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What's New?
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May 01, 2019 - Delaware Annual Reports Are Due June 1
Delaware 2019 LLC, LP and GP taxes are due on or before June 1, 2019. If taxes are not paid by June 1, a penalty is assessed, and interest will accrue. Also, your company will no longer be in good standing.
In addition, Delaware 1st quarter taxes for Corporations are due on or before June 1, 2019. |
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August 02, 2018 - From the New Jersey Division of Consumer Affairs, Charities Registration Section:
Please be advised that for Fiscal Year End 12/31/2017, with a due date of 6/30/2018, you will be given until an additional 60 days (until August 31, 2018) to file an extension. |
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March 21, 2018 - URS Compliance Completes Acquisition of Simple Charity Registration
Simple and Affordable Solution for Nonprofit Organizations to Comply with State Registration Requirements.
Learn more at: http://www.prweb.com/releases/2018/03/prweb15324583.htm |
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December 27, 2017 - From the Connecticut Secretary of State:
Effective January 1, 2018, all annual reports for Domestic and Foreign Limited Liability Companies will be due between January 1st and March 31. |
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December 20, 2017 - A new law was announced by the Illinois Secretary of State, Jesse White,
to reduce filing fees for LLC's this is taking effect immediately. The new fees
are listed below.
Articles of Organization .........................$150
Application for Admission ..................... $150
Restated Articles ................................... $150
Articles of Organization -Series ............. $400
Application for Admission- Series ......... $400
Articles of Amendment ......................... $50
Amendment Application ....................... $50
Application of Withdrawal .................... $5
Name Reservation ................................. $25
Cancel Name Reservation ...................... $5
Transfer Name Registration ................... $25
Name Reservation Application .............. $50
Registered Name Renewal ..................... $50
Assumed Name - Change ....................... $25
Assumed Name - Cancel ........................ $5
Annual Report ........................................ $75
Reinstatement Application ..................... $200
Petition for Refund ................................. $5
Resignation of Registered Agent ............ $5
Affidavit of Compliance .......................... $5
Statement of Termination ...................... $5
Cancellation of Registered Agent ........... $5
Application of Withdrawal - Foreign ...... $5
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December 15, 2017 - News from the Puerto Rico Department of State
A waiver of penalties resulting from the late filing of annual reports or payment of annual fees for 2016 has been granted by the Secretary of State through an Administrative Order. Non-profit entities that request the waiver will pay double the annual fees owed. For-profit entities will pay triple the annual fees owed. See Art. 22.08 of the Corporations Act.
This waiver will expire on February 8, 2018. For more information, call 787-722-2121, extensions 4402, 4403, and 4404. |
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November 02, 2017 - Tennessee
A reminder that the State's charitable fundraising law was recently amended to remove fundraising counsel from its provisions. As of July1, 2017, fundraising counsel no longer needs to register with the Secretary of State of Tennessee. |
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August 30, 2017 - News from the Montana Secretary of State
The Montana Secretary of State's Office is going completely digital. Paper forms will no longer be accepted beginning September 1, 2017. All Business Filings and Annual Reports must be submitted online via ePass Montana. https://app.mt.gov/epass/Authn/selectIDP.html
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May 04, 2017 - Tennessee
Effective July 1st, fundraising consultants will not have to register with the Division of Charitable Solicitations
in the Office of the Tennessee Secretary of State. In addition, there is also a provision in the new law that deletes
the requirement of disclosing the bank account information on a solicitor's campaign notice.
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November 01, 2016 - November Holiday State Office Closings.
*Please note,these dates are subject to change at the state's discretion.
| Date |
States Closed |
| 11/8 Election Day |
DE, HI, IL, IN, MD, MI, MT, NJ, NY, RI, WV |
| 11/11 Veterans Day |
All States |
| 11/24 Thanksgiving Day |
All States |
| 11/25 Day after Thanksgiving |
AL, CA, CO, DE, FL, GA, IA, IL, IN, KS, KY, MD, ME, MI, MN, MS, NE, NH, NC, NM, NV, OK, OR, PA, SC, TN, TX, VT, VA, WA, WV |
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November 01, 2016 - December Holiday State Office Closings.
*Please note,these dates are subject to change at the state's discretion.
| Date |
States Closed |
| 12/23 - Christmas Eve (observed) |
AR, IL, KY, LA, MI, MS, NC, OK, SC, TN, TX, VA, WI, WV |
| 12/26 - Christmas Day (observed) |
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| 12/27 - Day following Christmas |
AL, FL, GA, KS, KY, LA, ME, OK, NC, NM, SC, SD, TN, TX, VA, WY |
| 12/30 - New Years Eve (observed) |
KY, LA, MI, MS, TN, TX (Comptroller Only), WI, WV, WY |
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August 04, 2016 - From the Colorado Secretary of State
Beginning August 10, 2016, paid solicitors who register or renew their registration with the Colorado Secretary of State will need to attach evidence of a $15,000 surety bond with their filings. They will also need to disclose whether any of their officers, directors, or employees serve on the board of directors of a charitable organization, direct the operations of a charitable organization, or otherwise have a financial interest in a charitable organization for which the applicant solicits contributions. These are changes in law resulting from the passage of House Bill 16-1129 during the 2016 General Assembly.
Additional changed included in HB 16-1129 and questions on this new requirement can be directed to the Colorado Secretary of State's Charities Program at charitable@sos.state.co.us |
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August 02, 2016 - Nevada Commerce Tax Return due by Aug. 15, 2016 for All Business
The Commerce Tax is an annual tax passed by the Nevada Legislature during the 2015 Legislative Session. All business entities engaged in business in Nevada are required to file the Commerce Tax return, regardless of whether there is a tax due or not. The tax is imposed on businesses with a Nevada gross revenue exceeding $4,000,000 in the taxable year. This year, the first return is due August 15, 2016.
Additional information can be found on the Nevada Department of Taxation's website.
http://tax.nv.gov/comtax/
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July 25, 2016 - News From the Wyoming Secretary of State
CHEYENNE, WY - Wyoming Secretary of State Ed Murray is excited to announce the launch of new electronic business filing services never before possible at the Secretary of State's Office.
