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  • What’s the difference between a Principal Office address and a Registered Agent address?

    The Delaware Secretary of State has a policy of not allowing entities to report their Registered Agent address as their Principal Place of Business address on their annual reports. Recently, in an effort to further enforce this policy, the state announced that they will contact any entity that has listed their Registered Agent’s address as […]

  • Pennsylvania Companies moving from Decennial Reporting to Annual Reporting

    The requirement for Decennial Reports has been repealed.  Effective January 3, 2024, specific entity types will transition from filing 10-year reports on company activities to being required to file annually. If your company falls into this category, it will have approximately one year to prepare for the new requirements. United Corporate Services (“UCS”) corresponded with […]

  • California Secretary of State Enacts Certificate of Validation Statute

    Effective January 1, 2023, SB 218 created a new filing with the California Secretary of State (“Secretary of State”) called a “Ratification of a Noncompliant Corporate Act” or a “Validation of a Noncompliant Corporate Act.” This new filing will need to be drafted and submitted by a corporation or their attorney. This bill will allow […]

  • New York Design Professional Corporation (D.P.C.)

    New York law permits certain licensed professionals to form a professional corporation (PC), referred to by the New York statute as a professional service corporation, to shield the personal assets of shareholders from liability for debts of the business. PCs offer stock to shareholders to signify ownership of the PC. PLLCs, on the other hand, […]

  • Listen Up! Removing the “noise words” when conducting UCC searches.

    In 2015, the International Association of Commercial Administrators (IACA) released the revised Model Administrative Rules, which include a specific section frequently referred to as “standard search logic.” One standard search logic rule is 503.1.2: “No distinction is made between upper-and lower-case letters.” This means the debtor’s name could be entered as ABC COMPANY INC or […]

  • Distinctions between a Member-Managed LLC and a Manager-Managed LLC

    An LLC can be either a member-managed LLC or a manager-managed LLC. In most states, an LLC is member-managed unless it is designated as a manager-managed LLC within its Articles of Organization and/or Operating Agreement/Limited Liability Company agreement. Members of an LLC can manage the company’s business without losing their limited liability status by acting […]