BOI reporting exemptions

Starting January 1, 2024, the Corporate Transparency Act will require the vast majority of active entities in the United States to file Beneficial Ownership Information (BOI) with the U.S. Government to show who owns and controls each entity. CORPSMART™’s filing solutions offer a one-stop-shop to both form your entity and file required information with government agencies. Read more to learn if your entity qualifies for an exemption to BOI filing requirements.

The following summarizes the 23 types of companies that may qualify for exemption, according to FinCEN:

Securities reporting issuer
Governmental authority
Bank
Credit union
Depository institution holding company
Money services business
Broker or dealer in securities
Securities exchange or clearing agency
Other Exchange Act registered entity
Investment company or investment adviser
Venture capital fund adviser
Insurance company
State-licensed insurance producer
Commodity Exchange Act registered entity
Accounting firm
Public utility
Financial market utility
Pooled investment vehicle
Tax-exempt entity
Entity assisting a tax-exempt entity
Large operating company
Subsidiary of certain exempt entities
Inactive entity

BOI reporting requirements will go into effect on January 1, 2024 and all active entities that do not qualify for exemption will be required to report. According to FinCEN, “If your company was created or registered prior to January 1, 2024, you will have until January 1, 2025, to report BOI. If your company was created or registered on or after January 1, 2024, and before January 1, 2025, you must report BOI within 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective, whichever is earlier”. To discuss your filing further, obtain a quote or prepare for filing, please reach out to the CORPSMART team at support@corp-smart.com.

CORPSMART™ is a global corporate compliance and lien due diligence provider. For more information regarding this article, please reach out to support@corp-smart.com. If you would like to learn more about our services or discuss your unique needs, please reach out to the CORPSMART™ team at sales@corp-smart.com.

Washington Secretary of State Filing Fee Increases

Filing fees will increase in the state of Washington, effective October 1, 2023. The change in fees will effect not only new entity formation fees, but also ongoing annual report filing fees. If you’re considering forming a new entity, please consider the approaching increase of fees and reach out to CORPSMART to get a quote today.

Fraud Alert

CORPSMART™ and government agencies have identified deceptive notices being sent to debtors, when a filing has been placed against their name. The notices are sent via mail and formatted to appear like an official government document, indicating the the debtor should reach out to the contact to obtain a copy of their UCC filing for $90. See an example of fraudulent notices below:

If you or your client are targeted in this scheme, please reach out to CORPSMART to confirm validity of any suspicious documents. Please note that CORPSMART will always provide a copy of filed UCCs and we would advise not to engage in this situation.

California Formation Filing Fees Return

In June of 2022, with Senate Bill 154, California temporarily waived statutory fees for initial formation and qualification for LLCs, Corporations and Limited Partnerships. The break on fees was created to encourage job creation and enterprise within the state. Formation filing fees have returned in California as of June 30, 2023.

If you’re interested in starting a new business or expanding to do business in the state of California, we can help! Reach out to the CORPSMART team to discuss your needs and obtain a quote.

Delaware Filing Fee Increases

Governor John Carney signed Senate Bill 110 increasing Delaware corporate statutory filing fees on limited liability company (LLC) and corporate filings from $20 to $40, starting August 1st, 2023. Please click here to read the bill.

If you’re interested in starting a new business or restructuring your entity, you may want to consider Delaware as your home state for the various legal benefits. Reach out to the CORPSMART team to obtain a current quote for your entity formation or qualification needs.

Nationwide UCC Form Changes

Beginning July 2023, new UCC filing forms were released throughout the nation. While most states have adopted the new forms, this is not the case in all states. Utilizing our UCC filing technology, you will ensure that your filings are being formatted on the current required UCC forms.

While only minor changes were made to the UCC filing forms, the changes are impactful in providing greater guidance in properly formatting your UCC filing and streamlining components as to eliminate the need to supply duplicated information. Notable changes include, key information provided within the instructions page clarifying formatting requirements for debtor names, such as “Do not use Debtor’s trade name, DBA, AKA, FKA, division name, etc. in place of or combined with Debtor’s correct name; filer may add such other names as additional Debtors if desired (but this is neither required nor recommended)”.