These new online services will allow for the electronic filing of documents that were previously only paper based. "Our goal in the Wyoming Secretary of State's Office is to be business friendly and operate at the fast paced and dynamic speed of business, not government," stated Secretary Murray.
The Secretary of State's Business Division has recently launched online business filing tools for the formation of Limited Liability Companies, Profit Corporations, and Nonprofit Corporations. In addition, any registered business entity in good standing may generate an electronic "Certificate of Good Standing" at no cost.
All public business documents are now searchable online and immediately available for viewing by anyone on the Secretary of State's website as part of this launch.
To access these online services for businesses, visit: https://wyobiz.wy.gov/business |
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May 26, 2016 - Reminder to Delaware LP's, LLC's, and GP's
Limited Partnerships, Limited Liability Companies, and General Partnerships formed in Delaware are required to pay their Annual Tax on or before June 1. The penalty for non-payment or late payment is $200. Interest will accrue on the tax and the penalty at the rate of 1.5% per month. |
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May 09, 2016 - Georgia Secretary of State Warns of Scam
ATLANTA, GEORGIA - Secretary of State Brian Kemp alerts Georgia businesses to ignore scam mail from a sham entity which calls itself the "Business Compliance Division." The office has received complaints about the entity, which mails postcards to companies falsely warning the company about a "potential compliance violation."
"The Business Compliance Division is a bogus company soliciting Georgia businesses to scare people into paying potentially hundreds of dollars in unnecessary fees," stated Secretary Kemp. "I am advising anyone who receives mail from this company to ignore it."
The card warns business owners to "call immediately" to "avoid potential fees and penalties." Once a caller speaks to an alleged company representative, they are scammed into ordering a copy of their business' Certificate of Existence to ensure they are in compliance. The representative will then request a credit card number and charge the caller upwards of $125 to order the certificate.
Other states have issued similar warnings to businesses about the scam.
"If anyone wants to order a valid Certificate of Existence, it only costs $10 to order it through the Secretary of State's Corporations Division," said Kemp. "Do not be fooled into giving your personal credit card information to an unknown, sham entity such as the Business Compliance Division."
To obtain a legitimate copy of your Certificate of Existence in Georgia, request the form on the eCorp website or call the Corporations Division at (404) 656-2817 |
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March 09, 2016 - From the Georgia Secretary of State:
Atlanta - Georgia Secretary of State Brian Kemp reminds officers and registered agents of corporate entities registered in Georgia that the annual registration renewal period has begun. The deadline for the annual registration renewal period is 11:59 p.m. on Wednesday, April 1, 2015. Georgia law requires all corporations, limited liability companies and limited partnerships to file annual registrations with the Secretary of State and pay the renewal fee. Business entities that fail to renew by the deadline will be charged a $25 late filing penalty fee and risk being administratively dissolved. |
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November 16, 2015 - From the Delaware Division of Corporations:
UCC Paper Filing Change
Effective December 1, 2015, the Delaware Division of Corporations will modify the acceptable methods of communication authorized by the filing office for the acceptance of Uniform Commercial Code (UCC) filings. The Division will require that all UCC filings be submitted to the Division electronically. The filing office will no longer accept paper UCC filings submitted directly to the State via mail, courier or fax. Electronic UCC filings may be submitted directly to the Division via the State's e-UCC web application or through a variety of UCC XML submitters. Paper filings may be submitted through an Authorized UCC Filer who will submit the filing electronically to the Division. |
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October 12, 2015 - From the Colorado Secretary of State
DENVER, Oct. 9, 2105 -- Colorado on Oct. 20 will become the first state in
the country to offer all business certification services online.
Customers currently pay to receive certification, either by mailing the
Colorado Secretary of State's Office or visiting it in person.
Effective Oct. 20, online services will be free.
Certificates of Good Standing already were
available online, but the following certificates will also be available free on
the secretary of state website:
Certificate of Documents Filed: provides certified copies of all documents relating to an entity or record in the secretary of state's database.
Certificate of Document Filed: provides a certified copy of an individual document filed in the secretary of states records.
Certificate of Fact of Trade Name: certifies that a statement of trade name for a specific name was filed with the secretary of states office and its effective date.
Certificate of Fact of Existence: certifies that a constituent-filed document for a non-reporting entity was filed and that no dissolution document has been filed for that entity.
Each certificate will contain a unique
confirmation number that can be validated on our website. In addition, each
record’s history can be displayed in a print-friendly version.
Once this system is launched, the Colorado Secretary of State office will no
longer issue certificates or certified copies in person or by mail. The new
online certificates will be accessible via the Secretary of State’s Business
Organizations pages. |
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September 23, 2015 - An Update to LLC's Registered in Vermont
Beginning July 1, 2015: Limited Liability Company (LLC, PLC, & L3C) Annual Reports will be due during the 3 month period following the Fiscal Year End on record. (as per H.310 (Act 17))
For LLC's with a fiscal year end of 7/31/15, Annual Reports will be due on or before 10/31/15.
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September 10, 2015 - Modified hours
The Delaware Division of Corporations will be operating under the following modified hours following their recent system upgrade.
September 8 through September 11 -- 8AM to 5PM. All 1 hour, 2 hour and same day submissions must be received by 1PM. 24 hour and all other submissions are due by 5PM.
September 14 through September 18 8AM to 8PM. All 1 hour and 2 hour submissions must be received by 5PM. All other expedited cut-off times will return to normal (same day 2PM and 24 hour 7PM) and all other submissions are due by 8PM.
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August 04, 2015 - From the Nevada Secretary of State
Secretary of State Warns Nevada Businesses to Beware of Misleading Corporate Filing Notice
Florida-based entity is contacting Nevada companies to file corporate shareholder information with a $150 fee
(Carson City, NV; July 21, 2015) Secretary of State Barbara Cegavske cautions all Nevada-based businesses to beware of a solicitation from a company seeking fees that may appear to be from a government agency. The Division of Corporate Services is sending an annual records statement to companies asking for shareholder/director information and to return the form with a $150 fee. This is not an official notice from the Secretary of States office. Nevada entities are not required to regularly provide to the Secretary of State shareholder information or the percentages of shares owned.
