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Delaware Closed Friday, 9/4; Changed Schedule on Thursday, 9/3
Updated August 27, 2015

The Delaware Division of Corporations will be implementing a new computer system over the Labor Day weekend and will be closed on Friday, September 4th. The Division will also be closing early on Thursday, Spetember 3rd resulting in changed deadlines for priority service. During the time the Division of Corporations is closed, no business entity* or UCC filings can be made and no searches or retrieval can be conducted. For a short time thereafter, delays are expected as the Division works to catch up after the closure.

 

Changed Deadlines for Thursday, September 3rd 

Since the Division is closing at 4:30 p.m. on Thursday, September 3rd, revised cut-off times will apply for receipt of filings. All priority submissions (1-hour, 2-hour, same day and 24-hour) must be received by the Division of Corporations by 12 noon Eastern Time. (Please plan on getting your filings to us no later than 11:00 AM to give us time to review and submit them.) The Division expects to process all priority submissions (other than 24-hour) that day. Any 24-hour submissions received by noon Eastern Time on Thursday, September 3rd will be processed in the order received with completion targeted for Tuesday, September 8th -- within a 24-hour business day. The Division will begin accepting expedited and regular filings requests immediately after the Labor Day holiday beginning Tuesday, September 8th at 8 AM.

 

Emergency Business Entity Filings

*In the event you require an emergency business (not UCC) filing during this time, please contact us for assistance. Such filings will be processed manually on a “best efforts” basis on Friday, September 4th for a fee of $7,500 per filing in addition to standard filing fees. The state has indicated that customers should expect processing delays and service cannot be guaranteed on that date. Therefore, the Division is strongly encouraging customers to adjust closings and other deadlines accordingly. 

 

To minimize the impact on filers, the Division will declare an “extraordinary condition” starting at 4:31 PM Eastern Time on Thursday, September 3rd. It will remain in effect through 10:30 PM Eastern Time on Friday, September 18th. This is in anticipation of possible technical issues that may arise during the first two weeks of the new system implementation. This declaration will enable customers to receive a filing date and time between 4:31 PM ET, September 3rd through Friday, September 18th provided such request is in accordance with statutory requirements [see 8 Del. C., §103 (i)(1)]. Any such requests for an earlier file date and time must be received no later than close of business on Tuesday, September 22nd. Note that the declaration of an “extraordinary condition” does not apply to UCC filings.

 

Changed Hours for Two Weeks Following Closure

The Division of Corporations currently plans to offer the following operating hours (subject to change) during the first two weeks after the implementation of the new computer system (Please note that you should plan to get your filings to us well before these deadlines to give us enough time to review and submit them):

  • September 8th through September 11th  -- 8 AM to 5 PM Eastern Time. All 1-hour, 2-hour and same day submissions must be received by 1 PM Eastern Time.  24-hour and all other submissions are due by 5 PM Eastern Time.
  • September 14th through September 18th – 8 AM to 8 PM Eastern Time. All 1-hour and 2-hour submissions must be received by 5 PM Eastern Time. All other expedited cut-off times will return to normal (same day 2 PM Eastern Time and 24-hour by 7 PM Eastern Time) and all other submissions are due by 8 PM Eastern Time.

 

If you have any questions, feel free to contact your NCR service specialist.




Where to File UCC3s in Georgia
Updated August 27, 2015

As most of our clients know, UCCs are filed at the county level in Georgia, rather than with the Secretary of State. Per Georgia’s Article 9 statute, the proper place to file in order to perfect a non-real estate-related security interest is in the office of the clerk of the superior court of any county in the state (§ 11-9-501). Once filed, the UCCs are indexed in the Georgia Superior Court Clerks’ Cooperative Authority (GSCCCA) central filing system. A searcher is, therefore, able to find UCC filings that were made in any county by searching the central filing system.
 

It has been a long-held belief that Georgia requires UCC3 amendments to be filed in the same county where the UCC1 was filed, despite the fact that there is no such requirement in Georgia’s Article 9 statute or in the state’s UCC Administrative Rules. While that was once the practice, we have recently confirmed with the Communications Director for the GSCCCA that UCC3s can be filed in any county in Georgia regardless of where the UCC1 was filed.




Holiday Closings for August and September 2015
Updated July 20, 2015

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 August and September. 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 August and September, 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.

 




Delaware Enacts Amendments to Corporation, LLC, LP and Partnership Laws
Updated June 29, 2015

On June 24, 2015, Delaware Governor Markell signed the following bills into law amending the state’s business entity statutes:

 

  • Senate Bill No. 75 - amends the Delaware General Corporation Law, Title 8, Chapter 1, Sections 101-398.
  • Senate Bill No. 78 - amends the Delaware Limited Liability Company Act (Delaware Code, Title 6, Chapter 18, Sections 18-101-18-1109)
  • Senate Bill No. 77 – amends the Delaware Revised Uniform Limited Partnership Act (Delaware Code, Title 6, Chapter 17, Sections 17-101-17-1111)
  • Senate Bill No. 76 – amends the Delaware Revised Uniform Partnership Act (Delaware Code, Title 6, Chapter 15, Sections 15-101-15-1210)

 

Most provisions of these bills will become effective on August 1, 2015, with some exceptions.

 

For a short summaries of the highlights of these bills, see the following postings on our Corporate Transactions and Compliance blog:

 

Delaware Amends General Corporation Law

 

Delaware Enacts Amendments to LLC, LP and Partnership Laws

 




Nevada to Increase Certain Fees on July 1, 2015
Updated June 12, 2015

As a result of the recent enactment of Senate Bill 483 of the 2015 Nevada Legislature, the following fee increases will be effective July 1, 2015:

 

       • Annual List and Initial List fees will increase by $25 for all entity types.

 

       • State Business License Fees will increase from $200 to $500 for corporations formed under NRS Chapters 78, 78A, 78B, 80 and 89.

 

Note that any Annual or Initial List or Business License application for August or earlier, received prior to July 1, 2015 will be assessed the pre-July fees.

 

Fees for reinstatements and revivals received after July 1, 2015 will be calculated based on the new fees, even if for prior years.




New Jersey to Require Electronic UCC Filing starting on July 1, 2015
Updated June 9, 2015

Effective July 1, 2015, all UCC financing statements must be filed electronically with the New Jersey Department of Revenue and Enterprise Services (DORES) unless the filer applies for and receives a special exemption.  Without the exemption, paper UCC filings received by the state on or after July 1, 2015 will be rejected, regardless of when they were mailed. The new e-filing requirement was established by rules outlined in  N.J.A.C. 17:33, which were readopted by the New Jersey State Treasurer on April 8, 2015.

 

If a UCC filer is unable to meet the electronic filing requirement, a written exemption may be submitted to the New Jersey Division of Revenue and Enterprise Services.  “The request must certify that the electronic filing requirement would pose undue hardship on the submitter”

 

For additional information concerning New Jersey’s e-filing requirement, click the links below:

 

If you have any questions, feel free to contact your National Corporate Research service specialist.