Change is Good! #CORPSMART

CORPSMART Name Change

Our company is growing in leaps and bounds, so we’re enhancing our name to better encompass our clients and services. We hope you will help us in welcoming our new name, CORPSMART™. In addition to our new name, we are enhancing your overall customer experience.

Things to look forward to:

  • New website coming soon
  • CORPSMART™ Sunrise Team offering clients responsive service from 6am – 5pm PST
  • The CORPSMART™ unwavering service promise to provide accurate, on-time and personal service

What happens if I try to access the CLASCORP™ website?

Don’t worry, you will still be able to access the CLASCORP™ website. Once our new website is perfected, you will be able to reach us via our old website www.clascorp.com or our new website which will be released soon!

What happens if I try to email a CLASCORP™ email?

Don’t worry, you will still be able to contact us even if you email us at our @clascorp.com emails. We don’t skip a beat!

When should you expect to notice changes?

You can expect enhancements to our overall look and website to take shape over the next few months. We will not change our name over night as our clients are our main priority and these things take a lot of time and development.

We have taken careful measures to ensure that the quality service we are dedicated to providing is continually improving and we are excited to extend this even further with our new 6am – 5pm PST service hours taking effect this week!

Registered Agent Clients:
Please note that as a customer of our Registered Agent services, you can expect to see CORPSMART as your appointed Registered Agent. We will take care of this change and you will have nothing to worry about – just keeping you in the loop!

Do you have further questions?

No problem! Contact us directly at 800-737-8012 to speak to a team member and we will be glad to answer any questions. You can also contact our marketing team who is the brains of this via email at mckenna@clascorp.com or via phone at 800-737-8009.

Notes from the desk of Chris Hopton

Hello from the desk of Chris Hopton,

Its very hard to believe since I just took down the Christmas tree but the end of the first quarter of 2017 is upon us. As usual the organized chaos and rapid growth of our little company continues unbridled. Here are the Cliffs notes at the close of Q1:

  1. After much sifting we have added 3 new awesome team members all in Q1 of 2017: David Mercado, Rachel Sims, and Nancy Buehler.
  2. Sales up 300% over last year, 30% over last quarter, up 10% month to month.
  3. Added 900 sq ft in office space and furiously seeking new digs.
  4. Our new name, CORPSMART™ and new website integration are in development and McKenna has done a great job on this project.
  5. All team members have been assigned a cute and appropriate emoji and McKenna was kind enough to put a hat on mine so I didn’t look 70 years old.
  6. Our favorite little ballplayer Jett is on the Yankees and banged out 2 hits last night in a loss. He left it all on the field and had 3 cheeseburgers after.

After this quarter I am so excited to see what the next 6 months bring as we are taking on some great new clients and another employee next month. We are going to have to start stacking cubicles and putting in ladders soon.

-CH

TAT’s on New York Business Filings

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New York business corporation law set to expire expedite filings service.

Effective Date: March 31, 2017

The statutory authorization (Sec. 96 (11), Executive Law) to see the following changes:

Expedite filing services are set to expire same day services for all entities, 2-hour services for all entities and 24-hour services for non corporate entities.

Under this change, new filing processes will only allow 24-Hour Service for filings including, Business Corporation Law, Not-For-Profit Corporation Law, General Associations Law, and obtaining Good Standing Certificates for all entities.

The CLASCORP™ team will keep information current regarding changes to the NY expedite filing turn-around-times. Please contact us directly at 800-737-8012 with any questions regarding your NY entities.

 

Legislation in MS Concerning Conversions in Business Entities

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Mississippi Senate Bill 2327 amends the requirements for conversion and domestication.

