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Risk Management Blog

UCC & Corporate Due Diligence

Resource Guide for Legal and Financial Professionals

Legislative Update

Corporate, Legislation Something

Alabama House Bill 251 | Effective: 01/01/19 The bill makes technical corrections regarding the name of the Alabama Limited Liability Company Law, the ability of a partnership to continue as an entity for a brief period of time under the law with one partner or no partners and the duty of a partner in a general partnership to not compete with the partnership before the partnership is dissolved. The bill is retroactively effective as of… >> READ MORE


Wondering What Parties to Search as Part of Your Prefunding Due Diligence?

Corporate, Due Diligence, Revised Article 9, Tips Something

Searching for the right party is imperative when coordinating due diligence search efforts. This may seem simple, but keep in mind that liens could be filed under business names, individual names, aliases or nicknames, even fictitious business names. So, how can you be sure you are searching for the right name? Here are a few pointers to get you on the right track: 1. Check corporate charters to determine the exact legal name before… >> READ MORE


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

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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… >> READ MORE


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

Corporate Something

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… >> READ MORE


What Is the Best Legal Structure for Your Start-Up?

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This is a guest post from Bettina Eckerle of Eckerle Law. She specializes in corporate law and helping companies at every stage of their life cycle. The questions that invariably come up for all my start-up clients is: Do I have to form a legal entity, if yes, what kind and why? Entrepreneurs have a number of legal structures available when seeking to capitalize on a million dollar idea. Because each type of entity has distinct advantages… >> READ MORE


What can you do if You’ve Missed the Delaware Annual Report and Franchise Tax Deadline?

Corporate Something

For Delaware corporations, Annual Reports and Franchise Tax for 2012 were due on March 01, 2013.  If you missed the filing deadline, the entity is now delinquent according to the Delaware Division of Corporations. Luckily, Delaware makes it easy to change that status with just a couple of steps and a credit card. Here’s what you can do if you’ve missed the Delaware annual report franchise tax deadline. First, locate the Business… >> READ MORE


Top 5 Misconceptions About UCC & Corporate Due Diligence Series # 5: Omit “dba” notation from UCC Filings

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A UCC Financing Statement must properly identify the debtor in order for the UCC to perfect a security interest and provide priority protection for the secured party. To satisfy this requirement, a secured party must complete their Financing Statement using the debtor’s legal name. In general, secured parties understand the importance of properly naming the debtor on their UCC Financing Statements and try hard to comply. Sometimes though,… >> READ MORE


Tired of Slow UCC and Corporate Document Processing Times?

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As the U.S struggles toward economic recovery, most local governments are really feeling the pinch. State and county-level governments face overwhelming budget shortfalls, dramatically impacting their ability to deliver timely public services. These budget woes often translate into slowed turn around times for public record information requests and document filings. In this blog post, we will discuss three strategies for getting your hands… >> READ MORE


State Filing Office Terminology: Identifying Synonymous Corporate Terms

Corporate Something

One of the challenges associated with the filing and retrieval of corporate documents is the lack of consistency in state filing office terminology. This state-to-state variation makes it difficult to be certain you are interacting with the correct documents and using the appropriate language; driving many lenders, paralegals and entrepreneurs to work with a private service company to guide their corporate transactions. In this week’s… >> READ MORE


Quick Tip: Order a Long Form Good Standing to Confirm you Have Copies of All Documents on File

Corporate Something

A good standing certificate  (aka status certificate ) is a state-issued document that verifies that a registered entity is authorized to do business in a given jurisdiction. Further, the document certifies that the named entity has complied with certain statutory requirements imposed by that state. These requirements may include things such as filing requisite paperwork and paying an annual fee or tax.Most states offer two types of good… >> READ MORE