Why Does Your Company Have to File an Annual Report Every Year and What Happens if You Don’t File?

The Secretary of State requires each company organized or incorporated within a State to file an Annual Report as a means of keeping the Secretary of State updated with registered agents, addresses, officers, directors, members and managers. The fee and due dates for these Annual Reports vary from state to state but all states require you to file on an annual basis. If nothing has changed most states will have a box at the top of the form or box on the online filing which indicates that no change has occurred with your entity.

It is especially important to make necessary changes to addresses and registered agents on the Annual Report so that the Secretary of State may notify your company of issues surrounding any filing and/or the filing of any lawsuit naming your company as a party which has been served upon the Secretary of State on your company’s behalf.  If the Secretary of State cannot find your company because the address has not been updated, you run the risk of not knowing that such a lawsuit has been filed.

Also, if you do not file the Annual Report in a timely manner, the Secretary of State can administratively dissolve your company.  If your company is administratively dissolved, your company is no longer in good standing with the State, though it may still be sued.  If your company is no longer in good standing, company business may be slowed because potential creditors or buyers may refuse to do business with a company that is not in good standing. If an administrative dissolution does occur, you must file the delinquent Annual Report(s) as well as an Application to reinstate with the Secretary of State, which carries a filing fee as well. Most states will also require a late fee to be paid along with the delinquent Annual Report(s).

*Disclaimer

Important Notice: Delaware Secretary of State Division of Corporations Office To Return to 8am – 8pm EST Operating Hours This Week 9/28-10/2

This week, the Delaware Division of Corporations will return to operating hours of 8am EST to 8pm EST Monday through Friday, September 28 through October 2. Cut-off times for Expedited Services will be adjusted as follows: 30 minute and 1hour expedited requests must be submitted by 6pm and 2 hour expedited requests must be submitted by 5pm.  All other priority submissions will revert back to normal cut off times.

If you have any questions, please feel free to contact First Corporate Solutions at 800.406.1577.

Who is responsible for filing a UCC Financing Statement; the Secured Party or the Filing Officer?

This week we answer another common UCC question from our readers – 

Question: Who is responsible for filing a UCC Financing Statement; the Secured Party or the Filing Officer?

Answer: The Secured Party.

According to The Uniform Commercial Code, the filing officer’s duties are to be strictly administrative in nature. When filing UCC’s, please always keep in mind that it is not up to the filing officer to verify any of the information on the document; the burden for getting the information right falls to the secured party. Many UCC filers operate under the misapprehension that the filing officer will catch their mistakes and reject a document that threatens to leave them unperfected. One simple proactive solution secured parties can implement is to follow up their UCC Financing Statement filings with searches to reflect that those filings were indeed accurately recorded and indexed in the public record.

Do you have a questions related to UCC? Leave us a comment below with you question and we will try to answer it!

*Disclaimer

 

Important Notice: Delaware Secretary of State Division of Corporations Office To Maintain 8am – 5pm EST Operating Hours Next Week 9/21-9/25

As was the case the past two weeks, next week the Delaware Division of Corporations will continue to maintain operating hours of 8am EST to 5pm EST Monday through Friday, September 21 through September 25. This will allow for overnight maintenance and troubleshooting after the major computer system overhaul they implemented over Labor Day Weekend.

If you have any questions, please feel free to contact First Corporate Solutions at 800.406.1577.

– Your First Corporate Solutions Team

Tips for ‘Reading’ Your UCC Search Report

Are UCC searches and results a part of your process? Here are 3 tips to reading the UCC search reports you receive.

  1. Review Search Parameters –  Review that the proper name was searched free of spelling errors, the search was performed in the correct filing office and that all requested lien types were included in the search effort.
  2. Note the Index Date – A UCC search should list an index date to inform you of how current the lien information is.
  3. Examine the Results – You will need to examine the search results carefully to determine if an existing claim would jeopardize your ability to collect on debts, taking into account the filing date, collateral and status of any items listed on your search report.

Have any tips of your own you’d like to share? We’d love to hear from you!

*Disclaimer

Important Notice: Delaware Secretary of State Division of Corporations Office To Maintain 8am – 5pm EST Operating Hours Next Week

As was the case this week, next week the Delaware Division of Corporations will continue to maintain operating hours of 8am EST to 5pm EST Monday through Friday, September 14 through September 18. This will allow for overnight maintenance and troubleshooting after the major computer system overhaul they implemented over Labor Day Weekend.

