Veterans Day 2018 Closure

All State and County offices will be closed for observance of the Veterans Day holiday on Monday, November 12th.  In addition to this, all Unisearch offices will also be closed.

We encourage all to find ways to honor the service of our Veterans and Military Personnel.  We are grateful for the service that has been rendered on our behalf.

 

Maryland Registered Agent Requirements

Maryland Senate Bill 82 was signed by the governor April 10, 2018, with an effective date of October 1, 2018. The bill requires corporations, limited liability partnerships, limited partnerships, and statutory trusts to have a resident agent, rather than at least one resident agent.  The bill also alters the effective date of a resident agent’s resignation for these entities, as well as for limited liability companies and foreign corporations, to reflect these entities having only one resident agent.

Idaho Statement of Termination

Idaho House Bill 361 was signed by the governor April 1, 2018, with an effective date of October 31, 2018. The bill removes the fee associated with filing a Statement of Termination for a partnership, consistent with legislation enacted in 2017 that removed similar fees for dissolving other business entities. This avoids the process of having to administratively terminate the partnership. It also modernizes an existing $20 surcharge that currently is charged for filing a non-typed record. The bill also applies the surcharge to any form that is not generated by the Secretary of State's Electronic Filing System, applying the surcharge only to documents that will require manual data entry processes. It also sets the effective date of the projected launch of the new electronic filing system.

Changes to Colorado Charitable Solicitations Act Effective October 1, 2018

Message from Colorado Secretary of State:

Several significant changes in law took effect on Monday, October 1, 2018, as summarized below.

The first change you might see is a notice from our office that your registration has expired. As part of the transition from the previous schedule and content of notifications to the new notification process, the secretary of state will re-set organizations in a delinquent status to the new “expired-may not solicit” status. Organizations will have an opportunity to renew without penalty, if they renew within seven days of the second notice of expiration. Organizations affected are those that were delinquent but not yet suspended as of 12:01 AM on October 1, 2018.

 Registration statements

A charitable organization's registration is valid until the day on which the required financial report is due and may be renewed upon application to the secretary of state and payment of the registration fee and any assessed fines.

Charities will no longer be fined and suspended automatically for failure to timely renew a registration. Instead, fines will be assessed when an organization reinstates its registration and discloses that it should have been registered earlier, i.e. that it should not have allowed its registration to expire. Previously charity registrations were suspended and fines were assessed on the 61st day after the renewal deadline.

The registrations of paid solicitors and professional fundraising consultants will continue to be effective until the anniversary date of their initial registration, at which point they will expire. Like charities, paid solicitors and professional fundraising consultants will be allowed to renew without penalty if they do so within seven days of the second notice of the expired registration. Previously those registrations were suspended on the 61st day after the renewal deadline.

The registration of a paid solicitor still may be suspended for failure to timely file a solicitation campaign financial report.

 Amendments

A charity must report any changes of name, address, principals, corporate forms, tax status, and any other changes that materially affect the identity or business of the charity to the SOS within 30 days after the change.

 Expiration and withdrawal

A charitable organization that withdraws its registration or allows its registration to expire must, on or before the date of withdrawal or expiration, file a final financial report that includes information through the last date on which the organization solicited contributions in Colorado.

If no solicitation activity has occurred in Colorado since the fiscal year-end of the last approved financial report, you may simply allow the registration to expire.

A charity that is required to register cannot solicit contributions in Colorado or participate in a charitable sales promotion prior to reinstatement of an expired registration.

 Fines

Any registrant who, after sufficient notification, fails to properly register, renew a registration, file a financial report, or file a solicitation campaign financial report by the end of the seventh day following the issuance of the final notice, is liable for a fine in an amount established by rule.

The fine for charities that fail to timely file a renewal, financial report, or an amendment to replace initial estimates with actual financial information is $60 per overdue report for charities, and $200 per overdue renewal for paid solicitors and professional fundraising consultants. A charitable organization that fails to timely renew its registration and fails to file the financial report is only subject to a single fine for the failure to renew its registration.

The fine for soliciting before registering is $300 per year for a charitable organization or $1,000 per year for paid solicitors.

