NCR’s NYC Conversions, Mergers and Domestications CLE Seminar on Sept. 18th
Updated August 22, 2014
How does an entity change entity type and/or jurisdiction?
National Corporate Research, Ltd. (NCR) will be presenting a free CLE seminar, “Changing Entity Type: Conversions, Cross-Entity Mergers and Domestications” on Thursday, September 18, 2014, in New York City. This seminar is for newly admitted and experienced attorneys, paralegals and other legal/financial professionals involved in entity formation and corporate transactions.
The topics to be covered include:
- Why Are Conversions Done?
- Overview of the Model Entity Transactions Act, including a comparison to Delaware’s conversion statute
- When Conversions Can’t Be Done
- Post-Conversion/Cross-Entity Merger Requirements
AND MUCH MORE!
National Corporate Research, Ltd. has been certified by the New York State Continuing Legal Education Board as an Accredited Provider of continuing legal education. This course has been approved in accordance with the Board for a maximum of 1.5 credit hours, of which 1.5 credit hours can be applied toward the Professional Practice requirement.
The seminar will be held at the Executive Conference Center in midtown Manhattan and will run from 9:30 AM to 11:00 AM, with a continental breakfast beginning at 9:00 AM.
While there is no fee to attend the seminar, advance registration is required. Since space is limited, we will accept registrations on a “first come, first served” basis. We expect a high level of interest in this program, so register now to reserve your seat!
Click here for more details and to register.
Paraguay to Begin Accepting Apostilles on August 30, 2014
Updated July 28, 2014
Consular or Embassy Legalization Will No Longer Be Needed Consular or Embassy Legalization Will No Longer Be Needed
Please note that effective August 30, 2014, documents destined for use in Paraguay will no longer require consular or embassy legalization. An apostille from the appropriate Secretary of State or U.S. Department of State will be accepted. However, as the Federal Republic of Germany raised an objection to the accession of Paraguay, the convention will not enter into force between Germany and Paraguay.
Registered clients of National Corporate Research, Ltd. (NCR) can download a complete list of countries and territories that are party to the Hague Convention Abolishing the Requirement of Legalization from the Authentication and Legalization Resources page of our website. On this page, you will also find our list of useful Authentication/Legalization websites and our list of notary search websites where you can verify the status of notaries.
If you have any questions, please feel free to contact your NCR service specialist.
If you have any questions, please feel free to contact your NCR service specialist.
Delaware Governor Approves Business Entity Amendments
Updated July 21, 2014
On July 15, 2014, Delaware Governor Jack Markell signed into law House Bill No. 327, House Bill No. 326 and House Bill No. 328.
House Bill No. 327 amends the Delaware Limited Liability Company Act (Delaware Code, Title 6, Chapter 18, Sections 18-101 through 18-1109), House Bill No. 326 amends the Delaware Revised Uniform Partnership Act (Delaware Code, Title 6, Chapter 15, Sections 15-101 through 15-1210) and House Bill No. 328 amends the Delaware Revised Uniform Limited Partnership Act (Delaware Code, Title 6, Chapter 17, Sections 17-101 through 17-1111). Section number citations refer to related sections in these Acts, unless otherwise indicated.
The amendatory legislation will become effective on August 1, 2014.
Highlights of the amendatory legislation include the following:
Provision of Information to Communications Contact
Sections 18-104(g) and 17-104(g) are amended to require an LLC/LP upon the request, either written or by electronic transmission, of the LLC’s/LP’s communications contact to provide the name, business address and business telephone number of a natural person with access to the record that contains the name and address of each member and manager of the LLC/name and address of each partner of the LP required to be maintained pursuant to Section 18-305(h)/Section 17-305(g).
Member/Limited Partner Consent
Section 18-302(d) and 17-302(e) are amended to state that unless otherwise provided in an LLC agreement/partnership agreement, if a person (whether or not then a member)/(whether or not then a limited partner) consenting as a member/limited partner to any matter provides that such consent will be effective at a future time (including a time determined upon the happening of an event), then such person will be deemed to have consented as a member/limited partner at such future time so long as such person is then a member/limited partner.
Request for Records
Sections 18-305, 17-305 and 15-403 are amended to provide that each member of an LLC/limited partner of an LP/partner of a partnership may request to view books and records in person or by attorney or other agent.