If you have any questions, please feel free to contact First Corporate Solutions at 800.406.1577.

– Your First Corporate Solutions Team

Searching for UCCs and Tax Liens? Try Using Search Systems With Broad Based Search Logic

Today we dip into our past to revisit a key and popular topic here at the ficoso blog:  the importance of broad based UCC and lien searching. Give it a read and share your thoughts and experiences below.

Broad Based UCC and Lien Name Searching: What is it? Why is it Important?

Various options exist to fulfill UCC and lien search requirements. Certified searches come directly from the filing office, state direct database searches are available on a state’s website, and proprietary search systems run by private service companies are another popular option. A while back, First Corporate Solutions published a blog series on evaluating state search options where we discussed the benefits and drawbacks of each of these search sources.

In the post titled, “Evaluating State UCC Search Options Series # 5: Benefits of a Proprietary Database Search” among other things we note that one primary benefit of using a private search system is its use of broad based search logic. So what is that?

What is broad based name searching?

Search systems that use broad based name searching offer flexible search logic designed to produce broad based search results that capture name variations. As opposed to the strict, exact name search logic used to generate a certified search at the filing office, broad based name searching refers to features such as wildcard characters and truncated search strings specifically created to produce a more inclusive search result.

Why is broad based name searching important?

The main reason is that it helps searchers locate filings under similar names. Locating filings under similar names and identifying name variations is critical, especially when it comes to finding state and federal tax liens. When tax liens are mixed in with UCC records at a filing office, they can be difficult to locate; the strict debtor naming standards that a secured party is held to do not apply to those filing tax liens. A tax lien is often considered active and enforceable even if it is not filed under the taxpayer’s exact legal name as defined for voluntary lien holders in the Uniform Commercial Code. An exact name search cannot reveal tax liens filed under a name variation; only a broad based search solution can locate a tax lien under a name variation.

Another great benefit of using search systems that employ broad based search logic is that they help reduce search costs by allowing searchers to combine associated names of interest onto a single search report rather than paying separately for each. For example, imagine a search for a prospect named Robert McDonald. Using a search system’s wildcard feature, a searcher can draw results for McDonald, Mc Donald, MacDonald and Mac Donald as well as Robert, Rob, Bob, Bobby, Robbie and more all onto a single search report.

*Disclaimer

[Updated] Delaware Secretary of State Division of Corporations Office To Be Closed for Computer System Upgrade

September 3rd to September 8th

The Delaware Secretary of State will close on Thursday, September 3rd at 4:30 pm EST, will be closed on Friday, September 4th and will not reopen until Tuesday, September 8th at 8:00 am EST due to the new DCIS system (ICIS) being implemented.

  • Thursday, September 3rd – All priority services will be discontinued at 12:00 pm EST.
  • Thursday, September 3rd – No filings or searches can be processed after 4:30 pm EST.

September 8th to September 11th

  • The Delaware Secretary of State will only be open from 8:00 am to 5:00 pm EST from Tuesday, September 8th through Friday, September 11th.
  • One Hour, Two Hour, and Same Day filings must be submitted to FCS by 11:30 am EST.
  • No searches or certificates can be obtained after 5:00 pm EST. Although filings can be submitted until 5:00 pm EST, filings that need to be dated with the submission day’s date must be submitted to FCS no later than 2:30 pm EST.
  • No file dates will be secure after the planned closure at 5:00 pm EST on each of these days.

The upgrade to its imaging, workflow and data systems will allow enhanced services and products and be its first major overhaul since 1989. You can read what is posted on the Delaware Secretary of State’s website regarding the computer system conversion here. If you have any questions, please feel free to contact us at 800.406.1577.

The Rise Of Merchant Cash Advancers

The Merchant Cash Advance market continues to rise and this week we take a closer look at it.

A merchant cash advance started as lump sum payments to businesses in exchange for a percentage of future credit card/debit card transactions. It’s a way for businesses to gain cash quickly while also structuring a relatively short-term payment plan. Businesses which perhaps met some difficulties accessing capital in the traditional avenues afforded businesses began flocking to this method as the events of 2008 and their aftermath unfolded to help fuel this development. One view of the industry’s advantages to businesses is explored here.

