Processing Times for Delaware Division of Corporations

The Delaware Division of Corporations is experiencing a record high volume of submissions of priority filings this year. As is customary, service requests are being processed in order of priority requested. Below are the current year-end processing times, updated by the Delaware Corporation Department December 21, 2012:

Corporate
1-Hour, 2-Hour, Same Day: Current
Next Day: Backlogged to December 19
Must Approval: Backlogged to December 17
Regular Approval: Backlogged to December 16
Routine: Backlogged to November 16

UCC
Same Day: Current
Next Day: Current
Must Approval: Backlogged to December 20
Regular Approval: Backlogged to December 17
Routine: Backlogged to December 10

Reminder
All Delaware corporations terminating existence in 2012 (i.e., dissolution, merger, conversion, transfer) must file 2012 DE Franchise Tax Report. If the document contains a 2013 effective date, the 2013 DE Franchise Tax Report must also be filed.

See also: Delaware Division of Corporations Year-End Holiday Hours

If you have questions or concerns, please let us know in the comments below, or give us a call at 800.952.5696. We’ll be glad to help.

New Legal Requirements for 2013 for California Business Entity Filings

Effective January 1, 2013, new legal requirements apply to business entity documents filed with the California Secretary of State's office.

If you have any questions or concerns about these new requirements, we'll be glad to help. You can call your service representative at 800.952.5696, email Christy McCullough at Christy@clasinfo.com, or share in the comments below.

Entity and Agent Addresses

• All formation/registration documents must include the business entity street address and mailing address.
• All foreign corporation and foreign limited liability company registration documents must include the street address of the principal business office address in California, if one exists.
• All documents listing an individual person as an agent for service of process must include the agent's California street address. All corporate agents filing a certificate pursuant to California Corporations Code section 1505 must include the California street address where process may be served on the 1505 filing. A post office box address for an agent of service of process will not be accepted on any document.

Future File Date Requests

• All future file date requests for corporation and limited liability company documents must be included within the document submitted or as an attachment to be made part of the filed document.
• Corporation and limited liability company documents received before January 1, 2013, with a future file date on or after January 1, 2013, must comply with the entity and agent addresses requirement listed above. This information may be included in an attachment as part of the filed document.

Copy Requests

• The Secretary of State will no longer endorse and certify customer-provided copies. However, a customer who submits documents with a filing fee of $25.00 or more will receive one (1) uncertified copy of the documents for free and, at the time of filing, the free copy may be certified for a $5.00 certification fee. Customers requesting additional copies will be charged $1.00 for the first page and $0.50 for each additional page. Each certified copy requires an additional $5.00 certification fee.
• Note: while domestic stock and foreign corporations are required to pay a total of $25.00 when filing the required Statement of Information, the total fees include a $20.00 filing fee and a $5.00 disclosure fee. Therefore, customers requesting copies of a Statement of Information (corporation or limited liability company) must include the copy fees described above.

We also sent a direct email bulletin concerning this topic on Wednesday, December 19, 2012.

Delaware Division of Corporations Year-End Holiday Hours

Holiday Hours for the Delaware Division of Corporations:

Monday, December 24, 2012 (Christmas Eve)

• Delaware Division of Corporations is OPEN until 4:30 p.m.
• All 30 Minute and One Hour requests must be received by 2:30 p.m.
• All Two Hour requests must be received by 2:00 p.m.
• Same Day and Must Approval requests must be received by 1:00 p.m.

Tuesday, December 25, 2012 (Christmas Day)

• Delaware Division of Corporations is CLOSED.

Monday, December 31, 2012 (New Year's Eve)

• Delaware Division of Corporations is OPEN until 8:00 p.m.
• All 30 Minute and One Hour requests must be received by 6:00 p.m.
• All Two Hour requests must be received by 5:00 p.m.
• All other cut-off times remain unchanged.

Tuesday, January 1, 2013 (New Year's Day)

• Delaware Division of Corporations is CLOSED.

Note: Documents may not be filed and copies may not be retrieved when the Division of Corporations is closed. Documents may be filed prior to any state holiday with the holiday as the effective date, or they may be prepositioned to receive the date of the holiday as the file date with processing the next business day, for a $1,000 special handling fee. Prepositioning is mandatory and at least 24-hours advance notice is requested.

If you have questions or need assistance, please contact us or call us at 800.952.5696.

CISADA Section 104(e): Counter Terrorist Financing Requirements

The Comprehensive Iran Sanctions, Accountability, and Divestment Act (CISADA), signed into law on July 1, 2010, expanded U.S. sanctions against Iran. A major focus of the measure is to deter transactions that assist the nuclear proliferation efforts of the Iranian government. Rules issued under CISADA may require U.S. banks to identify foreign banks that are facilitating illegal activity with Iran.

CISADA Section 104(e) concerns regulations that require domestic financial institutions maintaining a correspondent account or payable-through account in the U.S. for a foreign financial institution (FFI) to: (a) audit the FFI; or (b) report on transactions or financial services; or (c) certify that the FFI is not knowingly engaged in prohibited activities; or (d) establish due diligence policies, procedures, and controls. U.S. banks need to understand the CISADA’s requirements and comply with them.

For a more detailed explanation of CISADA Section 104(e), take a look at Corporate Compliance Insight’s informative article, CISADA Section 104(e): A Glance Into the Final Rule's Counter Terrorist Financing Requirements and Challenges for U.S. Financial Institutions.

CLAS Holiday Hours

CLAS will be closed for Christmas and New Year's Day.

CLAS will be closed on Tuesday, December 25, 2012, and on Tuesday, January 1, 2012. We’ll return on Wednesday, December 26, 2012, and on Wednesday, January 2, 2012. Please contact us if you need to plan ahead for your year-end needs.

You can contact your service representative at 800.952.5696 or email Christy McCullough at Christy@clasinfo.com if you have questions or need assistance.

We wish you and your loved ones a safe and happy holiday!

Law Firms Struggling to Attract Business

In the news...

According to the ABA Journal, "More law firms are quoting suicidal prices for legal work just to get the business."

As greater numbers of firms offer lower fees in order to generate business, the result could be more law firm failures. Since law firms need to pay their partners regularly, losing money for even one year can have a profound impact on their ability to stay in business.

Pressures causing firms to offer reduced fees include a difficult economy and excess capacity in the legal industry. And the problem appears to affect all segments of the legal industry.

You can read more in the ABA Journal's article. And if you have an opinion, please share with us in the comments section below.


U.S. Virgin Islands: Registered Agent, Good Standings, Corporate and UCC Searches, and More

The United States Virgin Islands consist of the four main islands of St. Thomas, St. John, St. Croix, Water Island and many other minor islands. Services available in the U.S. Virgin Islands include:

• Certificates of Good Standing
• Verbal Good Standings
• Corporate Searches
• Credit Reports
• Forming New Companies (including Registered Agent)
• Registered Agent ONLY
• UCC Retrievals / Searches
• Certified Copies of Charter Documents
• Plain Copies of Charter Documents
• Business License Renewals

If you need assistance with any of these or if you have questions about services not listed here, CLAS can help. Just call your CLAS service representative at 800.952.5696, contact us or post a comment below. We'll be glad to help.