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Frequently asked questions

FAQs

A Registered Agent (also known as Service of Process Agent) is a company (or sometimes even an individual), appointed by another entity, and subsequently authorized by that entity to accept official, legal or miscellaneous documents on their behalf.

The main function of the registered agent is to accept “service of process” and then present those legal documents to the entity that they are representing. State correspondence is accepted at the registered agent’s place of business and that mail is also forwarded to the entity.

Having a registered agent is mandatory for foreign entities, but it is still optional for domestic businesses. Most domestic businesses utilize their own physical place of business, if they have one, as the “registered agent” location.

In the case of a foreign entity, they typically do not have a physical address in their state of incorporation, but they need somewhere for mail and service of process to be received. The idea is that the registered agent will be responsible and discreet when handling the private and personal documents involving the entity.

If there is ever a change to the Registered Agent, i.e., full change of company, or name of same agent, or an address change, then the state of incorporation must be notified with a “Change of Registered Agent” type filing

We would be happy to obtain and complete the forms you need in order to switch over to using Capitol Lien as your Registered Agent, we will even cover the statutory cost of the filing!

Uniform Commercial Code, a set of recommendations of laws regarding commercial and secured transactions that should or could be adopted by all states, making it a part of that state’s code of statutes.

UCCs are effective for 5 years in most states. After that time is up, the filing will lapse and will no longer be effective for securing the interest of the collateral.

If after 5 years, the debtor loan is not paid off, and the UCC needs to remain in effect, an amendment to continue the effectiveness for another 5 years would need to be completed in the same jurisdiction as the original UCC is filed.

The correct filing office depends on the location of the debtor, and at times the location of the collateral being secured. Typically for a business the filing is done in the state where the company is registered, and for an individual, where they physically reside.

If the collateral is real property, then a filing at the local county level where the property is located is necessary.

A search conducted after the UCC has been recorded in the proper jurisdiction, to ensure that the filing appears as it should in the index. If the UCC is not revealed in a search that complies with standard RA9 search logic, it could be considered seriously misleading and put the secured party position at risk.

A continuation that needs to be filed for a UCC that was originally filed at the county level or in another state, an “in lieu of” filing needs to be recorded. Using the initial UCC form it will cross reference the prior filing, possibly even have it attached as an exhibit for clarity.

The purpose of filing a UCC is to give notice to the public that a secured party or creditor may have interest in the personal property of a debtor. The property is being used as collateral within the security agreement between involved parties.

  • If filing against an individual, what information needed is:
    • Last name, first name
    • Mailing address, city, state, zip code and country.
  • If filing against a business, what information needed is:
    • Company name
    • Mailing address, city, state, and zip code
  • For the secured party, what information needed is:
    • Company name OR individual’s Last name, first name
    • Mailing address, city, state and zip code

There are National UCC Forms available for use that have been created and approved by IACA, however some states have special forms or requirements needed for filing, so be sure to review the UCC filing instructions for each state prior to recording.

No, UCC filings (UCC-1 or UCC-3) no longer require a signature in order to be recorded.

The Hague Convention of 1961 requires participating countries obtain an apostilled copy of corporate formation documents to be able to engage in business or to open a bank account. If a document is apostilled, there is no need for additional certification from the foreign country.

Almost every state requires an annual or bi-annual report to be filed from all corporations and LLCs that do business within its jurisdiction. Not only is your company required to file in the first state of formation but also in every other state the company is registered to do business as well. If you fail to file on time or at all, there could be penalties to pay to get the business back in good standing. It’s possible the business could even be administratively dissolved. We can help make sure your annual report is filed on time!

Some states, require that a notice be published in a legal newspaper for a specific length of time and then obtain proof of that publication before the assumed name or DBA certificate is issued. We manage publication requirements effortlessly across the nation and can get your notice published accurately.

A good standing is a certificate provided by the state that shows your business is still active and has maintained compliance with all state requirements, such as filing annual reports and paying any franchise taxes. It’s known as a “certificate of existence” or a “certificate of authorization” in some states. A certificate of good standing would be needed during business transactions that might include new loans and financing, obtaining new licenses during an acquisition, or when your business registers to do business in another state.

A business name reservation is an application or form filed at the state level to reserve a specific business name from being taken by another entity. It does not actually register the business name and is an optional filing that might precede the registration of a domestic or foreign corporation, a nonprofit, a limited liability company, etc. The length of the reservation varies from state to state, some states have a period of 90 days while others have a period up to a year.