Risk Management Blog

After receiving such a positive response to this pair of blog posts back in October, and with year end literally now here, we present them again conveniently in one post, just in case you missed it. Happy Holidays!

Year end is here.  Lightning speed transactions require entity Formations and Registrations in several states.  Below, we have listed some reminders to help you through the year-end rush.

Delaware Direct Access.
Delaware by far is the state where the majority of year-end transactions occur.  Working with a service company (Online Agent) that has direct Delaware Corporate Database access will provide you speed and answers when needed.  This access allows for direct information look ups, document scanning, and document print requests from the Delaware database. Access is granted to those who meet specific criteria required by the Secretary of State.

Name Availability, Reservation, and Registration.
Proactively checking availability, reserving, or registering a business entity name can prevent many headaches due to name conflicts.  Don’t be caught with conflicts in 1 or 2 states after you have filed in 10 others.  Taking more time to prepare Name Amendments, rush the Board of Directors to choose alternate names, and then check Availability of those names can be minimized or prevented.  This will also allow you to have Forced / Assumed / Trade Names chosen or checked in advance and any state or county forms prepared.  All the points will expedite the Formation and Registration process.

Forms, Supporting Evidence, and Review.
Request the forms directly from your service company.  They should frequently be working with all Secretary of State forms and be able to provide you with the most current form to avoid a rejection.  Your service company should review documents for common submission errors, proper supporting evidence, and calculation of filing fees.

Nationwide Registered Agent Service Company.
You service provider is there to create uniformity for the different terminology, documents, and processes for each state—not provide legal advice.  You need the public records section of your transaction to be completed in multiple states without issues.  Working with a nationwide provider will help centralize the multi-state public records section of the deal.

Have your service company “in the deal” as a partner.
If you are able to share a few key points to the transaction, deadlines, or closing date by walking your service provider through the transaction, it will help you execute on multiple points.  This may include Initial Annual Reports, Publication, County Recording, or managing your Secretary of State Annual Reports on an ongoing basis.

Also, rely on your service company for relief.  When having your service company prepare your Secretary of State documents it allows you to focus on more critical areas of the transaction.

Types of Evidence to be Returned or Other Transaction Needs.
Do you need Certified Copies, Plain Copies, a Certificate of Good Standing, UCC Search, or Verbal Good Standing Letter?  When the proper closing evidence is not known when submitting the filing, a delay may be created since additional evidence usually cannot be requested until the filing comes back, rather than while in process.  Likewise, timing the other pieces needed for your transaction are important to close on time.

Alternate Closing Documentation for Secretary of State Backlog, Holidays, Vacations, and Weather Delays.

Delays due to filing and retrieval times can happen overnight, literally.  Every transaction and lender are different.  Knowing what items opposing counsel may/may not accept due to unforeseen delays will have you ahead, and your service company geared up.  Two common back up closing pieces may be:

• A letter from your service company stating that a filing was submitted.
• Producing a date stamped counter sheet evidencing submission.

For your convenience, here is a list of the Secretary of State Holiday Closures for Year End 2016.

Contact our Legal Services Division for more information:  844.392.7588

Happy Holidays!