fee?  CLAS Information Services can coordinate with the state to process payment before the July 1 increases take effect. We also offer a comprehensive Annual Report Management Service to ensure you never miss a critical annual filing. Contact us today to learn more!  800.952.5696 or connect@clasinfo.com.

Changes to California Business Entity Forms for 2015

Effective January 1, 2015, the following Business Entity forms have changed:

Unless otherwise noted, prior versions of these forms will no longer be accepted for filing after December 31, 2014.

• Form LLC-10: Restated Articles of Organization. The prior version of this form will continue to be accepted for filing after December 31, 2014.
• Form LLC-11: Limited Liability Company Certificate of Correction.
• Form LLC-3: Certificate of Dissolution of a Limited Liability Company.
• Form LLC-4/7: Certificate of Cancellation of a Limited Liability Company.
• Form LLC-6: Amendment to Registration of a Foreign Limited Liability Company.
• Form LP-11: Limited Partnership Certificate of Correction.
• Form LP-6: Foreign Limited Partnership Amendment to Application for Registration.
• Form LLC-2: Amendment to Registration of a Limited Liability Partnership.
• Form LLC-1A: Articles of Organization - Conversion.
• Form LP-1A: Certificate of Limited Partnership - Conversion.
• Form GP-1A: Statement of Partnership Authority - Conversion.
• Form CONV-1A: Certificate of Conversion.
• Conversion from a California limited liability company to a California stock corporation (articles of incorporation document sample).
• Conversion from a California limited partnership to a California stock corporation (articles of incorporation document sample).
• Form RA-100: Resignation of Agent Upon Whom Process May be Served. The prior version of this form will continue to be accepted for filing after December 31, 2014.
• Form FNRC: Certificate of Cancellation of a Foreign Name Registration.

If you have questions or need new versions of these forms, please contact us.

CA SOS Eliminating 60 Different Certificates of Filing

Effective Monday, May 19, 2014, the California Secretary of State will no longer issue certificates reflecting specific filings in a business entity's history.

You may instead request a Certificate of Filing of All Documents or a certified copy of a particular filing. (A Certificate of Filing of All Documents is currently identified as a Certificate of Listing.)

This change affects you if you are requesting a Certificate of Listing or a certificate regarding a specific change such as a merger, etc. Some filing agencies require a Certificate reciting a specific change in a company's filing history (e.g., name change, conversion, etc.). California will no longer provide a Certificate reciting a single historical filing.

The new Certificate of Filing of All Documents will list all filings made for the business entity on the records of the SOS. These will be in chronological order, from the oldest filing to the newest. They will start with the initial formation, registration or conversion filing. Each listed filing will include:

1. The document type of the filing (e.g., Formation, Registration, Amendment, Merger, Conversion, Termination, Statement of Information, etc.). Note: the specific title of the document will not be listed (e.g., Articles of Incorporation, Certificate of Dissolution, Certificate of Merger, etc.)
2. The file date and the effective date of the filing.
3. The prior name of the business entity, if the filing changed the name of the business entity. Note: the entity names or entity types in a merger or conversion filing, or any other details contained within a filing, will not be listed in the new Certificate of Filing of All Documents. If you require such information, you may request a plain or certified copy of that filing.

The Secretary of State's Business Entities Records Order Form, http://www.sos.ca.gov/business/pdf/be_ircform.pdf, will be updated after the close of business on Friday, May 16, 2014. On that form, “Certificate of Filing” will be removed and “Certificate of Listing” will be changed to “Certificate of Filing of All Documents."

The fee for a Certificate of Filing of All Documents is $5.00 for each document listed.

Requests for a "Certificate of Filing" or a "Certificate of Listing" received on or after May 19, 2014, will receive the new “Certificate of Filing of All Documents.” This means service companies do not have to change their service request forms, but should understand what they will receive.

Requests for a "Certificate of Filing" of a single document received in the SOS office before May 19, 2014, will be processed/completed.

You can find additional information in the Notice of Change page of the California Secretary of State's website. You can also contact CLAS for assistance.

California Fictitious Business Name / Assumed Name filings

If you file Fictitious Business Name statements in California...

