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  

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! 

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 

PA Bureau of Corporations Experiencing Technical Difficulties

Technical Difficulties Impacting Customer Service Levels

The Pennsylvania State Bureau of Corporations recently underwent a computer system upgrade. Since the upgrade, the Bureau has experienced significant technical difficulties that are impacting customer service levels and turnaround times.

Due to data quality concerns, the state is not issuing certified UCC searches at this time. CLAS is happy to perform an unofficial UCC search for you, but please note, the index date for unofficial searches will remain August 5, 2015, until the state has resolved its technical issues.

Processing times have also slowed for business filing requests, document retrievals and UCC filings.

For more information or to discuss anticipated turnaround for an upcoming Pennsylvania project, please contact CLAS at 800.952.5696 or connect@clasinfo.com.

Delaware Early Hours and Cut-Off Times Extended

Delaware Early Hours and Cut-Off Times Extended Through 09/25

The Delaware Division of Corporations announced today that their shortened work hours of 8 a.m. - 5 p.m. EDT will continue through Friday, September 25, 2015, to allow for overnight maintenance and troubleshooting of their recently upgraded computer system.

Reminder: All 1 hour, 2 hour and same day service requests must be received by 1 p.m. EDT; all other submissions are due by 5 p.m. EDT.

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

Delaware Division of Corporations to Close for System Upgrade

Division of Corporations Will Be Closed September 4-8, 2015

The Delaware Division of Corporations recently announced that it is completing a major upgrade to its computer platform, the first comprehensive rewrite of the Division's imaging, workflow and data systems since 1989.

To facilitate the upgrade, the Division of Corporations will close at 4:30 p.m. Eastern on Thursday, September 3, 2015 and is scheduled to reopen for business at 8:00 a.m. Eastern on Tuesday, September 8, 2015.

Click here to read full-text notice from the Delaware Division of Corporations. 

PLEASE NOTE: During the closure, no business entity filings, UCC filings, document retrievals or UCC searches can be completed. CLAS recommends submitting your service requests before 12:00 p.m. Eastern, 9:00 a.m. Pacific on Thursday, September 3 to ensure timely processing.

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

New Jersey to Require E-filing for UCCs as of July 1, 2015

New Jersey Issues UCC Special Announcement

Earlier this week, the New Jersey Division of Revenue and Enterprise Services (DORES) announced that they have adopted a rule requiring all UCC filings to be submitted to their office electronically beginning July 1, 2015, unless the submitter has been granted a hardship exemption.

Those who wish to request an electronic filing exemption must submit a request in writing to:

UCC Filing Officer
New Jersey Division of Revenue and Enterprise Services

33 West State Street, 5^th Floor
Trenton, NJ 08608

You can read the full text of the DORES Special Announcement here.

The CLAS Information Services UCC eZFILE™ system offers E-filing in every state that accepts UCCs electronically. That’s over 40 filing offices nationwide! As an added benefit, every document submitted through UCC eZFILE is reviewed by one of our highly trained UCC experts to catch potential filing errors, reduce rejected filing and save you money. Call CLAS today at 800.952.5696 ext. 123 to schedule a free system demonstration!

Changes Affecting Non-Real Estate UCC Searches in Georgia

Recent changes affecting searching for UCC filings in Georgia

Unlike other states, Georgia has no central filing office such as the Secretary of State for filing UCCs. Instead, non-real estate UCCs are submitted to an individual county. The county Clerk assigns a file number, then transmits the UCC information and an image to the Georgia Clerk’s Authority, which then indexes the UCC in a statewide database and makes the image available.

Until recently, subsequent UCC-3 filings had to be filed in the same county as the original UCC. That is no longer a requirement. Now it is legal to file subsequent UCCs in any of Georgia’s 159 counties. This means that while it is possible to search a single county in Georgia for UCC filings, doing so can result in omissions in what is reported. Fortunately, CLAS always performs a search of the Statewide UCC database for Georgia UCC Searches. (One exception to this is in the case of conducting a search after filing, if you are doing so to ensure that it has been filed correctly.)

Information about non-real estate UCC searches in Georgia originally appeared in our February 2015 newsletter. To stay up-to-date on UCCs, you can subscribe to receive our newsletter, which is issued every other month. If you have questions about searching for UCCs in Georgia or elsewhere, please contact your CLAS Service Representative.

Delaware & Other Offices Closed Due to Winter Storm Thor

Weather alert for the following jurisdictions...

Jurisdictions that will be closing today due to weather include:

• Delaware*
• Washington, D.C.
• Arkansas
• New Jersey
• West Virginia
• Mississippi

*For Delaware, the Extraordinary Condition Rules will be in place for all business entity filings which require today's file date.

This means the document must be presented for filing within 2 business days of the end of the Extraordinary Condition. The file date and time MUST be requested when the document is presented for filing. A Written Waiver will be issued by the Secretary of State's office and attached to the document as part of the official record.

For Emergency Filings requiring confirmation of filing today, a $2,500 special processing fee will be charged by the Division of Corporations. Processing will depend on all necessary technology functioning properly, and the filing will be processed as quickly as possible.

