Arkansas: Benefit Corporations Florida: Avoid the
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Arkansas: Benefit Corporations Florida: Avoid the
Keeping you updated on important developments in the legal arena J U LY 2 013 - S E P T E M B E R 2 013 INDUSTRY NEWS • Arkansas: Benefit Corporations • Florida: Avoid the Dissolution of Your Entity • Maine: False Liens/ Encumbrances Against Public Employees and Public Officials • Minnesota: Annual Business Renewals • Montana: Certain County Recording Fees Increased • Oregon: Unclaimed Property Reporting Seminars • Pennsylvania: Corporate Scam • Washington: HB 1115 Amends Previously Passed RA9 Amendment • Various States: Upcoming SOS Holiday Closures • Vermont: Increases in Secretary of State Filing Fees UPCOMING EVENTS • Parasec Takes to the Streets EXTRA, EXTRA! • A Note from Matt • Client Profile: Daniel J. Schneider • Client Profile: Karen Iovino • Parasec Peep: Antoinette Granados C A R ASE FIND PINE AT: om/ ON L press.c asec.w ord rasec om/pa .c r e t it w .com http://t arasec www.p ar http://p INDUSTRY NEWS Arkansas: Benefit Corporations There’s no denying that benefit corporations are on the rise. To-date, legislation has been introduced and/or passed in more than 25 states (go to http://tinyurl.com/my7hwqn for a complete list). One of the latest states to authorize the formation of this relatively new type of business entity is Arkansas, where the governor recently signed into law House Bill 1510 (HB 1510). The bill, which permits the creation of this socially responsible, for-profit corporate structure, will become effective on July 27, 2013. To read more about HB 1510, visit the Arkansas State Legislature page dedicated to the Arkansas Benefit Corporation Act at http://tinyurl.com/AR-HB1510. Florida: Avoid the Dissolution of Your Entity Business entities—with the exception of not for profit corporations—that have missed the May 1, 2013 annual report deadline are already subject to a $400 late fee. This late fee is on top of the regular state filing fees, which varies depending on the type of entity. Furthermore, failure to file your annual report with the Florida Division of Corporations by the 3rd Friday of September will result in the dissolution or revocation of your entity. If you need assistance filing your annual reports, we’re here to help. Just give us a call at 800.533.7272. For an overview of annual reports and more information on the late fee, visit http://tinyurl.com/FLAROverview. Continued... 1.8 0 0.53 3.7272 • W W W.PA R A SEC .COM Maine: False Liens/Encumbrances Against Public Employees and Public Officials A NOTE FROM MATT President W ith the amendment to UCC’s RA 9 only partially adopted, filing and searching will be more complex than ever before. The model amendment provided two options for states to determine an individual’s debtor name. The “only if” rule (adopted in 33 states) provided that the debtor’s name is determined by driver’s license, and “only if” no driver’s license exists is the surname and first given name used. Six states adopted the “safe harbor” option, where filers can utilize either the name on the driver’s license or the surname and first personal name. Twelve states and D.C. have yet to enact the amendment at all, so there may be no changes in those states. Requirements that the organizational name be obtained only from the “Organic Public Document” (the actual physical document) clarifies years of ambiguity. Filers who have obtained debtor names from online systems may well see their filing become “seriously misleading.” Other obstacles will snare unsuspecting filers, such as the refusal to accept the revised UCC forms (revisions have removed required fields in some jurisdictions), non-uniform effective dates (such as 10 year filing periods), use of state ID cards in addition to driver’s licenses, and states changing from “safe harbor” to “only if” language in code. Additional issues will plague those responsible for searching UCC filings due to these changes. Three methods for determining debtor names, two sets of forms, non-uniform provisions, different lapse dates and the need to conduct multiple searches in some locations is the result of the amendments to RA9. UCC filing and searching is not uniform; luckily Parasec can help you mitigate that risk! 2 On May 29, 2013, Governor Paul LePage approved HP 167 (LD 206), which permits civil action by a public employee or public official to recover damages from anyone who knowingly files or attempts to file a lien or encumbrance against them without a legal basis, or with the intent that the false filing be used to harass or hinder their duties. The bill refers to a lien or encumbrance as a “recordable instrument,” and authorizes the public employee or official to recover damages in the amount of the value of the recordable instrument, as well as any legal costs attributable to bringing legal action. Furthermore, the bill includes a subsection regarding the expedited process for a court to review the filing of any false recordable instrument against a public employee or public official. More about the bill, which became effective immediately, can be found online at http://tinyurl.com/ME-LD206. Minnesota: Annual Business Renewals The state of Minnesota requires businesses registered with the Secretary of State’s office to file an annual renewal sometime during the calendar year. The form can be filed at any time, but will result in dissolution of the business entity if not filed by December 31, 2013. The following entity types are required to file a renewal annually: domestic and foreign corporations, LLCs, LLPs, LPs and non-profit corporations. If you need help with your filing, give us a call today at 800.533.7272. Don’t risk forgetting to file as the days pass by and the deadline draws closer. As Ben Franklin said, “Never leave till tomorrow that which you can do today.” Montana: Certain County Recording Fees to Increase House Bill 465 (HB 465), which went into effect on July 1, 2013, increased J U LY 2 013 -S E P T E M B E R 2 013 • 1.8 0 0. 5 3 3.72 72 • W W W. PA R A S E C .C O M some of the user fees charged by county clerks. The bill increased filing fees for some services including those for plats, surveys and accompanying documentation. These fees were first established in 1973 and haven’t been increased since, despite inflation. For more information on HB 465, visit http://tinyurl.com/MT-HB465. Oregon: Unclaimed Property Reporting Seminars Are you doing business in Oregon? If so, were you aware that all businesses operating in the state are required to report any unclaimed property they possess, provided they are unable to contact the rightful owner of the property? Affected property types include: checks that have not been cashed, credits to the client, bank accounts that are inactive, and deposits that are unapplied. In addition to those mentioned here, there are a multitude of other types of unclaimed property that are required to be reported. The Oregon Department of State Lands is offering how-to seminars to assist businesses with the specifics of how to comply with this important program. Some of the topics to be discussed include: an unclaimed property overview, how to complete and submit the required report, what types of property are covered, how to maintain your database of potential unclaimed items, and what is required when attempting to contact the owners. All of the seminars are being offered free of charge, and each attendee will receive course-related materials and handouts. Six seminars are scheduled during July and August. “I love your company. Makes my life so much easier.” ~ Carol A. Christian, Paralegal, Real Estate; Nexsen Pruet, LLC “I get such excellent service from Parasec, I will continue to send all my business to whomever gives me best (top notch, I might add) service.” ~ Maria Trotter, Paralegal For more information on seminar topics, dates and locations, visit the Oregon Department of State’s webpage dedicated to the free seminars, http:// tinyurl.com/OR-UnclaimedProp. Pennsylvania: Corporate Scam The Pennsylvania Department of State recently issued a consumer alert regarding misleading solicitations targeting businesses operating within the state. Two companies by the names of Pennsylvania Corporate Compliance Company and Corporate Records Service are behind the solicitations, which include seemingly official documents that are titled “Annual Meeting Disclosure Statement” and “2013 – Annual Minutes Form.” The deceptive mailings urge businesses to file information and pay a $125 fee by a certain date in order to maintain proper records; however, none of the information requested is required to be filed with the Department of State or the Secretary of the Commonwealth. The alert strongly recommends that these documents be disregarded by all companies that receive them. To read the consumer alert in its entirety, visit http://tinyurl.com/PA-Scam. Washington: HB 1115 Amends Previously Passed RA9 Amendment Back in late 2011, Washington state passed House Bill 1491, which, among other things, selected alternative B (the “safe harbor” option) as the means to determine the “correct” debtor name Continued... CLIENT PROFILES DANIEL J. SCHNEIDER, VICE PRESIDENT J.H. Snyder Co, Builders and Community Developers; Los Angeles, California How long have you been in your current position? I have been with the company for 16 years. What do you most enjoy about being in your particular field? Since I entered the commercial real estate field in 1987, I have enjoyed the fact that the day-to-day work is never the same. Working for a commercial real estate development company, actually seeing a project go from an idea to seeing it completed is truly very satisfying. What skills are most important to your position? First and foremost, the ability to perform multiple tasks simultaneously and adapt to the fact that priorities can change as quickly as the minute hand on a clock. A close second is the ability to concisely communicate the company’s needs to the vendors with whom we deal, whether insurance brokers, attorneys, suppliers, or consultants. Any tips on how to make yourself indispensable? I have always believed that no one is indispensable except the owner. Irreplaceable? Perhaps. That is to say, my position can always be filled by someone else, but the specifics of how I do my job cannot be replaced. If