What If I Don’t Assign a Registered Agent for My Entity?

A business that does not select a registered agent may risk falling out of “good standing” with the state in which it is registered. Penalties can include license revocation, fines, and the inability to enter into legal contracts and/or gain access to the state court system. Also, reinstatement proceedings could include further civil penalties and possibly criminal sanctions as well. If you try to file without a registered agent your filing will be rejected which can be more costly to you. Your filing could also be rejected in the following states if you do not get consent from your registered agent and present it to the state at the time of filing:
  • Arizona
  • Colorado
  • DC
  • Florida
  • Hawaii
  • Kentucky
  • Louisiana
  • Maine
  • Maryland
  • Mississippi
  • Montana
  • Nevada
  • New Mexico
  • North Dakota
  • Utah
  • Washington
  • Wyoming
It is required by almost every state to have a registered agent for your company (exception: New York). Feel free to leave a comment if you need help finding a reputable registered agent service company.

First Corporate Solutions Releases Kansas, Montana, North Dakota, South Dakota and Nebraska for Online UCC Searching

First Corporate Solutions is pleased to announce the addition of Kansas, Montana, North Dakota, South Dakota and Nebraska UCC data and document images to our UCC library of states, available July 1st, 2015. Enjoy consistent search logic, advanced search tools, comprehensive report options, clear document images and a supporting portfolio to save and later retrieve your search reports and document images at no cost any time in the future.

Log in today to see the benefits in action!

Not an FCS online user? Schedule a demo of our UCC searching, filing and monitoring system today!

* Additional fees may apply

*Disclaimer

Can I Be My Own Registered Agent or Have a Family Member Be My Registered Agent?

The short answer to this question is Yes, but perhaps it is not the best answer. While it is usually possible in most states to legally serve as your own registered agent (or appoint a friend/family member), it is advisable to designate a third-party to perform this important role.

By having someone else responsible for the receipt of your legal and tax documents, you can have the peace of mind that someone will always be available to receive such important information. This means you can leave the office freely, go on vacation, etc., without having to worry about missing any critical tax or legal correspondence. If you or your family member happened to be out of the office or away for any extended period when your important documents were delivered and needed your attention, then you run the risk of your entity falling out of good standing in the state in which it is registered. Feel free to leave a comment if you need help finding a reputable registered agent service company.

*Disclaimer

What Does Your Registered Agent Do For You And Why Do You Need One?

If you do not reside in a state where your entity is qualified to do business, then most states require you to have a registered agent* to accept documents on your behalf. The state where your entity is registered needs to know they have a contact person for your business at all times (PO Box is not an acceptable address for registered agents).

Your registered agent is responsible for receiving important tax and legal documents, such as service of process (SOP) when a business entity is a party in a legal action like a lawsuit. Your agent also receives important mail sent by the state (annual reports or statements). Having a registered agent is very beneficial because they are required to forward all documents and notices to the corporation, which can put you at ease knowing you won’t miss something important that may need your immediate attention. A corporation or LLC that fails to name a registered agent risks losing its legal status within that state as well as incurring penalties depending on the state. Not having an agent can also have unfortunate legal ramifications if by chance your business is sued in the state where it fails to maintain a registered agent.

Make sure you don’t miss important information regarding your business and consider appointing First Corporate Solutions as your agent here.

*It is optional in New York to appoint a registered agent.

*Disclaimer

IRS Disables Online ‘Get Transcript’ Capability Due to Data Breach

In an IRS statement last updated May 27, 2015, the IRS revealed “that criminals used taxpayer-specific data acquired from non-IRS sources to gain unauthorized access to information on approximately 100,000 tax accounts through IRS’ “Get Transcript” application. This data included Social Security information, date of birth and street address.” You can read the IRS’s full statement here.

