Risk Management Blog

This week we tackle another common misconception relating to UCC and corporate due diligence: the need for a nationwide UCC search. On occasion, one of our customers will request a nationwide UCC search, meaning they want a search to reflect any UCCs against their party that were filed anywhere in the nation. These searchers have the right idea: be diligent to find out as much as possible about your prospect’s existing financial obligations… >> READ MORE

In phase two of the due diligence cycle, a lender has decided to advance funds. The lender will file a UCC Financing Statement to perfect their interest in the collateral and secure a priority position to collect should the debtor default. It is critical that UCCs get filed correctly since inaccurate or incomplete filings can open the door for secondary parties to claim a priority position. When preparing and filing UCC Financing Statements… >> READ MORE

In the pre-funding phase, lenders perform public records searches to uncover any existing liens or outstanding financial obligations that bind their prospect. Searching helps lenders determine if they could obtain a priority position to collect if they decide to fund the deal. Companies who require additional intelligence and insight in corporate due diligence may wish to hire investigators to assist with the process. Focusing on the… >> READ MORE

In today’s global marketplace, public documents such as birth certificates, corporate charters, patent registrations, etc. are regularly used in countries other than where they were issued. Securing proper certification for documents to be used in an international transaction can be a bewildering and cumbersome process. Over the next few weeks, we will publish a series of blog posts addressing one of the more confusing topics in public… >> READ MORE

In late July, the California Secretary of State’s office announced that the Business Programs Division was making a change to the way they certify documents. Instead of attaching a separate certification page, state workers began applying certification by way of a stamp on the back of the final page of a document. Many other state filing offices have recently made similar changes to their certification procedures. A certified copy used… >> READ MORE

Meeting with business partners, speaking with attorneys, making decisions, drafting documents, obtaining signatures… setting up a new business entity can take a lot of patience and planning. One important step you can take to help reduce your stress and simplify your job is to reserve your business name in advance of submitting your formation documents. The process is simple: Complete the proper request form for that state and pay… >> READ MORE

Since the uniform commercial code isn’t exactly applied uniformly throughout all the states, and due to the high volume of searching the state of Delaware, service companies get a lot of questions from people wondering what words are dropped when they do a Delaware UCC search with the Secretary of State. Thankfully, the Secretary of State’s office publishes a list to identify the words they ignore when performing UCC searches, also known… >> READ MORE

While everyone is in the midst of the holiday chaos, we’d like to throw out a friendly reminder that Delaware annual reports and annual franchise taxes for corporations are due on 3/1/2010 for 2009. ALL corporations incorporated in the State of Delaware are required to file an annual report, and all but exempt domestic corporations are required to pay taxes. The annual report filing has been raised to $50.00 this year, with minimum… >> READ MORE

Because of an addition to the Delaware General Corporation Law, the Delaware Secretary of State is asking that all non-stock corporations filed with the SOS complete an amendment filing in an attempt to set the exempt records straight, as well as ensure that all non-stock corporations are charged the correct Annual Report filing fee come tax time. The addition signed into law by the 145th General Assembly and the Governor is as follows: Amend… >> READ MORE

If you need to search for anything at the county level in Delaware, you only have three counties from which to choose: New Castle (northernmost), Kent (middle), and Sussex (southernmost). The Bankruptcy Court and U.S. District Court are located in the county seat of Wilmington, which is in New Castle County. Below is a handy guide for figuring out what’s located where at the county level: Recorder of Deeds: UCC/fixture filings,… >> READ MORE