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
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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...
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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!
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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
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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.
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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!
[email protected].
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
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