In response to this incident, the IRS has disabled its online ‘Get Transcript’ application until further notice. still acquire IRS transcripts by mail by going here and following the directions given. “You can get a transcript by mail to view your tax account transactions or line-by-line tax return information for a specific tax year. The method you used to file your return and whether you have a refund or balance due, affects your current year transcript availability. Note: If you need a photocopy of your return, you must use Form 4506. To use Get Transcript by Mail, you need your Social Security number (SSN) or your Individual Tax Identification Number (ITIN), date of birth, and address from your latest tax return.”

From the IRS website definition, a tax account transcript shows any changes either you or the IRS made to your tax return after you filed it; this transcript includes your marital status, the type of return you filed, your adjusted gross income and taxable income. A tax return transcript shows most line items from the tax return you originally filed; it also includes items from any accompanying forms and schedules you filed but it does not reflect any changes made after you filed your original return.

The different types of transcripts and a brief description of each can be found here.

Do you rely on IRS tax account transcripts? How do you retrieve them? Will this shut down affect your due diligence processes? Share your thoughts below.

*Disclaimer

Where Should You File Your UCC?

That’s a good question, and revisions to Article 9 of the Uniform Commercial Code over the years has looked to clarify the answer.

It comes down to determining the business entities’ State of Organization and the State of Residence for individuals. Revised Article 9 sets forth that UCC Financing Statements filed against business entities are to be filed in their state of organization. UCCs filed against individuals must be filed in their state of residence, as defined by their driver’s license or state issued identification. In some circumstances this may necessitate filing in a business entity’s state or organization and in an individual’s state of residence, as well as the state where the business assets are located.

*Disclaimer

Three Top Reasons Why Public Records Research is Essential for an Asset-Based Lender’s Due Diligence Process

In our continued focus on the importance of public records research to a secured party’s security interest perfection process, today we list three of the main reasons. So why is public records research essential to an Asset-based lender’s due diligence processes?

1. To determine priority before filing

A public records search uncovers pre-existing liens (like Federal and State tax liens, Judgment liens and UCCs) which can prevent the perfection of a security interest. You can learn more about it here:

2. To assure maintenance of an already perfected security interest

Periodic update searches reveal public record events of note that can potentially prime a perfected security interest, from lien filings to changes in business entity names or jurisdictions to a loss of Good Standing. You can read more about it here:

3. To determine if a client or potential debtor is in Good Standing with the state agencies. You can read more about it here.

If you are interesting in a lien monitoring solutions, feel free to contact us here and see how you can mitigate your financial risk.

*Disclaimer

Do risks to your perfected security interest end with Federal tax liens and pre-lien IRS related threats?

Account MonitoringDo risks to your perfected security interest end with Federal tax liens and pre-lien IRS related threats? The simple answer is No. Some would seem to have you believe the opposite is true, but it’s not.

For example, last week we discussed how judgment liens can prime a previously perfected security interest. If you missed that post you can check it out here. But that’s not all. In some states, State tax liens can also potentially prime a perfected security interest. Consult legal counsel for specifics state by state.

And there’s more. Non-lien related public record events can also cause a financing statement to become ineffective with a loss of perfection. For example, a debtor name change, or business structure change, or debtor relocation to a new jurisdiction, all have the ability to cause a previously perfected security interest to become ineffective.

And none of this even begins to discuss the priority effects of liens and other public records that exist prior to the filing of a secured party’s financing statement and are not IRS related.

Only a thorough due diligence search of public records can uncover and inform a secured party of the many threats that exist to perfecting a security interest and then maintain that perfection going forward. Information derived solely from interactions with the IRS is not enough.

Consider partnering with a public records company that specializes in alerting secured parties to threats to their security interests by uncovering these various threats as they appear in the public record after perfection, and also by reporting the threats that exist prior to perfection.

Information gained from the IRS, while undoubtedly critical, is not close to enough.

*Disclaimer

Did You Know a Judgment Lien Can Potentially Prime Your Perfected Security Interest?

It’s not common knowledge, common in the way everyone knows how a Federal tax lien can prime a perfected security interest. But it’s true. Check out this article from Pahl McCay’s Catherine Robertson discussing the subject.