We will post further updates as needed. You can also stay current by following CLAS on Facebook and Twitter.

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.

New California UCC Forms as of July 1, 2014

California requires new UCC forms as of July 1, 2014

As of July 1, 2014, the California Secretary of State's office will no longer accept older versions of the UCC forms. Instead they will require the latest forms, which have the revision date 04/20/2011.

If you are a UCC eZFILE® user, the new forms will automatically be available to you. UCC eZFILE® does the work of keeping track of forms for you.

Missouri Secretary of State 5-Day System Outage

Missouri SOS System Outage
5 pm Tuesday, June 17, 2014 -
8 am Monday,  June 23, 2014

Due to system maintenance, the Business Services Division of the Missouri Secretary of State's office will be unavailable from 5 pm Tuesday, June 17, through 8 am Monday, June 23. All division offices of the Business Services Division will remain open during this period.

The following services will NOT be available:

- Business information searches
- Filing of documents
- Obtaining certified copies of good standing
- UCC services
- Certifications

However, Service of Process will remain available.

For a complete list of the services that will be unavailable and for further details, you can visit the Missouri Secretary of State website: http://www.sos.mo.gov/business/corporations/unavailable.asp.

Please note that filings/documents will be date stamped and processing them will begin on June 23. Any such documents will be stamped with the date they were received by the Division. If you need any assistance, 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.

Secretary of State Offices Weather Alerts

Closures in Delaware, Connecticut, District of Columbia, Georgia, North Carolina, Pennsylvania, South Carolina, and Virginia

Jurisdictions that will be closed Thursday, February 13, 2014, due to weather include: the Delaware Division of Corporations; Washington D.C. federal and government offices; and the Connecticut, Georgia, North Carolina, Pennsylvania, South Carolina, and Virginia SOS offices.

For Delaware, the Extraordinary Condition Rules will be in place for all business entity filings which require today's file date.

This means the document must be presented for filing within 2 business days of the end of the Extraordinary Condition. The file date and time MUST be requested when the document is presented for filing. A Written Waiver will be issued by the Secretary of State's office and attached to the document as part of the official record.

For Emergency Filings requiring confirmation of filing today, a $2,500 special processing fee will be charged by the Division of Corporations. Processing will depend on all necessary technology functioning properly, and the filing will be processed as quickly as possible.

If you need help with filings in any of these jurisdictions, just contact your CLAS service representative at 800.952.5696 with your questions or concerns. We'll be glad to help!

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.

Delaware Division of Corporations closed today

Due to inclement weather in Delaware, the Division of Corporations will be closed today, January 3, 2014.

The Extraordinary Condition Rules shall be in place for all business filings which require today's file date.

This means the document must be presented for filing within 2 business days of the end of the Extraordinary Condition. The file date and time MUST be requested when the document is presented for filing. A Written Waiver will be issued by the Secretary of State's office and attached to the document as part of the official record.

For Emergency Filings requiring confirmation of filing today, a $2,500 special processing fee will be charged by the Division of Corporations. Processing will depend on all necessary technology functioning properly, and the filing will be processed as quickly as possible.

If you need help with your Delaware filing, please contact us. We'll be glad to assist you.

UCC Article 9 for California

California passes 2010 UCC Article 9 Amendments, effective July 1, 2014.

Assembly Bill 502, containing the 2010 Amendments to UCC Revised Article 9, has been signed by California governor Jerry Brown. The effective date of the bill will be July 1, 2014. Instead of choosing Alternative A or B from the model act, California will have a non-uniform rule for the sufficiency of individual debtor names.

For California, the financing statement will be sufficient only if it provides the individual name of the debtor or the surname and first personal name of the debtor. This is similar to Alternative B. However, It does not include the driver's license variation.

WA State Budget - Good News for UCCs

Washington State's UCC Department is scheduled to open as usual

This is an update to our previous post, Budget Issues May Close WA State UCC Department.

Washington State's UCC Department faced a temporary closure starting July 1, 2013, due to the state's unresolved budget issues. Fortunately, the House and Senate were able to reach a handshake agreement on an operating budget, averting this possibility.

If you have any questions about Washington UCC filings or searches, please let us know.

Budget Issues May Close WA State UCC Department

Washington State faces possible closures due to unresolved budget issues.

The Washington State Legislature has been unable to come to an agreement on their state's budget. As a result, many Washington State workers have been notified that they may be temporarily laid off as of July 1, 2013. If this happens, the UCC Department will be closed.

As an additional challenge, Washington's UCC online system will be unavailable on Friday, June 28, for implementation of the 2010 Amendments to RA9. Paper filings and UCC searches will still be possible on that day, but electronic filings, certified searches and some copy retrievals will NOT be available.

If you need UCC services in Washington, you may want to take care of them today in order to avoid these issues. If you need help or have questions, please contact your CLAS service representative at 800.952.5696 or email Amanda at Amanda@clasinfo.com.

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.