To ensure that you are using the most current UCC filing form, we recommend drafting your filing on CORPSMART™’s UCC filing system, which is programmed to determine the proper form, per state, as the new forms are not being used in all states.

Click here to access the newest UCC filing forms or read up on filing instructions.

About the CORPSMART filing system:

CORPSMART™’s state-of-the-art UCC filing system allows users to draft UCC filings in all states and counties nationwide. With saved collateral, Secured Party and debtor books, you can save descriptions to streamline formatting documents and ensure information used is accurate. The UCC filing system also provides debtor monitoring solutions as well as FREE tracking of lapse dates with quick-file continuation functions.

Modified schedule for WA SOS Corporations Division

Coronavirus Update: Central Gov. Office Closures

Latest update: 04/2/2020 at 4:00 pm pst

CORPSMART™ offices remain open and unaffected at this time.

Central States

Arkansas:

Counter service is suspended, but a drop box will be checked three times daily.
Online, email, mail, FedEx and UPS services are available, but telephones are not being answered at this time.

Colorado:

Counter service is suspended, but a drop box is available, as well as online, mail, email, UPS and FedEx services.
CO notaries have been granted authority to perform remote notarization’s.

Illinois:

The Department of Business Services is closed through April 30th.
Counter service and routine/expedite services are suspended.
No mail or hard copy paper filings will be processed during the closure, but online services are available.
Annual Report due date extended by at least 30 days after the office reopens and penalties are being waived.
IL notaries have been granted temporary authority to perform remote and online notarization’s.

Indiana:

Counter service is suspended and online services are preferred.
Online, mail, UPS and FedEx services are available – expect delays.
Email is available for business entity filings that cannot be completed online.
Email is not available for UCC filings – must be submitted online.

Iowa:

Counter service is suspended, but online and email services are available.
Allowing filings via email from service companies with prepaid accounts.
Additional information is available at https://sos.iowa.gov/TemporaryClosure.html

Kansas:

Counter service is suspended and the Secretary of State is operating with limited staff.
A drop box is available, as well as online, email, mail, UPS and FedEx services.
Business Services Division is operating with limited staff.

Louisiana:

Counter service is suspended, but online, email, mail, UPS and FedEx services are available.

Minnesota:

Counter service is suspended and telephones reduced hours are 9 am – 1 pm.
Online, mail, FedEx and UPS services are available.
Hennepin County Recorder’s office is open, but suspending paper document recording.
Electronic recording remains available.

Mississippi:

Counter service is suspended, but online, mail, FedEx and UPS services are available.

Missouri:

Counter service is suspended, but online and email requests remain available.

Nebraska:

Counter service is suspended, but online, mail, email, FedEx and UPS services are available.
Emergency Apostille needs may be handled by appointment.

New Mexico:

Counter service and same day (waiting) is suspended – only Apostilles and limited election-related filing are accepted over the counter (appointment required).
All in-person transactions (without an appointment) are suspended.
Online, email, mail, FedEx and UPS services are available.

North Dakota:

Counter service is by appointment only.
Agent access, online services, drop box, mail, FedEx and UPS remain available.

Oklahoma:

Counter service is suspended, but a drop box, email, mail, FedEx and UPS services are available.

South Dakota:

Counter service is suspended until March 30th.
Online, email, mail, FedEx and UPS services are available.

Texas:

Counter service is suspended and drop-off is available by appointment only for service companies (limited to corporate documents only).
Apostille/Authentications are available by appointment only to service companies (same day processing).
Drop off is not available for UCC, but mail, fax, FedEx and UPS are available – expect processing delays.

Wisconsin:

Counter service is suspended.
Online, email, mail, FedEx and UPS services remain available.
DMV counter service is suspended – mail, FedEx and UPS remain available.

Wyoming:

Counter service is limited, but online services, telephone, mail, email, FedEx and UPS services are available.

Federal: Interim Guidance for Businesses and Employers: https://www.cdc.gov/coronavirus/2019-ncov/community/guidance-business-response.html

For any immediate requests, please contact a CORPSMART™ representative by calling (800) 737-8012 or emailing orders@corp-smart.com.

Coronavirus Update: International Gov. Office Closures

Latest update: 04/2/2020 at 4:01 pm pst

CORPSMART™ offices remain open and unaffected at this time.