Her final recommendation can be found at the end of her article, “we recommend you maintain a monitoring service for lien filings against your debtors.

The critical aspect here is that the monitoring recommendation is NOT just for Federal tax lien monitoring; essentially, that is not enough and more comprehensive coverage is required to address other lien types and public record events which can potentially prime your perfected security interest.

This and other critical insights were shared as the factoring world came together in New Orleans earlier this month at the annual International Factoring Association conference. There is general acknowledgment from the factoring industry of the need to monitor but with so many solutions to choose from, how does one decide? Perhaps more than one solution is best to blend the monitoring solutions, diversify the coverage, and so be able to catch more of the possible events that might prime your perfected security interest.

When choosing your monitoring coverage options, consider the following:

  • Is the monitoring service Lien-Focused Research (Federal & State Tax Liens and Judgment Liens, UCCs)?
  • Does the monitoring service utilize ONLY Direct Data Search Results from State and County Jurisdictions?
  • Does the monitoring service utilize Search Methodology that Uncovers and Reports Name Variations?
  • Is the monitoring service integrated into your lending software to maximize efficiency?
  • Does the monitoring service also include Corporate Status, Litigation and Bankruptcy Monitoring?

What monitoring coverage options do you and your underwriters utilize?Let us know and tell us why.

*Disclaimer

Why Should You Cast a Wide Net When Performing Your UCC Lien Search?

This is a question we face all the time when discussing our search methodology with customers and other interested parties. What does casting a wide net even mean in this context?

Essentially, it means performing a search so that broad based results are produced, not narrow ones. That might seem counter intuitive since secured parties are required to file their UCCs with the exact legal names of entities and individuals as debtors, but the fact is that one cannot perform a thorough lien search unless this approach is taken.

Here’s why.

Not all liens are filed under the same debtor name rules as found in the Uniform Commercial Code; Federal and State taxing agencies are not required to follow the rules found in Revised Article 9 of the Uniform Commercial Code, for example, and neither are Judgment lien filers.
Therefore, it is important to conduct your debtor name searches in a way to uncover name variations in a particular index since they do exist and they can potentially affect your perfected security interest. That’s why we always say that a general rule of thumb for good business practice in performing a UCC Lien Search is to cast a wide net.

*Disclaimer

When Searching Legal Entities in California, Do You Need to Also Search the Officers, Members and Trustees?

This is a question that comes up in the due diligence process and is an important one to consider as you fulfill your lien and corporate search requirements when qualifying new candidates for loans and also as you monitor your perfected security interests going forward. When conducting a search on a legal entity, such as a Corporation, LLC or Trust, should a search be conducted on the officers, members and/or trustees?

The answer depends on the relationship of the individual with the entity.

Generally, there is no need to search the officers, members or trustees of these legal entities. They are considered legal operating entities with the ability to conduct business on their own. However, if a business was ever operated by the officers, members or trustees as sole proprietors then a search may be warranted to uncover possible liens created against the assets by the sole proprietor. A rule of thumb to follow is to err on the side of caution and ask your seller(s) the correct fact finding questions to determine if the conditions that would warrant a search on the individuals in these instances is warranted.

*Disclaimer

Does Article 9 Recognize Secured Parties’ Choice To Alter Their Relative Priority? Is Public Notice Required?

When recently presented with these questions, we found the answers from Darrell Pierce of the law firm Dykema Gossett PLLC , reprinted below:

“Article 9 recognizes that secured parties may choose to alter their relative priority by agreement. There is no need to file notices of subordination to make them legally effective, or to maintain the perfected status of either security party. However, for the purpose of informing searchers that a party who appears to be subordinate in fact has priority and superior rights, many secured parties like to indicate that a subordination agreement is in place in the public record. There are good and valid reasons to do this, and it is usually done by adding a subordination statement in the collateral box/field or in the Miscellaneous box/field, either on a UCC1 or a UCC3. It might also be done on an information statement.