The annual records statement also asserts that by completing the form, the entity will have met any records requirements per Nevada Revised Statute (NRS) 78.310 and NRS 78.0297. Completion of this form does not fulfill any mandatory filings required by the Secretary of States office, which oversees business entity filings in accordance with Title 7 of the Nevada Revised Statutes.
The Division of Corporate Services, a Florida-based entity, is not properly registered with the Nevada Secretary of States office. Sending solicitations intended to deceive that do not include required language and operating out of a mailbox store violate Nevada law.
While the form states that the Division of Corporate Service does not officially represent the State of Nevada or any other governmental entity, the content and request for funds have misled some businesses to believe it was from the Secretary of States office, said Cegavske. Nevada-based businesses need to know that they are not required to complete this form or submit payment to the Division of Corporate Services.
Customers who receive this notice and have questions should call the Secretary of State's customer service division at (775) 684-5708 or (800) 450-8594. |
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June 17, 2015 - IMPORTANT NOTICE OF FEE INCREASE FROM NEVADA SECRETARY OF STATE
As the agency in charge of collecting business license fees, Secretary of State Barbara Cegavske's office is prepared to assist in implementing the changes outlined in Senate Bill 483 and to help new and existing Nevada businesses during the transition period. Effective July 1, 2015, the Secretary of State's office will implement the following fee increases to business filings, as stipulated under SB 483:
The annual State Business License fee for corporations formed pursuant to Chapters 78, 78A, 78B, and 80 will increase to $500, from $200.
The business license fee for all other entity types remains $200 per year.
The fee for Initial and Annual Lists will increase by $25 for all entity types.
Any Annual or Initial List or State Business License application due by the end of August, 2015 or earlier, received prior to July 1, 2015 will be assessed the pre-July fees.
The fees for Annual or Initial Lists or State Business License applications, reinstatements and revivals received after July 1, 2015 will be calculated based on the new fees, even if for prior years.
Additionally, as of July 1, 2015, the State Business License will be referred to as the State Business Registration.
Questions should be directed to the Secretary of State's customer service division by calling (800) 450-8594.
Any questions regarding the Commerce Tax should be referred to the Nevada Department of Taxation at (866) 962-3707.
http://nvsos.gov/index.aspx?page=23&recordid=1821 |
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April 01, 2015 - April Holiday State Office Closings
*Please note,these dates are subject to change at the state's discretion.
| Date |
States Closed |
| 4/3 - Good Friday |
CT, DE, HI, IN, LA, NJ, NC, ND, TN, TX |
| 4/16 - DC Emancipation Day |
DC |
| 4/20 - Patriot's Day |
ME, MA |
| 4/24 - Arbor Day |
NE |
| 4/27 - Confederate Memorial Day |
AL, GA, MS |
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March 26, 2015 - Colorado Secretary of State Announces Bingo-Raffle E-filing System
DENVER, March 24, 2015 - Secretary of State Wayne Williams announced a new e-filing initiative to support Colorado's charitable gaming community. For the first time, the bingo-raffle program of the Colorado Department of State will accept electronic filing. Starting immediately, licensees can submit and pay for quarterly report filings online.
"This is just the latest initiative by my office to make compliance simpler for Colorado's charitable community," Williams remarked. "Electronic filing will save time and money for Colorado's bingo-raffle operators, providing more money for Colorado charities."
Electronic filing reduces the time necessary to submit and process required forms. It will also streamline the communications process between the Department of State and bingo-raffle licensees. Filing fees will be reduced for licensees who file online, and e-filing will save them up to 10% on their quarterly filing fees.
"The e-filing system was easy to access and use," said Christine Krueger, one of the individuals who tested the new system. "It will save our group time in preparing and submitting the quarterly, and we do not have the costs of paper, ink, stamps and time."
The new e-filing system is available at the Secretary of State's website at
http://www.sos.state.co.us/bingo |
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March 19, 2015 - MISSISSIPPI LEGISLATIVE UPDATE
Mississippi Uniform Limited Partnership Act The Mississippi Uniform Limited Partnership Act updates and modernizes limited partnership law in Mississippi. The current laws are based on the Revised Uniform Limited Partnership Act (RULPA 1978/1985) and were adopted in 1987. These updates would provide clearer protection for limited partners, perpetual duration for limited partnerships, expanded purposes for limited partnerships (allowing asset protection and estate planning type measures), and the formation of Limited Liability Limited Partnerships (LLLP). SB 2310 (sponsored by Sen. Sean Tindell) passed the Senate and the House. The bill is currently on its way to the Governor. The House version of this bill was sponsored by Rep. Trey Lamar. |
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March 05, 2015 - Montana
Effective Feb. 18, 2015, Senate Bill 35 eliminates the Certificate of Existence
requirement for out of state businesses. Instead, a statement is required that the
entity exists and complies with the organizational laws in their domestic state.
Read complete bill below.
http://leg.mt.gov/bills/2015/sesslaws/ch0042.pdf
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February 12, 2015 - Arkansas Secretary of State announces that 2015 Franchise Tax forms are available
Arkansas Secretary of State announces that 2015 Franchise Tax forms are available for filing online.
All franchise taxes must be filed online or postmarked by May 1, 2015.
NOTE: Revoked entities continue to accrue franchise taxes annually until the business is dissolved or withdrawn with the Business & Commercial Services Division. |
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January 23, 2015 -
Kansas Secretary of State Unveils New Fraud Notification System for Business Filers
A new service was recently deployed by the Kansas Secretary of State that automatically sends an email notification to business owners informing them of any amendments related to their business entity registered with the Kansas Secretary of State.
Read complete News Release here:
http://www.sos.ks.gov/other/news_releases/PR_2015/NR_2015-01-07_BusinessEntityNotificationSystem.pdf |
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January 16, 2015 - Office Closures:
Our office will be closed on Monday, January 19th, 2015 in observance of Martin Luther King, Jr. day. We will re-open on Tuesday, January 20th, 2015 at 8:30 a.m. est.
As a reminder, all Secretary of State Offices will be closed on January 19, 2015.