International

Belgium:

Government agencies are closed or on a limited schedule, everything is running much slower than usual. The Country is an unprecedented ‘lockdown’ until April 15.

British Virgin Islands:

Registry is open 9 am – 1 pm to the public.
It is available virtually from 8:30 am – 4:30 pm daily.

Canada (Ontario):

Toronto counter service remain available – all registrations and filings are being processed.
PPSA is still available for searching and filing.
Bankruptcy and Bank Act is open for searching.

El Salvador:

Closed until further notice.

France:

Closed through mid-April.
Further announcements will be made in mid-April.

Guam:

The Governor of Guam has issued a state of emergency effective March 15, 2020.
All non-essential government offices which includes the Department of Revenue & Taxation are to remain closed.
The state of emergency for all above is in effect until at least April 12, 2020.
With the President’s state of emergency extended to April 30, 2020 – there may be an extension to this date.

India:

All of India is under ‘lockdown’ for 21 days.
Registries are currently closed and are working remotely.

Italy:

The country is under ‘lockdown’ and the corporate registry is closed until further notice.
Some online services are available.

Kuwait:

Registry is closed until March 29th, at minimum.

Mexico:

Mostly all registries are closed until mid-April.
Further announcements will be made in mid-April.
Online services are available.

Panama:

The Government of Panama has issued Executive Decree No. 500 of March 19th, instructing all businesses (with a few strategic exceptions) to close as of midnight March 20th for 30 days in an effort to reduce, mitigate and control the virus.

Philippines:

Placed on state of calamity (mandatory quarantine at home) until further notice.
Courts and Registries are closed.
An announcement will be made when these re-open.

Puerto Rico:

The Department of State will be closed until April 11th.
All Walk In Services are cancelled.
Online Filings are still being accepted.
The Department of State has extended the annual report due date to May 15th.

For any immediate requests, please contact a CORPSMART™ representative by calling (800) 737-8012 or emailing orders@corp-smart.com.

Coronavirus Update: West Coast Gov. Office Closures

Latest update: 04/2/2020 at 4:04 pm pst

CORPSMART™ offices remain open and unaffected at this time.

West Coast States

Alaska:

Counter service is suspended with limited staff – expect delays.
Online services, mail, FedEx and UPS remain available.

Arizona:

The Secretary of State counter service has been limited, but not suspended (UCC, Partnerships, Apostilles, Notarization, Trade Names/Trademarks).
Online services, mail, FedEx and UPS are available – expect processing delays.
The Arizona Corporation Commission counter service is suspended (Corporations and LLC’s).
Limited staffing – expect delays. Online, email, mail FedEx and UPS services are available.

California:

Secretary of State is open with limited staff and resources – expect delays.
Counter service is suspended, but a drop box is available, as well as online, mail, email, UPS and FedEx services – anticipate delays.
Routine business filing will be returned by mail; expect delays of 7 to 10 business days for filing evidence.
Expedite services remains available – expect delays.
Los Angeles County Clerk-Recorder is closed to the public; mail in recordings and filings are still available.
Los Angeles Superior Court closed until June 22, 2020.
Orange County Clerk-Recorder offices are closed.
Orange County Superior Court is closed to the public through April 24, 2020.

Hawaii:

The Business Services and Bureau of Conveyances (UCC) are closed.
The Business Service Division staff are working remotely, but online services remain available.

Idaho:

Counter service is suspended, but online and email services remain available.
Expedited services are available, but expect delays.

Montana:

The Business Services Division remains open with limited staff and resources – expect delays.

Nevada:

Counter service is suspended.
Online services are available.

Oregon:

Counter service is suspended – daily appointments are no longer allowed.
Online services, mail, UPS and FedEx remain available.
Limited staffing – expect delays.

Utah:

Counter service is suspended, but online services are available, as are mail, FedEx and UPS submissions.

Washington:

Counter service is suspended, but online, mail, email, FedEx and UPS services are available.

Federal: Interim Guidance for Businesses and Employers: https://www.cdc.gov/coronavirus/2019-ncov/community/guidance-business-response.html

For any immediate requests, please contact a CORPSMART™ representative by calling (800) 737-8012 or emailing orders@corp-smart.com.