Month: December 2015

HUB  =  UNIFORM BUSINESS ORGANIZATIONS CODE  WA RCW: 23.95

A new law is coming into effect January 1, 2016 which will affect Profit, Nonprofit and Mutual Corporations, Partnerships, Limited Partnerships, Limited Liability Companies and more.  It’s main purpose is to create uniformity in business organizations that file with the Secretary of State.

CLASCORP™ Notes:

• Effective January 1, 2016

Initial Annual Reports

• Will no longer be required for any foreign entities.
• Must be filed on domestic entities including Limited Partnerships.  They will have 120 days to file then will be delinquent for 65 days before they will be administratively dissolved by the Secretary of State.  Limited Liability Partnerships and Non-profits will continue to remain exempt from filing the initial annual report.

Foreign Registrations

• All foreign entity registrations will use the same form to “qualify or form” called the Statement of Registration, but still require a current good standing from the domestic state.
• Foreign to foreign mergers can now use one form called Transfer of Foreign Registration,  if the surviving entity is not already registered with WA and would like to be registered, they will need to include a good standing from their domestic state.  The fee for this form will be the same as an amendment.

Registered Agent

• A new designation of Commercial Registered Agent will be available.  This will allow for mass changes to multiple entities instead of making changes one filing at a time.  Example; address change
• Resignation of registered agent will now be free.  Registered agents responsibility to notify the entity of the resignation.

Miscellaneous

• LLC’s will not be required to obtain a Tax Clearance from Dept. of Revenue to withdrawal from the Secretary of State.
• Reinstatement period is for 5 years- not exceptions

 

For further information about these changes, please contact the CLASCORP™ team at 800-737-8009 or visit the attached link to read the completed session law as passed: http://lawfilesext.leg.wa.gov/biennium/2015-16/Pdf/Bills/Session%20Laws/Senate/5387.SL.pdf

 

At CLASCORP™, our aim is to provide exceptional customer service, complemented by powerful, easy to use online tools.  Through the MYCLASCORP™ workflow management system, our clients have access to a suite of web-based systems designed to help them achieve greater accuracy, shorten turn-around times and reduce due diligence costs.

To ensure that all clients have the training and confidence they need to use the system to its full potential, contact CLASCORP™ for your personal training session.

Training sessions will provide information on:

• Place a New Service Request
• Track an Existing Service Request
• Retrieve Historical Orders and Invoices
• Perform an Online UCC and Lien Search using DIY Search
• Retrieve and respond to alerts from a CLASCORP Service Representative

Contact the CLASCORP™ team at 800.737.8012 or orders@clascorp.com to schedule a private training session.

2. Incorrect or Outdated Form – Business filings must be submitted on the appropriate form for that state and entity type. A filing that is submitted for filing on an incorrect or outdated form will be rejected by the filing office. Keep in mind, states frequently make changes to their forms; the form you used for a previous filing may now be out of date.

3.  Supporting Documents Not Included – In most states, a foreign qualification filing must be accompanied by evidence of the entity’s formation in its home state – usually a certificate of status, though specific requirements vary by state and entity type.  A state filing office will reject a qualification filing that does not include the required supporting documents.

4.  Missing or Non-Conforming Signatures – States establish rules for who may sign certain documents and what additional information must be provided about the signer. A document that is missing a required signature or does not conform to the state’s signatory requirements will be rejected by the filing office.
 
5.  Proper Fees Not Remitted – The state will reject a document if the proper filing fees are not remitted. Keep in mind that the filing fee may be only a portion of the amount due. Some states have additional fees due at the time of filing including handling fees, prepayment of taxes, certification fees, expedited fees and more.
 
Trust CLASCORP™ with even your most complex business filing projects. Our highly trained staff of corporate experts can reserve your preferred business name for your exclusive use and will perform a thorough review of your document prior to submission to help guard against rejection.

These days, nearly every state filing office accepts some form of electronic filing (E-filing) for UCC documents, often either through xml transmission or a fillable web form. Some states are even beginning to mandate E-filing for UCCs. Back in 2012, Colorado became the first state to require that all UCC filings be submitted electronically. New Jersey has now followed suit and will require E-filing for all UCCs beginning July 1, 2015.

In recent years, E-filing has been gaining popularity among lenders and other high-volume UCC filers owing to a couple of key benefits. First, E-filing is a great way to reduce UCC filing costs.  That’s because most states charge a lower fee to file a UCC that is submitted electronically than they do for a paper document that is presented for “over the counter” processing. Consider Delaware, for example, where a one-page, single debtor UCC Financing Statement submitted in paper form will incur a $100 filing fee while that same document submitted electronically will incur a charge of only $30.

E-filing UCC documents not only saves money it also saves time. A paper filing is subject to indexing backlogs and other processing delays at state filing offices, which can slow the turn-around time for acknowledgement. A filing that is submitted electronically requires little (if any) filing officer involvement though, so it is often assigned a date and file number much more quickly. In fact, most E-filed UCCs are acknowledged within 24 hours – sometimes even sooner.

Despite these benefits, some UCC filers have been reluctant to adopt E-filing over concerns about formatting changes that can occur with electronically filed UCC documents. Here’s why.

If you elect to begin E-filing your UCCs, it is important to be aware that the acknowledgement copy you receive back from the state may look different from the document you prepared. In many states, an electronically filed document will undergo minor changes during the submission process. These can include converting text to ALL CAPS, changes to font style or size, adjustments in spacing or formatting of collateral descriptions and more.

UCC experts agree that these changes are purely cosmetic and will not compromise the effectiveness of the record, but it is always best to know what to expect when making a change to an important business process.

Ready to Start E-filing?

The CLASCORP™ UCC eZFILE system offers E-filing in every state that accepts UCCs electronically. That’s over 40 filing offices nationwide! As an added benefit, every document submitted through UCC eZFILE is reviewed by one of our highly trained UCC experts to catch potential filing errors, reduce rejected filings and save you money. Contact CLASCORP™ today at 800.737.8012 or orders@clascorp.com to schedule a free system demonstration!