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  • 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 […]

  • The APV Method: Reducing Your Delaware Franchise Tax by using the Alternative Tax Method

    All Delaware domestic stock corporations, as well as non-stock, for profit entities that do not comply with the Exempt Corporation requirements, are required to file an Annual Report, and pay an Annual Franchise Tax. The state of Delaware assesses the tax using the Authorized Shares Method, which is based on the number of shares authorized […]

  • Examining Two Standards of the UCC for Collateral Description

    Our guest blog post features an article written by Armstrong Teasdale Partner Jeffrey Wurst, who examines two standards of the UCC for collateral description.  Mr. Wurst explains why lenders must exercise caution when intending to lend against collateral that is represented not to be part of a prior lender’s collateral package. The UCC has two […]

  • Naming a Secured Party: The Alternative Designation

    A UCC-1 Financing Statement is used by a creditor to provide notice that it has a security interest in the personal property of a debtor. Quite often when a UCC-1 Financing Statement is submitted, the participants involved are identified as the Debtor and Secured Party but the UCC-1 Financing State also allows the filer to […]