Effective Date: July 1, 2017

The bill makes the following amendments:

  • Adds a director of a domestic or foreign corporation as an individual authorized to sign a conversion or domestication
  • Requires a correction to a filed document be made within 120 days of filing
  • Restricts a charitable organization as defined in Section 79-11-501 from converting under Article 4 of this section
  • Requires a copy of the filed domestication documents from the new jurisdiction as an attachment if the domesticated entity is a foreign entity
  • Requires a certificate of good standing or certificate of existence from its jurisdiction of formation that is issued less than one hundred eighty (180) days before filing if the domesticated entity is a domestic entity

 

Navigate using the below link to view the entire bill and/or contact the CLASCORP™ team for further information:
http://billstatus.ls.state.ms.us/documents/2017/pdf/SB/2300-2399/SB2327SG.pdf

 

Due Diligence Guideline

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Are you a banker or attorney working on closing a financing deal? Utilize our UCC Due Diligence Guideline (below) to double check that you’re full filing all of your pre and post closing due diligence.

LIEN SEARCHES

Names to be Searched Under Revision to Revised Article 9

  • For individual debtors in “A” states use valid Driver’s License name.
  • For individual debtors in “B” states it is recommended to search many name variations.
  • For organizations, use the registered name that is found on the organic document.

Secretary of State

  • UCC Filings
  • Federal Tax Liens *
  • State Tax Liens*
  • Judgment Liens* (Available in some state level jurisdictions)

County Recording Office

  • Provide name of county and/or city
  • UCC/Fixture Filings
  • Federal Tax Liens
  • State Tax Liens
  • Judgment Liens

LITIGATION

Results are provided for pending/open civil litigation as defendant. Please indicate if plaintiff, closed or criminal searches are needed. Some jurisdictions have multiple court levels. Our default search is equivalent to our state Superior Court.  Lower courts can be searched upon request.

County Court of General Jurisdiction

  • Provide name of county and/or city
  • Suits
  • Judgments

US District Court

  • Provide District to be searched or name of county and/or city so District can be determined
  • Suits
  • Judgments

BANKRUPTCY

US Bankruptcy Court

  • Provide District to be searched or name of county and/or city so District can be determined.
  • Pending Bankruptcy

PREPARE/SUBMIT UCC/FIXTURE FILINGS

Debtor name rules under Revision to Revised Article 9

  • Individual debtors in “A” states use valid Driver’s License name.
  • Individual debtors in “B” states are recommended to file using name variations.
  • Organizations; use the registered name that is found on the organic and subsequent amendments in their domestic state of Incorporation.

Secretary of State

  • UCC – Personal Property

County Recording Office

  • UCC/Fixture; Real Estate Related Collateral

UCC SEARCH TO REFLECT

  • Secretary of State
  • County Recording Office

CORPORATE RETRIEVAL

In order to verify status and actual name and domestic jurisdiction of organization.

  • Certificate of Good Standing (to verify status of entity)
  • Certified/Plain copies of Charter Documents (to verify actual name of organization)
  • Annual Report (current officers/directors or managers/members- if applicable)

*eZFILE system provides online filing and tracking services as well as debtor monitoring to simplify your filing needs.

 

For more information, contact the CLASCORP™ Team at 800-737-8009 or visit our website at www.clascorp.com to learn more about our UCC service offerings.

Changes to PA Law Concerning Amendments

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House Bill 1398 enact new LLC and LP laws in Pennsylvania Business Entities Code.

Effective Date: February 21, 2017

Pennsylvania House Bill1398, Laws of 2016, effective February 21, 2017, has enacted new LLC and LP laws as well as conforming and other amendments to the Business Entities Code (Title 15, Pa.C.S.A.)  The new LLC and LP laws respectively govern LLCs and LPs as follows:  before April 1, 2017, the new laws govern LLCs and LPs formed on and after the effective date and any preexisting LLCs and LPs electing to be governed by the applicable new law; after April 1, 2017, the new laws govern all LLCs and LPs.  The Bill has also enacted a new General Partnership law.