I believe that, from the filing office’s perspective, the additional information is benign; maintained as part of the financing statement but not indexed. It does not affect the searchable index or the status of the financing statement in the filing office’s information management system (to use terminology from the Model Administrative Rules).”
– Darrell Pierce, Dykema Gossett PLLC

Why would this happen? One example is a secured party with a perfected security interest who no longer desires to extend credit to a debtor but nevertheless realizes further credit is required for its debtor to fulfill its original debt obligation. Do you know any other situations for which this applies? Share it with us now, we’d love to hear from you on this.

Need to file a UCC with a secured party subordination agreement attached or included? Consider partnering with a public records company which specializes in handling your UCC filings to eliminate rejections and assure jurisdictional acceptance of your filings.

*Disclaimer

[Limited Time Offer] Free Georgia Online UCC Searches

FCS-Promo-GA-0415[Limited Time Offer] All Georgia state searches our users run on FCS online UCC searching, filing and portfolio management system through the end of April (4/30/2015) are free of charge. For existing clients, simply log in on starting Monday, April 1, 2015 to experience the benefits in action and take advantage of this opportunity.

Not an FCS online user? Claim your offer today by scheduling a demo and entering special code “GA0415″ in the comment field. Upon user registration and training, you will be able to search online Georgia searches for free until 4/30/2015.

* Additional fees may apply

UCC system demo

 

First Corporate Solutions Releases Online System Enhancements

Effective April 1, 2015, FCS registered online users will be able to experience the following system enhancements.

Perform-Filing-Number-Search-Final-Results2.

New Certified Search Option

  •  New Certified Search Request Capability
    Added to your search results screen to provide fast and efficient ordering of certified UCC searches.
  • Streamlined Ordering and Document Downloads
    Reduced number of clicks to order and download your copies.
  • New Email Option
    Added a new email option directly on the PDF viewer.

Not a FCS online user? Request an online system demo and access here.

Staying Competitive in Today’s Factoring Market

We welcome Asonia Credit Data to our blog today to discuss ways to stay competitive in today’s factoring market.

The factoring market is expanding rapidly, with an almost daily addition of new players. This steady influx of entrants has created a more competitive factoring market, with lower rates and tighter margins. Today, you have to do more with less income just to stay in the game.

Lowering Costs Is Key in a Competitive Factoring Market

Finding ways to save is a necessity to remain competitive in an era of shrinking profit margins. One way to do so is taking a thorough look at your current service providers to ensure your hard-earned dollars are being spent in the most effective way possible. When you do, consider all of the following:

  • Weigh cost vs. value – If you’re paying for services you don’t need or don’t really use, you’re not getting good value. For example, paying for 15-page credit reports when only one or two pages contain relevant information that’s usable for making credit decisions doesn’t represent a fair return on your money.
  • Comparison shop – If you don’t take the time to compare service providers on a routine basis, you may be missing out on the latest advances in technology that can significantly reduce your overhead costs. Although it’s a time-consuming hassle to vet new providers, making those inquiries could pay off in big savings.
  • Escape your comfort zone – It’s easy to fall into a familiar, comfortable routine with your service provider, especially when they’re deeply rooted in your day-to-day processes. When you’re stuck in that mindset you may be missing out on myriad opportunities to increase efficiency. If another vendor can help you streamline essential processes, you’ll cut costs and increase your profitability by making a switch.
  • Consider industry insight – Think about whether your current service provider really understands the industry. If you’re dealing with a vendor who’s entrenched in the industry, you can access invaluable intelligence that would be otherwise unattainable. An industry-smart vendor can provide alerts that give you a heads up on the latest scams, fraud schemes, and pitfalls, and those timely warnings can reduce losses and protect your bottom line.
  • Factor in customer service – If no one returns your phone calls, or you can’t get timely answers to questions or adequate training for your staff with your present service provider, you’re wasting both time and money. Cutting costs doesn’t mean settling for mediocre service. Look for an affordable vendor who’s willing to go the extra mile, such as making a phone call to a data contributor on your behalf, answering questions so you don’t keep customers waiting, or offering critical insight when you need to make a credit decision.
  • Demand accuracy – Access to transparent, dependable intelligence and high quality data is an absolute necessity for your critical day-to-day decision making, so make sure what you’re paying for is reliable, fresh and accurate.  Factors should look for services that provide for a complement of the most advanced algorithms, technologies and manual updates to scrub and verify data not weekly, not once a day, but all of the time.

