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Embassy and Consulate Closings in Early May
Updated April 26, 2016

In the event that you need documents legalized in early May, please note that a number of consulates and embassies will be closed early next week for holiday celebrations.  The name of the holiday varies, but is celebrated as May Day in some countries and Labor Day in others.
 

The processing time for the legalization of documents at affected embassies and consulates will likely be delayed by these closures. We have been able to confirm the following closings, but note that closings for this holiday may extend to embassies for other countries not listed here.

  • Chinese Consulate DC- Closed May 2nd
  • Ghana Consulate DC- Closed May 2nd
  • Indonesia Consulate DC- Closed May 5th and 6th
  • Kenyan Consulate DC- Closed May 2nd
  • Mozambique Consulate DC- Closed May 2nd
  • Thailand Consulate DC- Closed May 5th
  • Vietnam Consulate DC- Closed May 2nd and May 3rd
     

If you have any questions, or if you need to know if a specific embassy or consulate will be open on a particular date, feel free to contact your NCR service specialist.



NCR’s International Formation/Due Diligence CLE Seminar in Los Angeles on May 4th
Updated April 5, 2016

On Wednesday, May 4th, National Corporate Research, Ltd. (NCR) will be presenting a free 90-minute CLE seminar in Los Angeles, “Key Considerations in International Formation and Cross-Border Transactions.”  Space is limited, so if you want to attend, register now!


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 run from 9:30 AM to 11:15 AM, with a continental breakfast beginning at 9 AM.


This course is pending approval by the California MCLE Board for 1.5 MCLE credit hours and is pending approval from the National Association of Legal Assistants (NALA) for 1.5 CLE credit hours for paralegals.


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. If you are involved in international entity formation and financing transactions, you won’t want to miss this program.
 

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



Holiday Closings for April and May 2016
Updated March 21, 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 April and May. To download the list in PDF format, 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 April and May, 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.

 



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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