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January 14, 2015 - Nebraska Secretary of State Encourages Online Filing of Annual Report
Secretary of State John Gale stresses the importance of filing annual reports on time and the ease of online filing. Maintaining good standing with the state is the gold standard for business entities. Without good standing, a business will likely lose its limited liability and its creditworthiness unless immediately reinstated.
Gale added that online filing reduces the risk of having paper forms lost or misplaced. Filing paper forms is a thing of the past.
Read complete press release below for additional information.
http://www.sos.ne.gov/admin/press_releases/pdf-2015/2015-01-09-Business-Entity-Filing-Reminder.pdf |
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January 12, 2015 - Minnesota Registers First Public Benefit Corporations
Public Benefit Corporations (PBC) are now offered by the Minnesota Secretary of State. This is the state’s newest entity type and they join at least 26 other states offering the option to file as a PBC. Public Benefit Corporations will be required to submit a public annual report detailing how they have met their public benefit starting in 2016.
Read complete News Release here:
http://www.sos.state.mn.us/index.aspx?recordid=962&page=10
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January 08, 2015 - Connecticut Legislation - Annual Report Delinquency & Fee Changes
Connecticut House Bill 5489, Laws of 2014, has enacted several amendments to the entity laws that are pertinent to our services and materials. The amendments are effective either January 1, 2015 or July 1, 2015 as specified below. A reminder email will be sent as the July 1 effective date approaches.
Effective January 1, 2015
All Entity Laws
Authorizes administrative dissolution or foreign revocation for annual report delinquency. (Formerly, such administrative action was authorized against only foreign nonprofit corporations and domestic and foreign LLPs.)
Requires notice of administrative dissolution or foreign revocation to be posted on the State’s website instead of published in the Connecticut Law Journal.
Requires that Domestic Incorporation/Formation and Foreign Qualification/Registration filings set forth the entity’s email address, if any.
Business & Nonprofit Corporation Laws
Increases the time for a foreign corporations to cure any delinquency from 60 days to 90 days after receiving notice from the State.
Requires the State to send notices of delinquency and revocation to a foreign corporation’s principal office rather than serving the notices on the corporation which could involve delivery to the registered office.
LLP law
Increases the delinquency period for domestic cancellation for Annual Report delinquency from three months to one year before becoming subject to administrative dissolution. (Must first thereafter receive notice from the State which affords an additional three months to cure.)
Authorizes LLP reinstatement.
Effective July 1, 2015
All Entity Laws
Repeals the dissolution and withdrawal filing fees.
LLP law
Provides a $120 fee for reinstatement.
The Bill can be accessed at the following:http://www.cga.ct.gov/2014/ACT/pa/pdf/2014PA-00154-R00HB-05489-PA.pdf
Precedent materials will be revised accordingly. Please let us know if you have any questions.
Bill Diamond / Thomas (Tom) Baldwin
Regional Attorney / Senior Regional Paralegal
Ext. 8589 / Ext. 8633
New York Office
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January 07, 2015 - From the Secretary of the Commonwealth of Massachusetts:
As of January 1, 2015, the Corporations Division will no longer accept an FEIN number in conjunction with the organization, formation or registration of any new business entity filing. If an FEIN number is included on a new business entity filing it will be redacted and a nine digit state ID number assigned. With regard to business entities that have previously included their FEIN number on Division filings, the Division will redact the number upon written request to preclear@sec.state.ma.us. |
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December 31, 2014 - January State Office Closings
*Please note, these dates are subject to change.
| Date |
States Closed |
| 1/1/15 – New Year’s Day |
All States |
| 1/2/15 - Day after New Year’s |
KY, LA, MS, VA |
| 1/16/15 – Lee-Jackson Day |
VA |
| 1/19/15 – Martin Luther King, Jr. Day |
ALL |
| 1/20/15 – Governor Inauguration |
PA |
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December 24, 2014 - December Holiday State Office Closings
| Date |
States Closed |
| 12/24 |
AR, IL, LA, MI, MS, NC, OK, SC, TN
TX, WI, WV |
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MD – Service Reduction |
| 12/25 |
ALL |
| 12/26 |
GA, IN, AL, KS, KY, LA, NC, SC, SD,
TX, VA, WY |
| 12/30 |
TX (Comptroller Only) |
| 12/31 |
LA, MI, TN, TX (Comptroller Only), WI
WV, WY
MD – Service Reduction Day |
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December 24, 2014 - Mississippi Secretary of State Announces New Online Business Filing System
Mississippi Secretary of State Announces New Online Business Filing System.
View the news here: http://yallpolitics.com/index.php/yp/post/39942/ |
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December 16, 2014 - Consumer Alert - Donation Overpayment Scheme
The Internet Crime Complaint Center (IC3) has received numerous complaints from businesses, charitable organizations, schools, universities, health related organizations, and non-profit organizations, reporting an online donation scheme. The complaints reported subjects who had donated thousands of dollars, via stolen credit cards. Once donations were made, the subjects immediately requested the majority of the donation back, but credited to a different card. They claimed to have mistakenly donated too much by adding an extra digit to the dollar amount (i.e., $5000 was ‘accidently’ entered instead of $500). However, very few complainants actually returned the money to the second credit card. Many, through their own investigations, discovered the original card was stolen, or the credit card company notified them of such. Also, some of the organizations’ policies did not allow funds to be returned to a different credit card. |
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December 15, 2014 - New York, Tennessee and California legislative updates
Effective January 1, 2015, New York Senate Bill 6359-D, Law of 2014, will repeal the foreign corporation license fee and the domestic corporation organization tax on capital. Currently, this tax on capital and license fee apply when incorporating, qualifying, or for any merger or amendment in which the corporation’s capital increases. After January 1, 2015, only the flat filing fees will apply, simplifying these filings.
View complete bill here: http://assembly.state.ny.us/leg/?default_fld=&bn=S06359&term=&Summary=Y&Text=Y
Effective January 1, 2015, Tennessee Senate Bill 1505, Laws of 2014, will amend the Nonprofit Business Corporation Act. Some key amendments include the ability to change the principal office and registered agent on the Annual Report, the ability to send notices and consents electronically to the registered office, expansion of the entity types that can be involved in mergers, and requiring notice to be given to the Attorney General for all mergers and conversions involving a public benefit corporation.