A new subsection is added to Sections 18-305 and 17-305 which requires an LLC/LP to maintain a current record that identifies the name and last known business, residence or mailing address of each member or manager/partner.
Manager/General Partner/Partner Consent
Sections 18-404(d),17-405(d) and 15-407(d) are amended to state that unless otherwise provided in an LLC agreement/partnership agreement, if a person (whether or not then a manager/general partner/partner) consenting as a manager/general partner/partner to any matter provides that such consent will be effective at a future time (including a time determined upon the happening of an event), then such person will be deemed to have consented as manager/general partner/partner at such future time so long as such person is then a manager/general partner/partner.
Sections 18-806 and 17-806 are amended to provide additional methods for modification and revocation of dissolution.
For more details, review the full text of the bills:
Delaware Amends General Corporation Law
Updated July 21, 2014
On July 15, 2014, Delaware Governor Markell signed House Bill Number 329 into law which amends the Delaware General Corporation Law, Title 8, Chapter 1, Sections 101- 398. Section numbers cited below refer to sections in the Delaware General Corporation Law. The bill is effective on August 1, 2014, except that Section 7 shall only be effective with respect to merger agreements entered into on or after August 1, 2014. Highlights of the bill include:
Section 103(a)(1) is amended to delete limitations on the reason for the incorporator's unavailability to execute the Certificate of Incorporation and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the Certificate of Incorporation.
Organization Meeting of Incorporators or Directors
Section 108 is amended to provide that if any incorporator is unavailable, then any person for whom or on whose behalf the incorporator was acting, directly or indirectly, as an employee or agent, may take any action that such incorporator would have been authorized to take under Section 108 or Section 107 (incorporators’ powers). Any instruments signed by such other person must include the unavailability of the incorporator and the reason that incorporator was acting directly or indirectly as employee or agent for on behalf of such person, and that each person’s signature on such instrument or participation in such meeting is otherwise authorized and not wrongful.
Board of Directors
Section 141(f) is amended to provide that any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made. Such consent will be deemed to have been given for purposes of Section 141 (f) at such effective time so long as such person is then a director and did not revoke a consent prior to such time. Any such consent will be revocable prior to its becoming effective.
Delivery of Voting Trusts
Section 218(a) and (b) are amended to provide the option of delivering a voting trust agreement or any amendment thereto to the corporation's principal place of business instead of the corporation’s registered office.
Section 228(c) is amended to state that any person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent will be at a future time (including a time determined upon the happening of an event) no later than 60 days after such instruction is given or such provision is made. For purposes of Section 228, if evidence of such instructions or provisions is provided to the corporation, such later effective time will serve as the date of signature. Unless otherwise provided, any such consent will be revocable prior to its becoming effective. The amendment to Section 228 differs from that to Section 141(f) because it does not expressly provide that a person executing consent does not need to be a stockholder at the time the consent is signed.
Amendment to Certificate of Incorporation after Receipt for Stock Payment
Section 242 is amended to allow corporations to amend Certificates of Incorporation to delete (i) such provisions of the original certificate of incorporation which named the incorporator or incorporators, the initial board of directors and the original subscribers for shares and (ii) such provisions contained in any amendment to the Certificate of Incorporation as were necessary to effect a change, exchange reclassification, subdivision, combination or cancellation of stock. No meeting or vote of stockholders will be required for these changes or for an amendment to change the corporate name, unless otherwise expressly required by the Certificate of Incorporation. Notices of special or annual meeting must set forth the amendment in full or a brief summary of the changes to be effected thereby unless such notice constitutes a notice of internet availability of proxy materials under the rules promulgated under the Securities Exchange Act of 1934. Then, the summary or amendment in full is not required.