As the industry has evolved, the question of regulations to oversee the transactions has cropped up, and there are various opinions. One perspective on this, among other things, is shared here by Sean Murray, the founder of deBanked and a 9-year veteran of the merchant cash advance industry.

Also, some legal concerns have been brought up and are discussed here by Andrew Hayner, an attorney with Jaffe, Raitt, Heuer & Weiss, P.C.  . Of the key concerns Mr. Hayner notes, the key ones revolve around the length of the contract the structuring of the deal to make sure it is done as a purchase and not a loan. As Mr. Hayner writes, “The most important legal concern for MCA businesses is structuring the transaction as a sale rather than a loan.”

 What do you know about the rise of the Merchant Cash Advance industry? Please share your thoughts and insights below.

 

3 Tips for Avoiding Rejection of Articles of Incorporation

In most states, filing articles of incorporation (or organization) is a simple process —document filers fill out a form, collect a signature and send the document off to be filed. Corporate filings get rejected often, however, and it is usually for errors that are easy to catch. Here are three easy tips to help guard against rejection of your business formation filings.

Check Name Availability
A new business must have a unique name. If your chosen name is the same or deceptively similar to an existing entity, the state filing office will reject your document. To assist you in choosing a unique name, most states will allow you to check the availability of the name you wish to use prior to submitting your paperwork. Then, if the name is available, you can reserve it for your exclusive use. Please refer to our previous blog post, “Why Reserve your Business Name?” for more information on name reservations.

Aim to Meet the Minimum Requirements
Another best practice is to aim to satisfy the minimum requirements for filing formation documents without elaborating or providing additional information. In some cases, providing too much information can be a cause for rejection. For example, while some states require officer and director information to be included in the articles, others will reject for its inclusion on the basis that the proper way to communicate officers and directors is on the statement of information or annual report form.

Follow Conventional Standards
If the state provides a fillable form for the type of document your need to file, read the instructions carefully. For some filing types, however, there are no special forms; some require filers to create their own formation document according to certain specifications. If this is the case, look to the state’s website for a sample of a drafted document. Don’t get too creative here. Whenever possible, draft your document using the same verbiage as the sample as many states have required statements that must be included verbatim to avoid rejection.

First Corporate Solutions customers work with a designated Account Manager with expertise in the filing of business entity documents. Our filing experts can provide you with the appropriate form or sample document and offer guidance on subsequent filing requirements.

*Disclaimer

[Important] Delaware SOS Website To Be Closed For Major Conversion

The Delaware Secretary of State will close on Thursday, September 3rd at 4:30 pm and will not reopen until Tuesday, September 8th due to the new DCIS system (ICIS) being implemented.  The upgrade to its imaging, workflow and data systems will allow enhanced services and products and be its first major overhaul since 1989. You can read what is posted on the Delaware Secretary of State’s website regarding the computer system conversion here.

All priority filings must be submitted to the Secretary of State by noon on Thursday, September 3rd.   Any corporate filing submitted after that time can receive a back file date which will be considered as an extraordinary event by the Secretary of State.

Important Update:

The Delaware Secretary of State  will close at 5:00 pm from Tuesday, September 8th through Friday, September 11th.  One Hour, Two Hour, and Same Day filings must be submitted to FCS by 11:30 am EST.  No searches or certificates can be obtained after 5:00 pm EST. Although filings can be submitted until 5:00 pm EST, filings that need to be dated with the submission day’s date must be submitted to FCS no later than 2:30 pm EST.  No file dates will be secure after the planned closure at 5:00 pm EST on each of these days.

The First Corporate Solutions Delaware branch office will be open those days except for Labor Day, Monday, September 7th.   Please feel free to contact the Delaware branch at 800.406.1577 with any questions.

*Disclaimer

Tax Liens & UCCs Often Maintained In Separate Indexes

Depending on the specific state where you are conducting your lien search, tax lien records can often be maintained in separate indexes from UCCs. Sometimes these separate indexes can be found within the Secretary of States themselves, like in Illinois where the SOS maintains a separate index for UCCs and a separate index for Federal tax liens; searching only the UCC index will not reveal Federal tax liens of record.

Other times these separate indexes can be found in other filing offices like the county recorder or the courts. In these instances, and they are not uncommon, a search for only UCCs at the SOS will not reveal tax liens of record.