If a paid solicitor fails to file a solicitation notice at least 15 days before commencing a solicitation campaign, the secretary of state shall assess a $200 fine against the paid solicitor, at the time the paid solicitor files the solicitation notice.

 Notifications

The secretary of state will mail two notices by first-class mail to the address of record for the charitable organization, professional fundraising consultant, or paid solicitor when an organization’s registration expires. Organization can avoid fines by renewing within 18 days of the expiration date (i.e. within seven days of the second notice). After that, the organization must reinstate its registration and pay a fine for the overdue renewal.

The secretary of state will continue to send courtesy reminders of the approaching expiration date by email to the organization’s authorized officer and, if applicable, third-party preparer.

 Registered agent no longer required

It will no longer be necessary to name a registered agent on filings required by the Colorado Charitable Solicitations Act. Beginning October 1, 2018, the secretary of state will no longer send notifications to a registered agent named on earlier filings.

However, the requirement in the Colorado Corporations and Association Act to file a Statement of Foreign Entity Authority remains, and that filing does require a registered agent (see 7-90-801(5), C.R.S.).

Oregon Business Alert

Many Oregon businesses have reported receiving questionable solicitations entitled "2018 - Annual Report Instruction Form" or “State Annual Report Renewal Notice.”  These forms, sent by two out-of-state companies, "Workplace Compliance Services" and “Filing Labor Compliance Services,” can be easily mistaken for correspondence from the State of Oregon. They are not.

Despite appearances, the questionable Annual Report Instruction Form​ was not sent by the Secretary of State Corporation Division. The address listed to return a check is in fact a mailbox at a Salem UPS store. The questionable solicitation offers to file your Annual Report for an extra $75.00 “processing fee,” which is not required by Oregon law. Don’t waste your hard-earned money!

If you would like to see if your Annual Report is due to be filed with our office, please visit sos.oregon.gov/bizsearch​. The easiest way to register a business or file annual reports is through our online e-filing service. Additionally, we send reminders in the mail when Annual Reports are due. Included in that mailing will be the official Annual Report form for your use if you prefer to file via mail instead of online.

If you ever have questions about whether a solicitation is legitimate, please call the Corporations Division at 503-986-2200 or check our Scam Alerts page.

Official communications or forms from the Corporation Division always include the following elements:

(1) the Oregon state seal,

(2) the Corporation Division address: 255 Capitol St. NE, Suite 151 – Salem, OR 97310, and

(3) the Corporation Division phone number: 502-986-2200.

In addition, the outer envelope will specify that it is from the “Secretary of State - Corporation Division.”

Maryland Filing Rejections

As of October 18, 2018, the MD SDAT will not retain the original submission date for any filings that are rejected (even those submitted with expedited filing) for any of the following reasons:

  • the filing does not conform with the law;
  • the requested entity or trade name is not available; or
  • the wrong filing fee has been submitted.

The MD SDAT will retain the original submission date for documents rejected in error.

New Hampshire LLC Mergers

New Hampshire Senate Bill 425 was signed by the governor June 8, 2018, with an effective date of August 7, 2018. The bill modifies requirements for LLC mergers and eliminates fiduciary rights of former LLC members.

Illinois Conversions

Illinois Senate Bill 3398 was signed by the governor and became effective August 14, 2018. The bill amends the Limited Liability Company Act and the Professional Limited Liability Company Act to permit the conversion of a LLC to a professional LLC requiring no filing fee. The bill also requires a professional limited liability company’s name to contain “PLLC”. In addition, the bill provides for certificates of registration to expire on January 1, 2019 and on January 1 of every third year thereafter for professional LLCs, professional service corporations and medical corporations.

New Hampshire ReInstatements

New Hampshire Senate Bill 413 was signed by the governor June 8, 2018, with an effective date of August 7, 2018. The bill allows LLCs to apply to the Secretary of State for late reinstatement if more than 3 years have expired since the effective date of dissolution. In addition, the bill provides standards to determine if entity names are distinguishable.

Delaware LLC News

Delaware Senate Bill 183 became effective August 1, 2018. The bill authorizes an LLC to divide into one or more newly formed domestic LLCs. Upon dividing, the LLC can either continue or terminate its existence. In addition, the bill authorizes the creation of statutory public benefit LLCs with the purpose of benefiting the public.

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