View complete bill here: http://www.tn.gov/sos/acts/108/pub/pc0899.pdf
Effective January 1, 2015, California Senate Bill 1041, Laws of 2014, will amend laws concerning various entities and their filings, including the appointment of a registered agent on a General Corporation Statement of Conversion; new LLC filing requirements involving alternate and true name changes; changes to LP Certificates of Conversion, name reservations and name changes; requirement that the State will issue a registration certificate for Foreign LLP registration evidence and Foreign LLP name change; Certificate of Amendment for a Nonprofit Public Benefit Corporation is no longer required to be filed in duplicate for the Secretary of State to forward a copy to the Attorney General; and for all entities; the Resignation of Agent must be filed on the State issued form.
View complete bill here: http://www.leginfo.ca.gov/pub/13-14/bill/sen/sb_1001-1050/sb_1041_bill_20140815_enrolled.pdf |
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December 04, 2014 - As of January 1, 2015, non-voting ex officio board members are prohibited.
As of January 1, 2015, non-voting ex officio board members are prohibited. Here's what you need to know.
A little-noticed change in the California Nonprofit Corporations Code has an important change for nonprofits: there can no longer be non-voting members of the board of directors. Attorney and CalNonprofits volunteer Gene Takagi explains:
A revision of the Nonprofit Corporations Code takes effect on January 1, 2015 and clarifies the term ex officio and the principles of voting nonprofit board members. A little background:
Non-voting board members: It’s not uncommon for nonprofits to provide in their bylaws for non-voting board members, but under California law, such positions do not exist. Board members, or directors, as they are termed in the law, each have one vote on any matter presented to the board for action. So, any person entitled to attend board meetings without a vote is not a board member at all, even if your bylaws specify so.
What ex officio really means
Ex officio: The term ex officio is often misused to mean non-voting, but it actually means "by virtue of one’s office." An ex officio director holds office as a director not by election, but by holding another office that gives her the right to be a director for so long as she holds that other office. For example, an executive director who is also an ex officio director is a board member for as long as she remains the executive director. In some cases a public official -- such as the mayor or the city librarian -- may be an ex officio member of a nonprofit board. Some nonprofits give ex officio, non-voting status to founders or former board members.
The new law explicitly states that "[a] person who does not have authority to vote as a member of the governing body of the corporation, is not a director … regardless of title." The revision also effectively provides that a person with the designation of ex officio director in the articles or bylaws shall have all the rights and obligations, including voting rights, of a director unless the articles or bylaws limit that person’s right to vote as a director.
In other words, if you have ex officio, non-voting members of your board, they now have the right to vote on all matters unless you change their status.
California nonprofit corporations that do not intend to empower their ex officio directors with all the rights of a director must make sure their articles and bylaws contain the appropriate limiting language or, better still, eliminate the use of the terms ex officio director and nonvoting director. Getting this wrong may result in a costly dispute or unintentionally empower an individual as a director when the board had no intention of providing the individual with such authority.
Simple language changes
For those nonprofits that want to provide for the right of their executive directors to attend board meetings without the voting power of a director, instead of using the misnomer non-voting ex officio director to describe such arrangement, they might use the following description: "The executive director has the right to attend and participate at all meetings of the board, except when the board enters executive session, but shall have no voting powers." Nonprofits that have created ex officio, non-voting board members for founders, public officials or others, may consider changing their status to honorary board member, with no voting powers.
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December 02, 2014 - Secretary Of State Warns Against Corporation Scam
Secretary of State Tre Hargett is warning Tennessee corporations about a potentially misleading solicitation sent from an organization called the “Tennessee Council for Corporations.” The council, which is not affiliated in any way with the Secretary of State’s office, states in its solicitation that it will prepare annual “corporate consent records” for a corporation for a $125 fee. Corporate consent records are internal corporate documents that a corporation may choose to prepare, but are not required to be filed with the Secretary of State’s office.
However, the solicitation is similar in appearance to the notice that the Secretary of State’s office distributes to businesses informing them of their obligation to file annual reports.
Because this solicitation appears similar to an official government notice, it has the potential to mislead Tennessee corporations. Similar misleading correspondence has been sent out by the organizations “Corporate Records Service” and “Annual Business Services,” neither of which are affiliated with governmental entities.
Secretary Hargett said: “I encourage Tennessee businesses to be cautious when providing private and confidential information, including credit card information, because there are several organizations sending these misleading letters.”
Businesses can call the Secretary of State’s Business Services Division at 615/741-2286 to help determine the source of correspondence they may receive.
http://www.chattanoogan.com/2014/11/24/289156/Secretary-Of-State-Warns-Against.aspx |
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December 01, 2014 - California Enacts Bill to Combat Noncompliant Charities
The California State Legislature recently passed Assembly Bill 2077 ("AB 2077"). AB 2077, which was signed by Governor Brown, is designed to make it more difficult for charities that have not complied with their registration and reporting obligations to operate in California.
California law requires charities that raise funds in the State of California to register with, and report to, the California Attorney General's Registry of Charitable Trusts. The California Department of Justice, however, estimates that there are 52,000 charities within California that have not complied with these requirements. Moreover, it is estimated that there are at least 130,000 additional non-California charities operating in the State that have not complied with these requirements. Many of these charities are scamming donors.
AB 2077 was introduced by Assemblyman Travis Allen (R-Huntington Beach). It amends Government Code Section 12587.1 and permits the Attorney General of the State of California to apply more of the approximately $7 million generated annually from registration fees paid by charities, commercial fundraisers, and fundraising counsel, for the enforcement of the registration and reporting provisions that are imposed on charities (and certain other persons/entities that assist charities).
In drafting the legislation, Assemblyman Allen said that more resources were required to root out "scam charities." He cited a study publicized last year that had been conducted by The Center for Investigative Reporting and a Florida newspaper. The study exposed unscrupulous charities that managed to collect millions from donors purportedly to assist sick and missing children, cancer patients, and veterans but spent only a very small percentage of the funds collected in furtherance of their charitable programs. According to Allen, there are a significant number of dishonest charities that rely on telemarketers to solicit contributions from unsuspecting Californians. If a contribution is secured, the telemarketers will often forward only a small amount of the contribution to the charity (sometimes as little as 3%) and retain the remaining amount as a fee.