At Ansonia Credit Data, we’ve developed business credit reports and credit management tools that meld cutting-edge technology with current and accurate data.

To learn how our innovative offerings can boost your productivity in today’s competitive factoring market, please contact Tinamarie Sulpizio at tsulpizio@ansoniacreditdata.com and take advantage of a free 10 day trial of our innovative business credit reports by clicking here.

*Disclaimer

Identifying Mechanic Liens for Liquor License Transfers: Why are they important?

When transferring a business with a liquor license there are a few considerations you need to be aware of in regards to lien searching. The California Alcoholic Beverage Control (ABC) can deny a liquor license transfer to a new applicant if all conditions are not met. This reality is why due diligence for liquor license transfers is so important when searching for liens against debtors, especially Mechanics Liens, even though Mechanics Liens may not always be present in State and County search results you order.

First, here’s a little background on the California Business and Professions Code (BPC). The BPC governs the transfer of all liquor licenses with or without a business. Many times the liquor license will transfer concurrently with the transfer of the business assets and the BPC usually will take precedence over the Uniform Commercial Code in these instances. The BPC lists Mechanics Liens in the fourth priority creditor position, while the UCC does not specifically list Mechanics Liens. The BPC takes priority over the UCC in this example. When using a pro rata distribution you must pay the creditors in a specific priority order from first to last. Failure to do so puts the liability on the escrow.
In that case, discovering the Mechanics Lien is crucial yet can be missed in a search. Mechanics Liens are filed at the county level, so if you (or your service provider) are conducting searches at the state level only you could be at risk of missing a Mechanics Lien. And as stated earlier, missing a lien could jeopardize the successful transfer of a liquor license.

First Corporate Solutions incorporates the requirements of the code into our search logic so there are no surprises when it comes to escrow transactions. For more information, check out additional reference materials here.

*Disclaimer

How to Manage Your Growing UCC Portfolio?

Is your UCC portfolio growing? As it grows are your UCC management processes growing with it? Can your current solutions scale up to support your success?

These are questions and challenges successful lending institutions face as they grow and expand. Solutions that made sense before are perhaps no longer optimal. Maybe UCC filing directly with the Secretary of State made sense when your portfolio was in only one state, but managing accounts and filing idiosyncrasies as your footprint expands state by state? That can be tricky and time consuming and ultimately not necessary as numerous proprietary UCC portfolio managers on the market address these issues perfectly and are designed to simplify and accurately streamline your UCC processes. They are designed to give you tools to help manage your growth and scale up with you as you succeed.

Ever missed the window for filing a UCC3 Continuation, and thus lost your perfected security interest? Today’s state of the art web based UCC portfolio managers are designed specifically to assure that does not occur and provide features that allow quick and accurate UCC3 creation and submission, freeing you up to address other important items. Do you manage your UCC portfolio in a spreadsheet? Why not explore the option that brings all of that UCC data into one portfolio manager in which you can create, submit, warehouse and manage your entire UCC process.

As hard earned effort turns into success and you begin to experience the growth you set out to accomplish, processes and operations need to grow with you to support it all. Web-based UCC portfolio managers do just that and allow you to spend your valuable time and energy on other critical items in your decision making and lending processes. If the time is right for you and your firm, set up a demo and see for yourself how they can benefit you.

*Disclaimer

County Filings Got You Down? An Experienced Service Provider Could Be The Solution.

This week we’re looking at a case study we recently encountered involving County Filings. It helps to demonstrate that even in today’s e-connected world there are still many instances for which there is no substitute for experience and the personal touch. Check it out below as told by Daniel Silverburg, our County Services Manager.