Merger or Consolidation of Domestic Corporations
Important amendments to Section 251 include the following: (1) Removal of subsection 4 which had disallowed the use of Section 251(h) at the time when a party to the merger agreement was an “ interested stockholder” (as defined in Section 203) of such constituent corporation. (2) Provides that a corporation consummates a tender or exchange offer for any and all of the outstanding stock of such constituent corporation on the terms provided in such agreement of merger that, absent this subsection, would be entitled to vote on the adoption or rejection of the agreement of merger; provided, however, that such offer may exclude stock of such constituent corporation that is owned at the commencement of such offer by: (i) such constituent corporation; (ii) the corporation making such offer; (iii) any person that owns directly or indirectly all of the outstanding stock of the corporation making such offer or (iv) any direct or indirect wholly-owned subsidiary of any of the foregoing. (For purposes of this section, consummation means irrevocably accepting for purchase or exchange stock tendered pursuant to a tender or exchange offer.) The amendatory legislation further provides that each outstanding share of each class or series of stock of the constituent corporation that is the subject of and not irrevocably accepted for purchase or exchange in the offer referred to in paragraph(h) (2) of this section is to be converted in such merger into, or into the right to receive, the same amount and kind of cash, property, rights or securities to be paid for shares of such class or series of stock of such constituent corporation irrevocably accepted for purchase or exchange in such offer.
For details about all of the changes to the Delaware General Corporation Law, review the full text of House Bill Number 329.
Holiday Closings for August and September 2014
Updated July 17, 2014
To assist you in planning closing dates and avoiding surprises, National Corporate Research, Ltd. (NCR) has compiled a list of U.S. state holiday closings for August and September 2014. To download the list in PDF format, click here .
For clients who work on international transactions, we have also compiled a list of corporate registry holiday closures in select countries. To access our international list of holiday closings for August and September, click here .
Please note that some jurisdictions declare holidays at the last minute. So if a particular filing date is important to you, contact your NCR service specialist and we will double check at that time to ensure the filing office will be open on the date you are interested in. Also note that as we become aware of any changes to the holiday closing lists, we will post updated versions of the lists to this page of our website.
If you have any questions, feel free to contact your NCR service specialist.
Subscribe to our updates to receive e-mail alerts of holiday closings every two months.
New 1023-EZ Form Makes Applying to be Tax-Exempt Easier for Most Charities
Updated July 3, 2014
On July 1st, the IRS released a new, shorter application form, Form 1023-EZ, to help small charities apply for 501(c)(3) tax-exempt status more easily. Most organizations with annual gross receipts of $50,000 or less and assets of $250,000 or less are eligible (see news release for details). The change will allow the IRS to speed the approval process for smaller groups and free up resources to review applications from larger, more complex organizations while reducing the application backlog. The new 1023-EZ form must be filed on www.pay.gov, accompanied by a $400 user fee. The instructions include an eligibility checklist that organizations must complete before filing the form.
Arizona Enacts the 2010 Article 9 Amendments
Updated April 28, 2014
Arizona recently joined the majority of states/jurisdictions by enacting the 2010 Article 9 Amendments. Senate Bill 1046 was signed by the Governor of Arizona on April 22, 2014 and became effective immediately.
The Arizona Secretary of State’s office is now accepting the new forms and will continue to accept the old forms until May 23, 2014. Note that during this transition period, if the collateral involved is held in a trust or is being administered by a decedent’s personal representative, it may be advisable to submit your filing on the new form since the language in the associated checkboxes has changed substantially. (To obtain our chart outlining which forms are being accepted in each central filing office, visit the Article 9 Forms page of the National Corporate Research website.)
Article 9 Amendments Recap
At this point in time, all but three states have enacted the Article 9 Amendments so we thought our readers might appreciate a brief recap of some key points.
To read the rest of this article, visit our Corporate Transactions and Compliance Blog.
Delaware Increases Franchise Tax and Annual Tax
Updated April 22, 2014
On April 15, 2014, Delaware Governor Jack Markell signed House Bill No. 265, as amended by House Amendment Numbers 1 and 3, into law. The bill increases the annual tax paid by alternative entities and the minimum corporation franchise tax. While the legislation has a retroactive effective date of January 1, 2014, the Delaware Division of Corporations has announced that they will delay the enforcement of the new tax rates until July 1, 2014.
For most filers, the increase will have no effect until 2015 when they pay their 2014 taxes. However, entities that are dissolving, cancelling, converting or merging out of existence in 2014 must pay their taxes up to the date of filing. The 2014 tax that must be paid prior to filing will be based on the current (old) rates through June 30, 2014. The new rates will be applicable starting July 1, 2014.
To view our chart comparing the old and new rates, click here.
To view the full text of House Bill 265, as amended, click here.
If you have questions, feel free to contact your NCR corporate specialist.