The additional funds that will be appropriated as a result of AB 2077 will be used to support increased staffing to: (i) conduct administrative appeals and court actions related to delinquencies; (ii) assist unregistered charities in complying with the registration and reporting requirements; (iii) review initial applications and financial reports; and (iv) provide public education and protection activities. |
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November 15, 2014 - Pennsylvania Bureau Changes Due Dates For Renewing Charitable Solicitation Registrations
On October 14, 2014, Governor Corbett signed H.B. No. 359 into law, changing the due dates for certain fundraising registrations required under Pennsylvania law. These changes take effect 60 days after the signing.
Most organizations that solicit contributions for charitable purposes in Pennsylvania, and consultants to those organizations, must register with the Pennsylvania Bureau of Corporations and Charitable Organizations (the "Bureau"). These registration requirements are established under the Pennsylvania Solicitation of Funds for Charitable Purposes Act. As is the case in most states, the required filings include both an initial registration statement as well as ongoing annual renewal registration statements.
The recent — and welcome — legislative amendments make the due dates for filing annual registration statements with the Bureau consistent with the due dates for filing Form 990 Returns with the IRS. This should be helpful to many charities that rely heavily on the financial information reported on their Form 990 Returns to prepare and file their annual charitable solicitation registrations.
The discrepancy between the filing deadlines occurs because of a difference between state and federal law. Under current Pennsylvania law, a charity is generally required to file its annual state registration with the Bureau within 135 days of the end of its fiscal year. It is not, however, required to file its annual Form 990 Return with the IRS until the fifteenth day of the fifth month after the close of its fiscal year. (This is, in each case, not taking into account any possible extensions.)
Thus, an organization with a June 30 fiscal year end is required to file its annual Pennsylvania charitable solicitation registration statement no later than November 12. But it is not required to file its IRS Form 990 Return until November 15. Moreover, although the Bureau automatically grants all organizations a 180‐day filing extension from the initial due date (without the need to request such an extension), for organizations that also obtain a six‐month extension of time to file their IRS forms, the filing date inconsistency persists. For instance, under current Pennsylvania law, the organization in our example with a June 30 fiscal year end must file annually (taking full advantage of the automatic 180‐day extension) no later than May 11 of the following year. However, that same organization must file its IRS Form 990 Return by May 15. While a three‐ or four‐day discrepancy in due dates may not be a big deal, for those organizations that need as much time as possible to prepare their Form 990 Returns, the inconsistent filing dates can be a nuisance that comes at a very busy time.
When the new legislation takes effect on December 13, 2014, this nuisance will be relegated to the history books, and charitable organizations will have until the fifteenth day of the fifth month following the close of their fiscal years to file registration statements with the Bureau. Alternatively, if they are relying on an automatic extension, they will have until the fifteenth day of the eleventh month following the close of their fiscal years. In each case, these due dates will be consistent with the due dates for filing their IRS Form 990 Returns.
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November 06, 2014 - CONSUMER ALERT
Please be aware that (updated 10/21/2014) ANNUAL BUSINESS SERVICES or COMPLIANCE SERVICES or CORPORATE RECORDS SERVICE (not to be confused with the Washington corporation, Compliance Services, Inc) are mailing notices to business entities requesting that "Annual Minutes" and a fee of $125.00 be sent to them for filing.
These notices are NOT from the Washington Secretary of State, Corporations and Charities Division. "Annual Minutes" are NOT required to be filed with the Secretary of State. They are to be kept by the business entity itself. Do NOT confuse these notices with the annual report notices sent by the Washington Secretary of State, or the Business Licensing Services at Department of Revenue reminding each business to file its 2014 annual report.
If you have questions about these notices please contact the Corporations and Charities Division at corps@sos.wa.gov or call 360-725-0377. |
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October 06, 2014 - Benefit Corporations in Connecticut
http://www.courant.com/business/hc-social-enterprise-bill-1001-20141001-story.html
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September 01, 2014 - Corporate Filing Solicitation targets Mississippi Businesses
The Secretary of State's Office has received numerous complaints regarding a company called "Annual Business Services," which has apparently been soliciting businesses across the State. In what appears as an official correspondence, Annual Business Services requests businesses to provide sensitive information and a check for $125.00. In return, the company would prepare an "Annual Minutes Requirement Statement".
There is no "Annual Minutes Requirement Statement" form required by the Secretary of State's Office.
The Secretary of State's Office encourages Mississippi corporations to utilize extreme caution in the disclosure of sensitive information to outside vendors. This Agency does not require the submission of such information with the State of Mississippi and opposes the collection of such information for public dissemination. |
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July 22, 2014 - NEW YORK CHAR500 Updated
An updated CHAR500 is now available on our Forms page. The update reflects the fee and CPA audit threshold changes that are in effect as of July 1st, 2014. Organizations with an original or extended due date after July 1st, 2014, should use the new CHAR500. The older version will continue to be accepted and evaluated consistent with the new requirements. |
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April 12, 2013 - IMPORTANT CHANGES TO THE GAME PROMOTION STATUTE
Effective April 10, 2013, the following changes were made to the Game Promotion Statute:
* A game promotion may only be conducted by a for-profit commercial entity on a limited and occasional basis as an advertising and marketing tool in connection with and incidental to the bona fide sales of consumer products or services.
* Non-profit entities and charitable organizations may not operate a game promotion.
* An "operator" of a game promotion means a "retailer who operates a game promotion or any person, firm, corporation, organization, or association or agent or employee thereof who promotes, operates, or conducts a nationally advertised game promotion."
* Importantly, compliance with the rules of the Department of Agriculture and Consumer Services does not authorize and is not a defense to a charge of possession of a slot machine or device or any other device or a violation of any other law.
* A violation of section 849.094, Florida Statutes, or soliciting another to commit an act that violates the section, constitutes a deceptive and unfair trade practice actionable under the Florida Deceptive and Unfair Trade Practices Act.