We received a request to file a UCC-1 in Riverside County, CA, and with Riverside County also being the debtor, by one of our corporate reseller clients. We always start by reviewing recordings for any obvious recording issues and in this case we found that the legal description attached to the UCC was not a clear copy and would likely be rejected.

We notified the client and they asked if the document needed legal descriptions or if addresses were sufficient. Since it is up to each county to decide what they consider a ‘sufficient’ description, I asked our searcher to show the UCC-1 to the recorder and ask if the document was acceptable with the attached legal description, and if not could we replace it with addresses and APNs instead. The recorder said that the legal description was not clear enough to record and that addresses and APNs would be acceptable. However, the supervisor that reviewed the UCC-1 said that the county would not accept a UCC with Riverside County as the debtor. The searcher asked the supervisor to explain why the document would not be accepted but did not receive a clear response, such as a statute or other reason the supervisor would not accept it. She just said no.

Once we received a clean copy of addresses & APNs to attach to the UCC, I then asked the searchers to show the document to the supervisor again and see if it would record. Once again the supervisor said she would not accept a UCC-1 with Riverside county showing as the debtor. I immediately called her while she still had the copy in hand to review with her.

I know from experience that UCC’s are often used in an attempt to cause fraud. These UCCs stand out because they are not worded like normal UCCs. For example they may reference the U.S. Constitution or list the property owner as both a debtor and secured party. I also see the long growing trend to have recording clerks be vigilant against fraud, and to be very aware of any suspicious looking documents.

Knowing that, and that there were no obvious legal reasons for the county to reject this document, I next Googled the debtor, the secured party and a few keywords in the collateral description and found a site saying that the county was leasing solar panels from Bank of America (the secured party) to be installed in 14 government centers throughout the county. Armed with that information, I called the recording supervisor back, who was holding a copy of the UCC and expecting my call, and I pointed out the collateral, the secured party and what I learned about the county leasing solar panels.

That did the trick.

Once the supervisor understood the purpose of why we were attempting to file a UCC with the county as a debtor she had no problem accepting it for recording. By understanding the specifics of the situation, and by reaching out with the personal touch, I managed to get it accepted in a two minute phone call.

*Disclaimer

Do You Know the New CFPB Regulations in California?

We welcome the California Escrow Association – Education Committee to our blog today with a discussion of the new CFPB regulations in California.

HUD announced in a bulletin dated August 26, 2014 (see link below), in response to new CFPB regulations, that the requirement for collection of “Post Pay-off Interest” on FHA loans has been removed. The change has recently become a topic of discussion because it applies to loans that are “closed” after January 21, 2015. Keep in mind the word “closed” does not mean the same thing to HUD as it does to those of us in the escrow/settlement world.

In a nutshell, the revision to interest collection applies only to loans that are originated (or “closed”) after January 21, 2015. If the loan being paid off originated (or “closed”) prior to January 21, 2015, it will be subject to interest collection for the entire month regardless of what time during the month the loan is paid off.

Bulletin link: http://portal.hud.gov/hudportal/documents/huddoc?id=SFH_FHA_INFO_14-50.pdf

Here are two examples that should help make sense of the new rule and how it will affect FHA payoffs in the future.

Scenario #1:
Borrower applies for an FHA mortgage and the loan originated in 2014. In 2015 the borrower applies for a refinance and intends to pay off the existing mortgage that was originated/closed in 2014. The existing FHA mortgage to be paid off will be subject to interest collection for the entire month regardless of what time during the month the payoff is being made. This is because the existing loan originated/closed before January 21st, 2015.

Scenario #2:
Borrower obtains an FHA mortgage and the loan is originated after January 21st, 2015. Several months after the loan was originated/closed, the borrower decides to refinance the mortgage to reduce the interest rate. Since the existing loan originated/closed after January 21st, 2015, the loan will not be subject to interest collection for the entire month.

*Disclaimer