...make sure you (or your service company) are aware of the recent changes to the filing requirements. These requirements were amended by California Assembly Bill 1325, Laws of 2013, effective January 1, 2014.

Due to the wording of the amendment, actual requirements may vary in each county. You can contact us for assistance with understanding your specific requirements. In general, the following changes apply:

1. Filers must present personal I.D. in the form of a California driver's license or other government I.D. acceptable to the county clerk to adequately determine the identity of the registrant or filing agent.
2. County clerks may require registrants to sign an affidavit of identity.
3. County clerks may require filing agents to sign an affidavit of identity declaring that the registrant has authorized the agent to file on behalf of the registrant.
4. Registrants that are corporations, LLCs and LLPs must file a status certificate from the Secretary of State certifying to the existence and good standing of the registrant.

The Annual Report Challenge: Keeping Business Entities in Good Standing

What appears at first glance to be a simple matter of putting a task on your calendar can quickly grow into a time-consuming, research-intensive burden.

Failure to maintain good standing can result in financial penalties and interest, suspension, forfeiture and cancellation of your right to transact business. In addition to the three main requirements (filing annual reports with the appropriate Secretary of State, documenting corporate minutes, and having a registered agent for the receipt of service of process), you also face additional challenges you may not have considered.

• You'll need to maintain accurate records on each company within your control.
• You'll need to research all changes to reporting requirements and forms. This means keeping track of changing rules for each jurisdiction and for each business type involved.
• You'll need to keep track of due dates which vary from on jurisdiction to the next. You can't rely on the states to notify you when filings are due, since many provide no notice or provide notice only via a postcard.

If you make a mistake you'll have to start all over again. If you face a situation like California's backlog of filings, this can significantly delay your filing. Worse, if your mistake also causes you to lose your good standing status, the business name you're responsible for can be snapped up in an instant by another company. You also face contract voidability; that is, any parties to a contract can void the contract immediately when you lose your authority to conduct business.

CLAS can help you meet these challenges. We offer cost effective Annual Report Management Services to eliminate this critical and time consuming task. We can protect you by completing the necessary forms, filing the documents on your behalf, and returning proof of filing. Contact us to learn more about our Annual Report Management Services, or call us at 1.800.952.5696.

Measure AB113 Signed to Reduce CA Business Filings Backlog

This is an update to our previous post: Help For CA Secretary of State Business Registration Times

California Governor Jerry Brown has signed a measure sending $1.6 million to the California Secretary of State's office. This is intended to relieve an approximately 6-week backlog of business filings. (Read more in the Sacramento Bee's article.)

Remember, if you're trying to deal with the frustrations of business filings, CLAS Information Services can help. We interface with the state, filing and retrieving documents multiple times per day at the California Secretary of State's office. We can review your documents to help you avoid the delays caused by errors. We specialize in filing these documents and we understand the requirements in all jurisdictions throughout the country. We can also help you to keep track of future required filings so you can stay in Good Standing.

To find out more about how we can help you, give us a call at 800.952.5696 or email Christy McCullough at Christy@clasinfo.com.

Help For CA Secretary of State Business Registration Times

If you've been following the Sacramento Bee's investigation into the long wait time for business registration filings at the California Secretary of State's office, you've got a pretty good idea of how frustrating the process can be. There are so many ways submitting a filing can go wrong.

• If there's an error in your filing it will be rejected and you'll need to resubmit it. This means going back to the end of the line and paying additional fees.
• If you need to make up for lost time, you can pay the expensive expedite fee. However, expediting requires delivery by hand to the Secretary of State's office, and if your document has any other errors in it, the process starts all over again and the money you paid to expedite is gone.
• You need to keep track of filing documents on time and in each jurisdiction in which your entity will do business. If you lose track, you may fall out of "Good Standing," and penalties and fines can be assessed and contracts entered into can be invalidated. Further, if there is no service of process address on file, you face the inability to defend in lawsuits and risk the loss of your business name.

Fortunately, there is help available. CLAS Information Services is a service company for attorneys, corporations, lenders and small business owners, and we handle the process of corporate and LLC formation. We interface with the state, filing and retrieving documents multiple times per day at the California Secretary of State's office. There are many service companies similar to ours that save an applicant time and increased fees for improper filing.

