Annual Reports for Domestic Delaware Corporations Due March 1st
Updated February 15, 2012
Thursday, March 1st is the deadline for Delaware annual reports and payment of franchise taxes for domestic corporations. Late reports will result in the Delaware Division of Corporations assessing a $125 penalty plus interest in addition to the tax and annual report filing fee.
Missing the Deadline Can Delay Transactions: Note that Delaware will not issue Good Standing Certificates for corporations that have not met the annual report filing requirements. Therefore, if you have a closing on or after March 2nd involving a domestic Delaware corporation, you can avoid unpleasant surprises and delays in obtaining a Good Standing certificate by making sure the annual report has been filed on or before the deadline.
Also keep in mind that Delaware requires that annual report(s) be filed prior to all dissolution and merger filings.
Requirements for Delaware Corporate Annual Reports: Delaware annual reports for corporations must be filed electronically. By now, the designated tax contacts for Delaware corporations should have received a notice from the Registered Agent.
When preparing Delaware annual reports, note the following:
- ALL information must be completed for each annual report
- ALL directors and ONE officer must be listed (if no officers elected, there will be an option to check NONE and a Director or Incorporator can electronically sign off on report)
- Principal business address (street address is required) and phone number must be listed
For more information about Delaware annual report/franchise tax requirements, click here.
If you need assistance with the tax calculation or to discuss having NCR handle the process for you, feel free to contact our Dover office by e-mail or by phone (800) 483-1140.
Ohio Secretary of State Revising Corporate Forms
Updated February 2, 2012
The Ohio Secretary of State (SOS), Business Services Division, began revising its corporate/business entity forms in January 2012 and plans to continue doing so in the months ahead. A list has been posted to the SOS website advising which forms have been updated. The revisions are not a result of a change in statute. They are being made to help reduce common filing errors based on feedback received from frequent users of the forms. For example, the new form to authorize an LLC to do business in the state of Ohio clarifies the signature requirements for individuals and business entities who are signing the application as member, manager or other representative.
While the state will continue to accept the old forms this year, filers may want to use the new versions to minimize the chance of making mistakes. (Note that NCR’s forms library contains the most current versions of the forms.)
Puerto Rico Finally Enacts Revised Article 9
Updated January 30, 2012
The revisions to Article 9 that became law in most U.S. states in 2001 were finally enacted in Puerto Rico when PC 2965 became law on January 17, 2012. The legislation will be effective on January 17, 2013. Note that this bill also includes the 2010 Amendments, thus making Puerto Rico the first jurisdiction where the amendments will become effective. (All of the states that have enacted the 2010 Amendments to date have chosen the model act effective date of July 1, 2013.)
A few of the noteworthy non-uniformities in Puerto Rico’s enactment of Revised Article 9 and the 2010 amendments include:
- Debtor’s Signature (Notarized) Required on Fixture/Real Estate-Related UCCs – Section 9-501(a)(2) requires that fixture/real estate-related filings be presented “as a document… issued by either judicial authority or signed by the debtor before a competent official, such as a notary public…”
- Period of Effectiveness and Drafting Inconsistencies: Section 9-515(a) provides for a 10-year period of effectiveness for financing statements. However; the section is captioned “Five-year effectiveness.” Sections 9-515(d) and (e) contain similar inconsistencies. Section 9-515(d) provides that a continuation may only be filed “within six months before the expiration of the five-year period specified in subsection (a)…” And Section 9-515(e) provides that a continuation extends the effectiveness for only five years, not for ten years as would be expected given the ten year effective period in subsection (a).
- Forms: Section 9-521 includes the 1998 versions of the forms, which include fields for debtor organization information (type of org, jurisdiction of org and org ID #) that will not be required in Puerto Rico under this legislation.
- Transition Period: Section 9-705(c) provides for a transition period of ten years.
Those who file and search in Puerto Rico will need to (re)familiarize themselves with “in lieu” filings since the change from filing where the collateral is located to filing where the debtor is located is likely to result in many pre-effective date filings needing to be “moved” to a new filing office.
NCR will be providing more details about Puerto Rico’s requirements under the new law as the effective date gets closer.
View the full text of Puerto Rico’s PC 2965.
Status of Article 9 Amendments in All States:
To find out which states have enacted or introduced the 2010 Article 9 Amendments, visit our 2010 UCC Article 9 Amendments resources page. Note that some of the resources on this page are only available to registered clients. If you are a client, register to get full access to all of our resources.
State Holiday Closings through March 2012
Updated January 26, 2012
To assist you in planning closing dates and avoiding surprises, National Corporate Research (NCR) has surveyed state filing offices to determine which days they will be closed.
View the complete list of state holiday closings for February and March.
Please note that some states declare holidays at the last minute. As we become aware of any changes to the list of state holiday closings, we will post an updated version. 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 state will be open on the date you are interested in.
If you have any questions, feel free to contact your NCR service specialist.
Oman to Begin Accepting Apostilles
Updated January 24, 2012
Effective Monday, January 30, 2012, documents needed for Oman will no longer need consular legalization and apostilles will be accepted.
To view the current version of NCR’s memo, “Countries and Territories That Are Party to the Hague Convention Abolishing the Requirement of Legalization,” along with other helpful resources, visit the Authentication/Legalization Resources page of our website.
Costa Rica No Longer Requires Consular or Embassy Legalization
Updated December 14, 2011
Apostilles Will Now Be Accepted
Starting today, December 14th, documents destined for use in Costa Rica no longer require consular or embassy legalization. An apostille from the appropriate Secretary of State or U.S. Department of State will be accepted.
For a complete list of countries and territories that are party to the Hague Convention Abolishing the Requirement of Legalization, visit the Authentication/Legalization Resources page of the NCR website. On this page, you will also find our list of useful Authentication/Legalization web sites and our list of notary search web sites where you can verify the status of notaries. Some of these resources require password access. If you are a client of NCR, apply for a password to get full access to all of our resources.
