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Burundi to Begin Accepting Apostilles on February 13, 2015
Updated January 23, 2015

Please note that effective February 13, 2015, documents destined for use in Burundi 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, the following countries have raised an objection to the accession of Burundi, meaning that the convention will not enter into force between these countries and Burundi: Austria, Germany, Czech Republic and Poland)

 

Registered clients of 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/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 are a client of NCR and would like to apply for a password, click here.      

 

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




Appeals Court Rules in Favor of Unsecured Creditors in GM Bankruptcy Case
Updated January 22, 2015

On January 21, 2015, the U.S. Court of Appeals for the Second Circuit ruled that the $1.5 billion loan made to General Motors Co. prior to its 2009 Chapter 11 bankruptcy filing was unsecured debt as a result of a UCC3 termination statement that was filed in error. The court held that “although the termination statement mistakenly identified for termination a security interest that the lender did not intend to terminate, the secured lender authorized the filing of the document, and the termination statement was effective to terminate the security interest.”

 

In the initial stages of the Chapter 11 proceeding, the loan was repaid. This ruling will enable unpaid creditors from the 2009 bankruptcy to ask JPMorgan Chase Bank N.A. and its group of lenders to return the money so that it can be claimed by all of the unsecured creditors of the old General Motors.

 

To view the details of this ruling, click here.

 

For more background on this case, see our previous blog article, Delaware Supreme Court Finds Mistaken UCC Termination Statement Effective.




Holiday Closings for February and March 2015
Updated January 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 February and March. To download the list in PDF format, click here.  secureTo view remaining January 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 February and March, click here secure. To view remaining January holidays, 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.

 




New York Enacts Article 9 Amendments
Updated December 18, 2014

On December 17, 2014, New York Assembly Bill 9933, which amends Articles 1, 7 and 9 of the Uniform Commercial Code, was signed into law by Governor Andrew Cuomo. This legislation became effective immediately.

 

As discussed in our previous update, New York’s version of the Article 9 Amendments includes Alternative A for individual debtor names (§ 9-503), thus requiring UCC financing statements to provide the name indicated on the individual debtor’s unexpired driver’s license or other state-issued photo ID card. If the debtor does not have a current driver’s license or state-issued ID card, the financing statement must provide the debtor’s surname (last name) and first personal name.

 

The omission of the transition provisions (Part 8) from New York’s enactment of the 2010 model Amendments to Article 9 may create issues that secured parties will need to address. For more information on this, and other key omissions from the model amendments, see the previous posting we made to our Corporate Transactions and Compliance blog.




Certain New York Corporate Taxes Repealed Effective January 1, 2015
Updated December 10, 2014

On March 31, 2014, New York Governor Andrew Cuomo signed Budget Bill S6359D-2013 into law as Chapter 59, Laws of 2014. The bill includes a repeal of Sections 180 and 181 of the tax law affecting corporations effective January 1, 2015.

 

Section 180 of Article 9 (the Tax Law) imposed an organization tax and taxes on changes of capital for domestic corporations. Currently, corporations pay a tax based on the number of authorized shares when filing organization documents or amendments that increase the number of authorized shares. The tax was .05% of the value of par value shares and $.05 for each no par value share. The minimum tax under this statute was $10. 

 

Under Section 181, foreign corporations are required to pay a license fee for the privilege of carrying on business in New York (minimum fee $10). Additionally, Section 181 required foreign corporations disclaiming tax liability for any annual reporting period to file a maintenance fee report and pay a maintenance fee of $300. 

 

For more details, the see the full text of Budget Bill S6359D-2013.




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.