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April 04, 2013 - WARNING FROM WYOMING SECRETARY OF STATE
The Secretary of State is warning all businesses of a deceptive solicitation they may receive. Attached is a copy of this solicitation. It is NOT from the Secretary of State or any other government agency. If you receive such a solicitation you DO NOT need to mail and pay $125 fee. Annual minutes are not something that is a required filing with this office. If you have any questions please contact the Compliance Division at compliance@wyo.gov or 307-777-7370.
Copy of solicitation |
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July 17, 2012
Recently, an entity calling itself "Compliance Services" mailed solicitations entitled "Annual Minutes Requirement Statement Directors and Shareholders" to numerous Massachusetts corporations. This solicitation offers to complete corporate meeting minutes on behalf of the corporation for a fee. Despite the implications contained in the solicitation, Massachusetts corporations are not required by law to file corporate minutes with the Secretary of State.
You do not have to do business with Compliance Services. The forms provided by them are not required by the Office of the Secretary of State. Whether you choose to do business with them will in no way affect your corporate filing with the Secretary of State, either positively or negatively.
It is important to remember that any official statement or request from the Office of the Secretary of State will clearly indicate its origin by displaying the name of Secretary of State William Francis Galvin. |
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May 10, 2012 - Florida - House Bill 827
Effective April 6, 2012, amends the Nonprofit Corporation Act by authorizing limited agricultural associations to convert to nonprofit corporations.
View entire bill on the state's website.
Hawaii
Senate Bill 3024
Effective April 9, 2012, amends the Business Corporation Act regarding short form mergers involving publicly traded corporations.
View entire bill on the state's website.
House Bill 2458
Effective April 20, 2012, amends the Nonprofit Corporation Act by repealing authorization for conversions.
View entire bill on the state's website.
New York
Senate Bill 6255
Effective March 30, 2012, amends the Not-for-Profit Corporation Law regarding cemetery corporations.
View entire bill on the state's website.
See Part L, Section 23.
Utah
Senate Bill 36
Effective May 8, 2012, provides that domestic corporations will be allowed to transfer or redomesticate to another jurisdiction.
View entire bill on the state's website.
Vermont
House Bill 21
Effective April 20, 2012, authorizes the creation of mutual benefit enterprises, described as an autonomous unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons.
View entire bill on the state's website.
Washington
House Bill 2239
Effective June 6, 2012, amends the Business Corporation Act to authorize new or existing corporations to become social purpose corporations with the purpose of promoting one or more social purposes as defined in the bill.
View entire bill on the state’s website.
House Bill 2293
Effective June 6, 2012, amends the Nonprofit Miscellaneous and Mutual Corporations Act regarding notices sent to the members of consumer cooperatives and authorizing consumer cooperatives to hold annual meetings by means of electronic or remote communication.
View entire bill on the state's website.
Wisconsin
Senate Bill 391
Effective April 20, 2012, revises the Department of Financial Institutions’ procedure for providing notice of an administrative dissolution or revocation of a corporation or LLC.
View entire bill on the state's website.
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June 27, 2011
New York's Attorney General announces new leadership committe for nonprofit revitalization.
At an April meeting of the Association for a Better New York, the Attorney General, whose office oversees nonprofits operating in New York State, announced that he would work with the state's nonprofit sector and business and labor communities to help eliminate unnecessary bureaucracy that has long plagued nonprofits, such as redundant audits and overlapping reporting requirements, and delays in processing and payment of contracts.
Based on the key issues that the nonprofit sector has identified to the Attorney General's Office, the Leadership Committee’s activities will focus on the following:
• Making recommendations on how to reduce regulatory burdens and more effectively address regulatory concerns;
• Developing legislative proposals to modernize New York's nonprofit laws that would eliminate outdated requirements and unnecessary burdens while strengthening accountability; and
• Proposing measures to enhance board governance and effectiveness, including through new programs to recruit and train nonprofit board members.
url: http://www.ag.ny.gov/media_center/2011/jun/jun27a_11.html
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April 28, 2011
New Changes to Michigans Charitable Organizations and Solicitations Act
Major changes in COSA include:
• Charitable organizations are required to register to solicit instead of being licensed to solicit. An organizations registration will be effective upon receipt of all required information.
• The level of contributions at which all-volunteer organizations are required to register has been increased. They may now receive up to $25,000 in a twelve-month period before being required to register with the Charitable Trust Section. If any person who is involved in fundraising is paid, registration to solicit is required regardless of the amount of funds raised.
• Criminal provisions in COSA have been strengthened and certain violations are now felonies.
• Civil fines are authorized up to $10,000.
Organizations that are currently licensed to solicit donations will see little difference in the registration versus the licensing process. The Charitable Trust Section will continue to send out a Charitable Solicitation Registration once the registration has been processed and also will continue to mail notice in advance of the expiration of a registration. Renewal registrations are due 30 days prior to expiration. Some organizations may see their expiration dates move by one month to an expiration date mandated by the amendments to COSA.
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April 25, 2011 - Company Defrauded Thousands of NY Small Businesses
New York State Attorney General Eric T. Schneiderman today filed a lawsuit against an Albany-based company that issued thousands of notices designed to look like they were from the New York government, and bilked thousands of New York corporations and nonprofit charities out of more than $1 million. By issuing solicitations designed to look like official government notices. Read More |
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April 25, 2011
Some charities in West Virginia will be affected by a change in state law that determines whether an audit or a financial review would need to be submitted along with registration documents to the Office of Secretary of State.
House Bill 4248 passed during the 2010 Legislative Session. The laws go into effect June 11.
Charitable organizations will not have to file any additional paperwork with the Secretary of State’s Office.
Charitable organizations raising more than $200,000 per fiscal year in contributions, excluding grants from governmental agencies or private foundations, will be required to submit an audit performed by an independent certified public accountant.
Charitable organizations raising between $100,000 and $200,000, excluding grants from governmental agencies or private foundations, will be required to submit a statement of financial review by an independent certified public accountant.
An audit of a charitable organization’s finances is extremely detailed while a financial review provides a more general analysis.
The law was passed to help smaller charities save money by not having to perform a full audit while at the same time providing accountability to donors.
The new law also provides a new definition of “solicit or soliciting” that includes electronic means like e-mail, instant messaging, electronic bulletin board, or internet technology.