To uncover all the lien types that could affect your security interest, be sure to search in all of the appropriate filing offices based on each state’s filing criteria.

Consider partnering with a public records research company like First Corporate Solutions to assist your lien searching efforts and perfect your security interests successfully.

*Disclaimer

 

Interpleader: What Is It And Why Is It An Effective Remedy In An Escrow Holder’s Arsenal? – Part II

This week we introduce guest blogger and attorney Shelley Gould from the Law Offices of David B. Bloom. She delves into what an interpleader action is and how escrow officers can utilize this tool and why. Today’s post is the second and final part of the article.

BENEFITS OF FILING AN INTERPLEADER ACTION

There are multiple benefits to instituting an interpleader action. Many times escrow hasn’t closed and the Escrow holder is faced with parties in dispute and occasionally an allegation is made that the Escrow holder hasn’t performed his/her duties. Escrow can deposit the escrow funds into Court and obtain a discharge and release from further liability in connection with the escrow account and the parties. The purpose is to give Escrow protection and limit litigation expenses.

Once an interpleader action is filed, any claims the parties believe they have as to Escrow, cannot be pled as a cross complaint and must be brought as a separate action. Conner v. Bank of Bakersfield (1920) 183 Cal.199, 203

Escrow owes no duty to resolve a dispute between buyer, seller and broker as to the ownership of the deposited money in lieu of filing an interpleader action. Interpleader prevents the stakeholder [Escrow] from being obliged to determine at his/her peril which claimant has the better claim. Lee v. West Coast Life Insurance, (2012) 688 F 3d. 1004, 1009. Moreover, Escrow does not need to wait an indefinite time before filing an interpleader action. Security Trust & Savings Bank v. Carlsen, (1928) 205 Cal. 309, 316.

California’s Department of Business Oversight has reporting requirements for annual audits which under Title 10 of California Code of Regulations, Regulation 1741.5(7)(C)(i) states that part of the audit procedure shall include a review of the schedule of escrow liability as of the last audit for dormant files and verify that “funds in dormant files that no longer are on the schedule of escrow liability were properly disbursed according to signed instructions or according to the instructions of a court of competent jurisdiction, were interpleaded to a court of competent jurisdiction, or were escheated to the State of California.”

The interpleader action provides the disputing claimants with a forum to obtain a court determination of their respective rights to the fund and other claims that they may have against each other.

In some situations, the Escrow holder can petition for instructions in the interpleader litigation if further monies are received from third parties or an immediate request for guidance is warranted. This can become an issue, for example, when the Board of Equalization releases money being held that was paid by Seller before escrow opened.

Finally from a financial viewpoint, the interpleading party [Escrow] can request the Court to award its reasonable attorney’s fees and costs which may be paid from the amount in dispute which has been deposited into Court. Code of Civil Procedure §386.6. The Court has discretion to lower the fees requested but some law firms may agree as part of their ongoing representation of its escrow client to look only to the court awarded compensation for its fees.

INTERPLEADER PROCESS

The interpleader action is initiated by a verified complaint or cross-complaint. There are two distinct stages of an interpleader action. The first stage is the filing of the complaint and the depositing of the money and/or documents into Court. After the parties have been served, a claimant can answer and set forth his claim of ownership to the fund and any claims he may have against the other adverse claimants disclaim his interest in the fund or allow his default to be entered. Then the Court determines whether the requirements of the statutory interpleader action have been met – a single fund at issue and adverse claimants to the fund. Once the requirements are met, the interpleading party can obtain an Order for Discharge and dismissal from the litigation.

The Order for Discharge is typically obtained by filing a motion. In the Motion for Discharge, request is made to pay the attorney’s fees that have been incurred and court costs from the monies on deposit. The amount of attorney’s fees is left to the discretion of the Court. At the same time, request is made to pay any cancellation fee due Escrow. If the motion is granted, the Order must specify the name of the party to be paid, the address where the check is to be mailed and the amount of each payment. Disbursement is made by the County Auditor on receipt of a certified copy of the court order.

The case continues with the claimants but without Escrow which is the second stage. During this stage, the Court will then determine the issue of ownership between the remaining claimants. The Court may also determine which claimant will be charged with the costs and attorney fees that were incurred by the discharged party.