What qualities should you look for in a service company? Your provider should review your documents and be knowledgeable about details that may cause them to be rejected. Look for a provider that specializes in the filings of these documents and understands the requirements in all jurisdictions throughout the country. Your provider should also help you to keep track of future required filings so you can stay in Good Standing.

When you're navigating the complexities of interfacing with the state, one of your best strategies is to seek expert help. For a low fee plus the state's fee, you'll be able to rest assured that from the initial year and every year thereafter, you can remain in Good Standing and protect your company.

If you'd like to learn more, please give us a call at 800.952.5696 or email Christy McCullough at Christy@clasinfo.com.

Planning a Merger - Do You Know Which Filings Are Required?

Do you know which filings are required for mergers? Do you have a process for keeping track of what you need to do?

You can stay up-to-date with our free white paper on  "Planning a Merger" and our Merger Filings Worksheet. Contact your service representative to request a copy.

Our "Planning a Merger" white paper will help you to understand how to organize a merger and break it down so you know what has to be done:

• Before the merger
• To effect the merger, and
• After the merger has gone into effect.

Additionally, our Merger Filings Worksheet will help you to keep your project on course by making it easy for you to identify and track the items required before, during and after the merger.

If you need assistance to file merger documents, we can help you with that too. Just call CLAS for assistance at 800.952.5696, contact us, or post a question in the comments section below.

Special Purpose Entities, Independent Directors and Contract Agency Agreements

Special Purpose Entities (SPE) are used more and more as reliable tools for securitized lending and structured finance. They allow for maintaining legal ownership of assets in a vehicle that can be separated from the bankruptcy risks of a larger organization.

An Independent Director acts in a fiduciary capacity and maintains true independence from the SPE parent and the lender. We are seeing more frequent requests for these as well as Contract Agency Agreements.

We offer full services in this area and provide:

• Full compliance with lender and rating agency requirements
• Fully qualified, experienced Independent Directors
• Formation and management services for the SPE
• Client specific tailored entity management services

Contact Sandi Larsen at Sandi@clasinfo.com or call your CLAS service representative at 800.952.5696 for assistance or to learn about our very competitive pricing.

Update to L.A. County Fictitious Business Name Filing Times*

The Los Angeles County Registrar-Recorder/County Clerk has announced that as of February 18, 2013, Fictitious Business Name statements presented for filing at the District Offices will be processed using the same procedure that took effect elsewhere April 4, 2011.

This means that effective February 18, 2013, it will no longer be possible to process same day FBN filings in L.A. County. You can expect these statements to take up to seven business days to be processed.

We will continue to keep you updated regarding any further changes. If you have questions or need assistance filing an L.A. County FBN, please contact us at Christy@clasinfo.com or call us at 1.800.952.5696.

*This post is an update to our original post, Long Wait for L.A. County FBNs, on August 8, 2012.

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.

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.

Intellectual Property Services and Products

If you deal with Company Formations, Name Changes or Assumed Names, you need to know about trademark, copyright and patent ownership searches. These services help you determine whether a name being used is clear (not in use by another entity). Without this knowledge, you risk investing time and money in branding, marketing and distributing a product, only later to receive a cease and desist letter.

Additionally, if you're involved in Mergers and Acquisitions these searches should be included in your due diligence process. They are part of establishing full discovery of all the assets and liabilities being acquired and help you to determine which brands the acquirer will be responsible for after acquisition.

These services include:

• U.S. Comprehensive searches;
• Trademark Ownership searches;
• Copyright Ownership searches; and
• Patent Ownership searches.

CLAS is now a preferred provider of these Corsearch products and services. If you'd like to learn more, please contact us by emailing Christy@clasinfo.com or by calling us at 1.800.952.5696.

Do You Need A Compliance Checkup?

Did you know that failure to file your business entity's Annual Statement of Information reports with the Secretary of State can result in loss of your good standing resulting in:

• Penalties
• Loss of business name
• Voided contracts, and
• Inability to defend yourself in a lawsuit?

We can check the status and assist in recovering your good standing if needed. Contact us at Christy@clasinfo.com or call 1.800.952.5696 and ask for a "compliance checkup!"