The entire text of House Bill 4248 can be read on the State Legislature’s website at www.legis.state.wv.us |
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April 25, 2011 - Washington Secretary of State - Charities Unit
The Charities Program is working diligently with customers to fulfill every request. However, with recent budget cuts and increased volumes, you may experience intermittent delays. If you choose to file with expedited service, your filing will be considered with priority in the expedite order that it was received. We appreciate your understanding and patience as we work to process your requests as quickly as possible. |
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April 25, 2011
Washington Secretary of State
During the 2010 Legislative Session, the Charitable Solicitations Act was amended. As a result, many of the filing fees have been changed to fund an education and outreach program for charitable organizations.
Charitable Organization initial registration fee: $60
Charitable Organization annual renewal fee: $40
Expedited (2-3 day) service fee: $50 for paper or in person filings. |
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April 12, 2011
Secretary of State of Colorado issues warning to corporations and non-profits of schemes preying on corporations unfamiliar with filing requirements in Colorado.
State forms always have the filing fee indicated on the form unless the fee is determined by financial information that the corporation itself must provide the state. At ARMS, we will always review all fees and disbursements for any filing with our customers and detail all calculations. Beware of anyone offering to file a form for a flat fee that includes the state fee. These should always be separated on any invoice so you can track your fees to the states on an annual basis for budgetary purposes.
Read More |
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November 18, 2010
Pursuant to Section 79-29-215 Miss. Code Ann. (1972), all limited liability companies operating in Mississippi will be required to file an Annual Report with the Secretary of State beginning in 2011.
Annual Registration Management Services, LLC has made the necessary changes to its software to incorporate the new requirement as part of its service.
Please call your Compliance Specialist if you have any questions at 877-275-2767.
Click Here to read Release. |
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January 06, 2010 - Corporate Annual Report Fee Change for 2010
The Mississippi Secretary of State's Office is pleased to announce that the fee for filing corporate annual reports online will be reduced from $25.00 to $22.00 starting January 4th, 2010.
This reduction in fees only applies to those annual reports filed using the Secretary of State's online filing system. In addition, the Department of Finance Administration has agreed to reduce their on-line filing convenience fee for this transaction from $2 to $1.25. This means that corporations can file their 2010 report on-line for only $23.25 versus $25 through the mail. |
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October 15, 2009
The Arizona Corporation Commission over the past year has been mailing out reminder notices to file your annual report. As of September 2009, The Commission will discontinue mailing out annual report reminder notices. |
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May 13, 2009
Several Secretary of State offices are investigating COMPLIANCE SERVICES for soliciting business implying that they must send corporate minutes and a check for filing. There is no statutory authority for corporate minutes to be filed with any government entity.
California,
Colorado, Arizona, Florida, Georgia, Massachusetts |
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March 10, 2009
States
seeking to save money have focused their attention
on reducing postage costs. Texas, for example, has
announced that they will no longer send notices
when it is time to file the Texas Public Information
Form nor will business organizations receive necessary
tax forms for filing. At the same time Texas has
changed tax codes so that all business entities
now create a tax liability, unless the business
organization is designated as "tax exempt." Limited
Partnerships, Limited Liability Partnerships, etc.
are now required to file an Annual Franchise Tax
Report and Public Information Reports annually (previously
these entities had no annual filing requirement). |
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March 06, 2009 - Delaware Filing Requirements Notice
Delaware Corporations that are voided 3-1-2009 or later will be required to pay all tax, penalties and interest plus file ALL Annual Reports which were due at the time they were declared void. This is because 3-1-2009 is the first year a corporation is voided for not filing the annual report.
Please Note: If the corporation has filed the required annual reports and was voided for non-payment of taxes, they are not required to file the annual reports again.
DE Corporations that were voided prior to 3-1-2009 will be required to file annual reports as they have been in the past.
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The
State of Delaware will require 2007 Annual Franchise
Tax Reports to be filed electronically!
Paper copies of the Delaware Annual Franchise Tax
Reports WILL NOT be mailed. Failure to file a fully
completed report, including the names and addresses
of officers and directors, and remit the proper
payment may result in penalty and/or interest charges,
and will prevent the company from obtaining good
standing certificates.
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The
Florida Department of State, Division of Corporations
states that Florida entities that have not filed
their 2006 UBRs will be dissolved on 9-6-06. A computer
job will be run that evening to effect the dissolutions.
All entities except LLCs will face penalties. After
9-6-06, dissolved entities will have to file reinstatement
documents and pay additional fees to return to goodstanding.
Contact us at 877-275-2767 for assistance in filing
your Annual Report in Florida.
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Effective July 2006, Every domestic limited liability
company, and every foreign limited liability company
registered to transact business in the Commonwealth
of Virginia, shall pay into the state treasury on
or before October 1 (Previously September 1) in
each year after the calendar year in which it was
formed or registered to transact business.
If you need Help obtaining the form, please contact
any of our Compliance Specialist at 877-ASK-ARMS(877-275-2767).
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Effective
December 2006 the State of Delaware will no longer
mail paper copies of the Annual Franchise Tax Reports
for domestic corporations. A notice of the filing
requirement be sent to each domestic corporation
via the registered agent in lieu of the paper report
form.
If you need Help obtaining the form, please contact
any of our Compliance Specialist at 877-ASK-ARMS(877-275-2767).
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Corporate filers should note that a new filing requirement is coming in
early 2006. For the first time, Limited Liability Company (LLC) entities
are required to file biennial reports in Iowa. |
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AnnualRegistration.com now allows you to update/view/print Officer & Director
Information online by accessing your account on
our 128-bit encrypted secure web site. Log in to
see how it works. If you would like a tour of our
web site and view this new feature or any other
feature call 877-ASK-ARMS (877-275-2767). |
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AnnualRegistration.com has updated our Reports Section to allow you to
sort by state, entity name, filing status or due
date. |
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AnnualRegistration.com now allows you to grant access to additional users at your
company. Log in to see how it works. If you would
like a tour of our web site and view this new feature
or any other feature call 877-ASK-ARMS (877-275-2767). |
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For more information call us at 877-ASK-ARMS (877-275-2767) |
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