It should be pointed out that as a matter of jurisdiction, interpleader actions of small escrow deposits of $5,000.00 can only be filed as a limited matter in the superior court and legally may not be brought as a small claims action. Code of Civil Procedure §§86 (a)(2), 116.220(a)(5)

Despite this, there may be instances where Escrow is erroneously named as a party and if there is no objection or the Court allows it, the matter will be decided in a small claims action.

In summary, escrow officers should look to the interpleader remedy when parties to the escrow cannot resolve their own differences. By Shelley M. Gould, Esq., LAW OFFICES OF DAVID B. BLOOM, APC

Disclaimer:

The information in this blog is provided for general informational purposes only and is not intended to be legal advice. The law changes frequently and varies from jurisdiction to jurisdiction. Being general in nature, the information provided may not apply to any specific factual and/or legal set of circumstances. No attorney-client relationship is formed nor should any such relationship be implied. Nothing on this blog is intended to substitute for the advice of an attorney, especially an attorney licensed in your jurisdiction. If you require legal advice, please consult with a competent attorney licensed to practice in your jurisdiction.

Interpleader:  What Is It And Why Is It An Effective Remedy In An Escrow Holder’s Arsenal? – Part I

This week we introduce guest blogger and attorney Shelley Gould from the Law Offices of David B. Bloom. She delves into what an interpleader action is and how escrow officers can utilize this tool and why. Today’s post is the first of two parts; part 2 will be posted in next week’s blog. Please share your thoughts below.

Interpleader clauses can be found in the general provisions of standard escrow instructions for the sale of a business and the purchase of real estate. It is an under- utilized remedy because of a lack of understanding of what it is and how interpleader actions can be used by escrow companies for their own legal protection.

Interpleader is defined as an equitable remedy now governed by statute, whereby a holder of money such as an escrow deposits funds or property with the Court. The purpose is to avoid liability to double or multiple claimants or potential claimants to the same funds or property,  and/or to otherwise allow the Court to determine the conflicting parties’ respective claims to the monies or property. The governing statute for an interpleader action is California Code of Civil Procedure §386 et seq.

The elements of an interpleader action are set forth in Code of Civil Procedure §386; which provides that:

1) The party bringing or the interpleader may be any person, firm, corporation, association or other entity against whom double or multiple claims are made or may be made, by two or more persons which are such that may give rise to double or multiple liability.

2) The claims or assertion of titles need not have a common origin nor be identical but must be adverse to and independent of one another.

3) Or the claims are un-liquidated and no liability on the part of the party bringing the action has arisen. Collusion, bad faith or inequitable conduct by the interpleading party which create the controversy may be a defense to an interpleader action. The claims to the fund may be potential and not even asserted, but cannot be wholly speculative.

4) The party bringing the action has no interest in the money or property claimed, or no interest in a portion of the money or property, and alleges that all or such portion is demanded by the other parties to the action. [Escrow’s cancellation fee may be claimed as part of the interplead funds]

5) The party bringing the action may deny liability in whole or in part to any or all of the claimants.

Resort to an interpleader action can arise other than in the escrow context which is outside the scope of this article. However, the most typical circumstance for an escrow officer which may lead to an interpleader is when a “dispute” arises between buyer and seller and one party informs Escrow in writing to cancel, but parties do not sign mutual cancellation instructions. A common scenario is: Buyer states that Seller misrepresented the yearly income generated by the business and makes demand to cancel. Seller doesn’t want to cancel and refuses to sign cancellation instructions.

Another common circumstance is when conflicting demands are made on Escrow. A typical example is: Buyer decides he doesn’t want to go through with a real estate purchase and makes demand on Escrow

to cancel and return his deposit. Seller doesn’t want to cancel and wants to retain Buyer’s deposit pursuant to a liquidated damages provision. Seller’s attorney demands that deposit be turned over to him.

Finally an interpleader action may result when Escrow risks liability to each of the parties. This may arise when the parties to escrow are arguing but can’t resolve their differences and blame Escrow for not closing. For example, Buyer tells Escrow to cancel, but he only will pay 1/2 of the escrow’s fees. Seller refuses to pay his half of the fees incurred, and doesn’t want Escrow to release Buyer’s deposit.

Stay tuned for part 2 next week.

