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NCR’s NYC International Formation/Due Diligence CLE Seminar on June 9th
Updated May 19, 2016

On Thursday, June 9th, National Corporate Research, Ltd. (NCR) will be presenting a free 2-hour CLE seminar in New York City, Key Considerations in International Formation and Cross-Border Transactions.

This program is for newly admitted and experienced attorneys, paralegals and other business professionals involved in international corporate formation and deals. The focus will be on business entity formation in key countries, along with associated maintenance and regulatory requirements. The seminar also covers financing transactions involving international companies, including the role of the process agent and what public records are available for the due diligence process.

The topics to be covered include:

  • How the Regulatory Climate Affects the Choice of Formation Jurisdiction
  •  Why Certain Popular Jurisdictions are Chosen:
    - Cayman Islands, British Virgin Islands, UK and Hong Kong
  • Entity Maintenance/Reporting/Compliance Requirements
  • The Role of a Process Agent in Cross-Border Transactions
  • Availability of Corporate Records and Liens Related to Secured Transactions and Litigation

 AND MUCH MORE!

The seminar will be held in the Times Square area and will run from 9:30 AM to 11:30 AM, with a continental breakfast beginning at 9 AM.

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 2.0 credit hours, of which 2.0 credit hours can be applied toward the Professional Practice requirement.

Helpful charts and reference information will be provided to all attendees in the handout materials. If you are involved in international entity formation and financing transactions, you won’t want to miss this program!

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 lot of interest in this program so if you’d like to attend, register now to reserve your seat.
 

Click here for more details about the seminar and to access the registration form. 



Holiday Closings for June and July 2016
Updated May 16, 2016

To assist you in planning closing dates and avoiding unpleasant surprises, National Corporate Research (NCR) has compiled a list of U.S. state holiday closings for June and July. To download the list in PDF format, click here secure. To view remaining May holidays, click here secure.   

 

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 June and July, click here. secure To view remaining May holiday, click here.  secure  

 

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.

 



America’s Charities and National Corporate Research Partner to Offer Discounted Charitable Solicitation Registration/Renewal and Related Services
Updated May 5, 2016

Washington, D.C. – May 5, 2016 – America’s Charities, the leader in workplace fundraising for nonprofits, today announced a new partnership with National Corporate Research, Ltd. (NCR) to provide America’s Charities’ nonprofit members a discount on NCR’s charitable solicitation registration and renewal services, sales tax exemption services, statutory representation and state corporate compliance services. The partnership is the latest in the benefits and discounted resources available to America’s Charities members.
 

“America’s Charities’ new partnership with National Corporate Research fills a critical need for the nonprofits we serve,” said Jim Starr, COO and Chief Business Development Officer of America’s Charities. “Our members spend precious time and resources on their charitable registration compliance every year. Our alliance with NCR, the leader in their field, helps to streamline those services at a discount. This is just another opportunity we provide our members to decrease costs while increasing effectiveness.”

 

To read the rest of the press release, click here.



Ontario Personal Property Security Act Changes Where to File and Search
Updated January 12, 2016

The new revisions to Ontario’s Personal Property Security Act (which is similar to the U.S. Uniform Commercial Code) change where registrations of secured transactions are made, depending on the collateral being secured.  When conducting searches in Canada, both the old rules and the new rules should be considered until 12/31/2020, which marks the end of the transition period.

 

Here is a chart that outlines the changes:

 

Collateral

Where a Registration is made  After 12/31/2015 (New)

Where a Registration was made Before 12/31/2015 (Old)

Intangible Property

Jurisdiction of Formation

Location of Head Office of Company

Mobile Property (such as transport vehicles)

Jurisdiction of Formation

Location of Head Office of Company

Instruments (checks, leases) where Secured Party does not have physical possession

Jurisdiction of Formation

Location of Head Office of Company

Tangible Goods

Location of the Property

Location of the Property

 

Example:
Company was formed in Delaware and has a head office location in Toronto, Ontario.  Under the old Ontario law, a registration against intangible property would be made in Ontario and, to comply with Article 9 of the U.S. UCC, a filing in Delaware would likely be made. Under the new Ontario law, only a filing in Delaware would be needed. 

 

Transition Rules:

  1. A security interest perfected under the old rules will continue to be perfected until 12/31/2020.
  2. A security interest perfected under the old rules will be deemed continuously perfected if it is registered under the new rules before 12/31/2020.

 

Note that this only affects Ontario. All other provinces, except Quebec, still require PPSAs to be filed in the location of the head office of the company for intangible property and the location of the property for tangible goods. In situations where the laws of two provinces conflict (for example a company formed in Ontario that has its head office in British Columbia), the recommendation is to file in both jurisdictions.



Delaware No Longer Accepting Paper UCC Filings
Updated December 14, 2015

Effective December 1, 2015, the Delaware Division of Corporations no longer accepts paper UCC filings submitted directly to the state via mail, courier or fax.  Rather, the Division requires all UCC filings be submitted by an Authorized Filer or electronically via Delaware’s e-UCC web application. 
 

Following is a summary of the three methods of submission permitted by the Division:

  1. Authorized Filers with direct access to the Delaware Corporation Information System (DCIS), such as National Corporate Research, Ltd (NCR), can perform the data entry and upload the paper filings into DCIS. The Division of Corporations’ staff will review and verify the document and data entry for statutory compliance before approving the filing.
     
  2. Filings can be submitted via XML electronic filing utilizing online applications such as NCR’s UCC ProFile, which allows our clients to create, manage and track their financing statements 24/7. (Nothing changed for clients who had been choosing the electronic filing method for Delaware filings in UCC ProFile.)
     
  3. Filings can be submitted via the Division’s e-UCC web application.

 

Additional Delaware statutory fees are applied to UCC filings with multiple pages and/or filings with more than two debtors. Delaware’s various expedited levels of service and expedite fees remain the same.

 

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