The following are notable changes affecting our services and Precedent materials:

NEW LLC LAW
·       Adds a domestic amendment trigger: when a managing member or manager knows that any information set forth in the Certificate is inaccurate, an amendment, or if appropriate, a correction must be filed.
·       Revises requirements for the execution of documents to be filed: default is now a person authorized by the company (formerly by an authorized member or manager).
·       Dissolution:
o   Requires filing of a Statement of Termination instead of a Certificate of Dissolution after all debts have been paid, discharged or provided for and all assets have been distributed; this terminates the LLC on the State’s records.
o   Authorizes a voluntary interim filing of a Certificate of Dissolution while a dissolved LLC’s affairs are being wound up; the LLC will remain active on the State’s records; no tax clearance required for this filing.
o   Authorizes delayed effective dates for Statements of Termination.
o   Provides for voluntary disposition of claims by notice or publication after dissolution.
·       Authorizes Benefit Companies with purposes including the creation of a public or specific benefit as defined in the Bill.
·       Imposes certain obligations on organizers which will render inappropriate our furnishing of organizers.

NEW LP LAW
·       Authorizes formation of LLLPs.
·       Revises requirements for the execution of documents to be filed.
·       Dissolution:
o   Requires filing of a Statement of Termination instead of a Certificate of Dissolution after all debts have been paid, discharged or provided for and all assets have been distributed; this terminates the LP on the State’s records..
o   Authorizes a voluntary interim filing of a Certificate of Dissolution while a dissolved LP’s affairs are being wound up; the LP will remain active on the State’s records; no tax clearance required for this filing.

BUSINESS CORPORATIONS
·       Repeals the requirement to file a directors’ resolution in order to qualify on conflict of name.

LLPs
·       Deletes reference to “registered” LLPs; now only refers to LLPs.
·       Authorizes administrative termination of LLP status for annual registration delinquency after five years.
·       Imposes the Annual Registration requirement on LLLPs.

MULTI-ENTITY
·       Adds exceptions to the tax clearance requirement on dissolution based on a dissolving entity never having transacted business nor  held assets other than money for share subscriptions or analogous contributions.  Formerly, an administrative exception was afforded to business corporations never having commenced business.

FORMS
·       New LLCs and LPs must use the revised formation forms on and after February 21.
·       Existing LLCs and LPs may use either the current or revised version of the other forms (e.g. amendment, dissolution etc.) until March 30.  On and after April 1, only revised forms will be acceptable.
·       The State advised that the revised forms will become available on its website on Friday, February 17.  We will work to have revised versions available in our systems as expeditiously as possible.  In the interim, the forms may be accessed on the State’s website.

The Bill may be accessed at http://www.legis.state.pa.us/CFDOCS/Legis/PN/Public/btCheck.cfm?txtType=PDF&sessYr=2015&sessInd=0&billBody=H&billTyp=B&billNbr=1398&pn=4062

For more information regarding your business entities in PA, contact the CLASCORP team today at 800-737-8012.

Mixing Business & Margaritas

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Are you interested in going into business? Perhaps you want to start a Taco’s and Tequila Bar. Whatever your dreams may be, make sure to follow our guidelines to start your business on the right foot, grow and stay compliant in all of your business transactions.

Tips for forming a new entity

  • Obtain State IDs
  • Appoint Registered Agent
  • Conduct Name Availability Check
  • File Name Reservation/Registration
  • File Articles of Incorporation or Articles of Organization
  • Apply for Business Licenses and Permits
  • File Assumed Name of DBA Certificate
  • File for Trademark Protection
  • Apply for Employer Identification Number from the IRS
  • Order your Corporate Records Kit
  • Register your Domain
  • Publication in Newspaper (if required by state)

Tips for growing and expanding your company

  • Obtain State Tax IDs
  • Conduct Name Availability Check
  • File Name Reservation/Registration per Jurisdiction
  • File Assumed Name or DBA Certificate
  • Apply for Business Licenses and Permits
  • Appoint Registered Agent in Foreign State
  • International Filing and Document Retrieval
  • Obtain Certificate of Good Standing from Home (Domestic) State

Tips for running your company and staying compliant

  • File Annual Reports
  • File and Pay Franchise Tax
  • File Federal and State Tax Returns
  • Renew Business Licenses and Permits
  • Renew Assumed Name or DBA Registration
  • Independent Director Staffing and Representation

 

Enjoy your margarita’s this National Margarita Day and if you get enough courage to start your own business, make sure to connect with the CLASCORP™ team at 800-737-8009 to ensure your business transactions are handled with success.