Disclaimer:

The information in this blog is provided for general informational purposes only and is not intended to be legal advice. The law changes frequently and varies from jurisdiction to jurisdiction. Being general in nature, the information provided may not apply to any specific factual and/or legal set of circumstances. No attorney-client relationship is formed nor should any such relationship be implied. Nothing on this blog is intended to substitute for the advice of an attorney, especially an attorney licensed in your jurisdiction. If you require legal advice, please consult with a competent attorney licensed to practice in your jurisdiction.

 

 

When Is My Annual Report Due?

Last week’s blog post discussed why you need to file an annual report for your entity. This week we’re providing you a chart detailing when Annual Reports are expected to be filed in all 50 States. Check it out below.

Part I

State Foreign Corp Domestic Corp. Foreign NP Corp Domestic NP Corp
Alabama 2.5 Months 2.5 Months Not required Not required
Alaska Jan. 2nd Jan. 2nd July 2nd July 2nd.
Arizona Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Arkansas May 1st May 1st Aug. 1st Aug. 1st
California Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month     (end)
Colorado End of 2nd Month after Anniversary End of 2nd Month after Anniversary End of 2nd Month after Anniversary End of 2nd Month after Anniversary
Connecticut Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
Delaware June 30th March 1st March 1st March 1st
District of Columbia April 1st April 1st April 1st April 1st
Florida May 1st May 1st May 1st May 1st
Georgia April 1st April 1st April 1st April 1st
Hawaii Anniversary Quarter Anniversary Quarter Anniversary Quarter Anniversary Quarter
Idaho Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
Illinois Month Previous to Anniversary Month Previous to Anniversary Month Previous to Anniversary Month Previous to Anniversary
Indiana Anniversary Month Anniversary Month Anniversary Month Anniversary Month
Iowa March 31st March 31st March 31st March 31st
Kansas 3.5 Months 3.5 Months 5.5 Months 5.5 Months
Kentucky June 30th June 30th June 30th June 30th
Louisiana Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Louisiana Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Maine June 1st June 1st June 1st June 1st
Maryland April 15th April 15th April 15th April 15th
Massachusetts 2.5 Months 2.5 Months Nov. 1st Nov. 1st
Michigan May 15th May 15th Oct. 1st Oct. 1st
Minnesota Dec. 31st Dec. 31st Not required Dec. 31st
Mississippi April 15th April 15th Not required Not required
Missouri End of 3rd Month, after Anniv. End of 3rd Month, after Anniv. Aug. 31st Aug. 31st
Montana April 15th April 15th April 15th April 15th
Nebraska March 1st March 1st April 1st April 1st
Nevada Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
New Hampshire April 1st April 1st Dec. 31st (every 5 years) Dec. 31st (every 5 years)
New Jersey Anniversary Month (end) Anniversary Month (end) Not required Not required
New Mexico 2.5 Months 2.5 Months 4.5 Months 4.5 Months
New York Anniversary Month Anniversary Month Not required Not required
North Carolina April 15th April 15th Not required Not required
North Dakota May 15th Aug. 1st Feb. 1st Feb. 1st
Ohio Not required Not required Not required Not required
Oklahoma Anniversary Date Not required Not required Not required
Oregon Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Pennsylvania Not required Not required Dec. 31st Dec. 31st
Rhode Island March 1st March 1st June 30th June 30th
South Carolina 2.5 Months 2.5 Months Not required Not required
South Dakota Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Tennessee 3 Months 3 Months 3 Months 3 Months
Texas Not required Not required Not required Not required
Utah Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Vermont 2.5 Months 2.5 Months 2.5 Months 2.5 Months
Virginia Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
Washington Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
West Virginia July 1st July 1st July 1st July 1st
Wisconsin March 31st Anniversary Quarter March 31st Anniversary Quarter
Wyoming Anniversary Month Anniversary Month Anniversary Month Anniversary Month