I put forth my best effort every day, I become an asset to the company. Where’s the most inspiring place you’ve ever been? The Grand Canyon. I just stood at the South Rim and looked out over the whole canyon. Awe-inspiring and certainly beats what I saw in my Viewmaster as a child. KAREN IOVINO, PARALEGAL - INTELLECTUAL PROPERTY Gilead Sciences, Inc.; Foster City, CA How long have you been in your current position? I have been happily working for Gilead Sciences, Inc. for over three years! What practice areas do you concentrate in? I am the lead paralegal for our oncology therapeutic area; however, I am heavily involved with the liver disease therapeutic areas, too. What do you most enjoy about being in your particular field? It’s all in the details! It’s a challenge to get everything correct for every person and country we deal with and on time. To be able to do it all, and have everyone onboard, then it’s golden. Any tips you might share on how to make yourself indispensable? I have always followed the Golden Rule: Treat others as you would like others to treat you, with kindness and accountability. Be a team member and lead with a positive attitude. May sound corny, but it’s worked for me for over 40 years in the legal business. Where’s the most inspiring place you’ve ever been? I love to volunteer my time, helping those less fortunate. Shelter Network helps those who’ve lost their homes get back on their feet. Awesome folks. J U LY 2 013 -S E P T E M B E R 2 013 • 1.8 0 0. 5 3 3.72 72 • W W W. PA R A S E C .C O M 3 PARASEC PEEP ANTOINETTE GRANADOS Accounting Associate Antoinette Granados has been a part of the Parasec family since 2005, but has worked in the accounting field for many years—starting out as a young girl working alongside her mother in accounts payable/receivable. Her years of accounting experience, insatiable thirst for knowledge and strong work ethic have made her an invaluable asset to the Parasec team and her clients. On top of all that, Antoinette is passionate about what she does and about helping her clients with any needs they may have. “My clients should know I’m always here to help them with any questions or concerns they may have,” Antoinette explained. “If I don’t know the answer, believe me, I will find someone that does.” In her free time, Antoinette can be found working out (which she does daily) and also spending time with her family. “You can always find me in the bleachers at my daughter’s basketball, track and field, tennis and softball games and at the gymnasium watching my youngest on uneven bars, vault, beam, etc.” for individuals in regard to UCCs. Then, in early 2013, new legislation was introduced proposing the previously passed RA9 amendment be changed from alternative B to alternative A (also known as the “only if ” option). On May 3, Governor Jay Inslee signed into law House Bill 1115 (HB 1115), successfully amending the previously passed revised RA9 amendment and making the change from option B to A. The effective date for section 34 of the bill, which is the section related to debtor names, is July 1, 2013. Vermont: Increases in Secretary of State Filing Fees Various States: Upcoming SOS Holiday Closures •LLC Annual Reports - Domestic: Fees will increase from $25 to $35; Foreign: Fees will increase from $125 to $140 Listed below are the holiday-related state government closures scheduled for July, August and September. This information may change without our knowledge, so please be sure to check with your state office for additional closures/updates that may not be included below. It’s also important to note that Parasec’s offices will also be closed on July 4 and September 2. In relation to the other dates below, our staff will be on hand to help clients. Don’t hesitate to call 800.533.7272 if you have any questions or need assistance. JULY July 4 – Independence Day: All States July 24 – Pioneer Day: UT AUGUST August 12 – Victory Day: RI August 16 – Statehood Day: HI August 16 – Bennington Battle Day: VT Effective July 1, 2013, consumers will see an increase in various state filing fees associated with work processed by the Secretary of State’s corporations division, including: •Business Entity Formations & Qualifications - Domestic & Foreign: Fees will increase to $125 •Corporation Annual Reports - Domestic: Fees will increase from $35 to $45; Foreign: Fees will increase from $175 to $200 •Certificates of Good Standing - Fees will increase from $20 to $25 The updated filing fee schedule can be found online at http://tinyurl.com/ VT-Fees. UPCOMING EVENTS Parasec Takes to the Streets Find us at this upcoming event: July 24-26 – WealthCounsel Planning for the Generations Symposium; Denver, CO We welcome any input you may have about what would make our newsletter more meaningful for you. Please email us your comments and/or suggestions! parasec@parasec.com. SEPTEMBER September 2 – Labor Day: All States “I just wanted to let you know Parasec is a wonderful company! I have been using Parasec exclusively for as long as I can remember. They always provide great service.” ~ Claudia Abbott, Poyner Spruill LLP 4 J U LY 2 013 -S E P T E M B E R 2 013 • 1.8 0 0. 5 3 3.72 72 • W W W. PA R A S E C .C O M