 

 

Changes Concerning Foreign Entities in SC

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New procedural changes in South Carolina Secretary of State may effect your conversions and mergers with foreign entities.

Effective Date: February 10, 2017

Conversions

Whenever a foreign entity qualified/registered in South Carolina converts it must file:

  • A foreign amendment form; and
  • A certificate of existence, showing the new entity type.
  • It is also strongly recommended that it file a certified copy of the conversion documents.

Mergers

Whenever a foreign entity qualified/registered in South Carolina completes a merger it must file:

  • A certified copy of the merger documents;
  • A plan of merger (where available);
  • A new merger form being prepared by the South Carolina Secretary of State, which should be published during the week beginning February 13th; and
  • If the name of the entity changes after the merger, the filer must also submit the respective foreign amendment form.

 

Five Reasons Why Multistate Businesses Should Use a Single Registered Agent

Every corporation or LLC must have a registered agent in each state where it’s registered to do business. A registered agent accepts service of process and official state government and judicial documents on your behalf, and transmits those documents to your company quickly and efficiently. The larger your business, the more likely you are to receive a high volume of these documents, which usually need to be handled in a short timeframe before they start costing you time and money. 

 

As businesses grow, many will appoint different registered agents as they expand into new states. You may use an attorney in your home state, then appoint an employee in a satellite office across state lines, and then appoint a professional registered agent company in another state where your business has no physical presence. Relatively few professional registered agents operate in all 50 states, so you may even appoint different professional registered agents in different states.

 

It might feel easier to manage the registered agent requirement in this haphazard way… but it’s almost definitely causing you more difficulty in the long run. Here are five reasons why it makes sense to use the same professional registered agent in every state where you do business.

 

1. Single Point of Contact

Using the same registered agent provides a single point of contact who knows your business and gives you correct, consistent information about your compliance responsibilities in each state. Of course, for this to work in your favor, you have to select a registered agent that has extensive compliance experience and makes its knowledge available to its customers. For instance, CT Corporation has a Government Relations team that monitors upcoming state legislation and lets you know about legal changes that can affect you.

 

2. Simplified Billing

Your single point of contact should be able to simplify your billing, for instance by creating a single renewal date for all services. This cuts down on your internal costs: fewer purchase orders you have to fill out, checks you have to cut, and reimbursements you have to submit. Some registered agents, like CORPSMART™, can simplify your life even further by offering bundled services that let you consolidate your annual reports and corporate document filings onto a single annual flat fee.

 

3. Tools and Options to Fit Your Workflow

Having dedicated tools to manage your entity compliance helps reduce risk and save time. Do you want to go paperless for all your SOP? Do you want customized delivery options, like sending all garnishments directly to the payroll department? How about a single website to monitor the compliance status of all your entities? Streamlining and customization like this isn’t available to businesses using multiple registered agents.

 

4. National Reach

Of the hundreds of professional registered agent providers in the country, relatively few operate in all 50 states and the District of Columbia. But when you select a professional registered agent who does, there’s someone to help you no matter where you expand to next. That said, you have a responsibility to vet who you’re putting in charge of some of your most important legal documents. Some professional registered agents outsource their SOP intake offices in some states to third parties. But CORPSMART™ has staffed offices in every state, and every piece of SOP is received by a trained expert.

 

5. Maintaining Good Standing

When you use a single registered agent, you have a built-in partner who can see the length and breadth of your compliance obligations, and can help you with so much more than just your registered agent requirements. For instance, CORPSMART™ offers services to help you file and track your annual reports, corporate document filings, and business licenses.

 

To Sum Up

As your business has grown, you may have chosen different registered agents in different states. But there are distinct benefits to choosing a single registered agent to represent you everywhere. If any of the points above sound appealing to you, it may be time to switch your registered agent strategy.