Part II

State Foreign LLC Domestic LLC Foreign LP Domestic LP
Alabama 3.5 Months 3.5 Months 3.5 Months 3.5 Months
Alaska Jan. 2nd Jan. 2nd Jan. 2nd Jan. 2nd
Arizona Not required Not required Not required Not required
Arkansas May 1st May 1st May 1st May 1st
California Anniversary Month (end) Anniversary Month (end) Not required Not required
Colorado End of 2nd Month after Anniversary End of 2nd Month after Anniversary End of 2nd Month after Anniversary End of 2nd Month after Anniversary
Connecticut Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
Delaware June 1st June 1st June 1st June 1st
District of Columbia April 1st April 1st April 1st April 1st
Florida May 1st May 1st May 1st May 1st
Georgia April 1st April 1st April 1st April 1st
Hawaii Anniversary Quarter Anniversary Quarter Anniversary Quarter Anniversary Quarter
Idaho Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
Illinois Month Previous to Anniversary Month Previous to Anniversary Month Previous to Anniversary Month Previous to Anniversary
Indiana Anniversary Month Anniversary Month Not required Not required
Iowa March 31st March 31st March 31st March 31st
Kansas 3.5 Months 3.5 Months 3.5 Months 3.5 Months
Kentucky June 30th June 30th Not required Not required
Louisiana Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Louisiana Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Maine June 1st June 1st June 1st June 1st
Maryland April 15th April 15th April 15th April 15th
Massachusetts Anniversary Date Anniversary Date Not required Not required
Michigan Feb. 15th Feb. 15th Not required Not required
Minnesota Dec. 31st Dec. 31st Dec. 31st Dec. 31st
Mississippi April 15th April 15th Not required Not required
Missouri Not required Not required Not required Not required
Montana April 15th April 15th Not required Not required
Nebraska April 1st April 1st Not required Not required
Nevada Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
New Hampshire April 1st April 1st Not required Not required
New Jersey Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
New Mexico Not required Not required Not required Not required
New York Anniversary Month Anniversary Month Not required Not required
North Carolina April 15th April 15th Not required Not required
North Dakota Nov. 15th Nov. 15th April 1st April 1st
Ohio Not required Not required Not required Not required
Oklahoma July 1st July 1st July 1st July 1st
Oregon Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Pennsylvania Not required Not required Not required Not required
Rhode Island Nov. 1st Nov. 1st Not required Not required
South Carolina Not required Not required Not required Not required
South Dakota Anniversary Date Anniversary Date Not required Not required
Tennessee 3 Months 3 Months 3 Months 3 Months
Texas Not required Not required Within 30 days of first notice Within 30 days of first notice
Utah Anniversary Date Anniversary Date Anniversary Date Anniversary Date
Vermont 2.5 Months 2.5 Months 2.5 Months 2.5 Months
Virginia Anniversary Month (end) Anniversary Month (end) Not required Not required
Washington Anniversary Month (end) Anniversary Month (end) Anniversary Month (end) Anniversary Month (end)
West Virginia April 1st April 1st July 1st July 1st
Wisconsin March 31st Anniversary Quarter Not required Not required
Wyoming Anniversary Month Anniversary Month Anniversary Month Anniversary Month

First Corporate Solutions offers Annual Report Management! Never forget to file your Annual Report by appointing us as your Registered Agent today! Email us at info@ficoso.com for more information!

*Disclaimer

Why Do I Need to File an Annual Report for My Entity?

The Secretary of State requires each company organized or incorporated within the State of North Carolina to file an Annual Report as a means of keeping the Secretary of State updated with registered agents, addresses, officers, directors, members and managers.  It is especially important to make necessary changes to addresses and registered agents on the Annual Report to assure that the Secretary of State notifies your company of issues surrounding any filings, including the filing of any lawsuit naming your company as a party.  If the Secretary of State cannot find your company because the address has not been updated, you run the risk of not knowing that such a lawsuit has been filed.

If you do not file the Annual Report in a timely manner, then the Secretary of State can administratively dissolve your company and/or issue penalty fees. Every state has different guidelines but if you fail to file your annual report your company is at risk of no longer being in good standing with the State (though it may still be sued).  If your company is no longer in good standing, company business may be slowed and negatively impacted because potential creditors or buyers may refuse to do business with a company that is not in good standing.

First Corporate Solutions offers Annual Report Management! Never forget to file your Annual Report by appointing us as your Registered Agent today!

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UCC Paper Filings No Longer Accepted by New Jersey Secretary of State Effective July 1, 2015

Effective July 1, 2015, the state of New Jersey will no longer allow for UCC paper filings and electronic filings will be required. In addition to this change, it is important to note that establishing priority will be an issue as UCC filings will no longer be stamped with the time at which the filing was accepted.

Further changes to the UCC process in the state of New Jersey regarding collateral and secured party naming to perfect a security interest are succinctly recapped here for your review http://www.natlawreview.com/article/amendment-to-new-jersey-uniform-commercial-code.

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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!

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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.

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