Corporate Transactions and Compliance Blog

Challenges of Tracking Nonprofit Compliance Due Dates - Cogency Global

Ron Barrett — Fri, 01 Nov 2024 14:00:00 GMT

What this is: A list of some of the challenges you could face when it comes to pinpointing due dates for nonprofit compliance.

What this means: Due to the lack of uniformity, there’s no shortage of differences in what triggers state corporate and charitable compliance due dates.

Filing UCC3 Multiple Amendment Actions: Good or Bad Idea?

Despina Shields — Thu, 24 Oct 2024 14:00:00 GMT

What this is: This article will explore the pros and cons of combining multiple amendment actions on a single UCC3 Financing Statement.

What this means: While combining amendment actions on to one UCC3 filing, like a debtor name change and a continuation, may seem cost effective and efficient, it can carry notable risks.

7 Tips for Using a Limited Power of Attorney - Cogency Global

rpereira@cogencyglobal.com (Rafael Pereira) — Thu, 17 Oct 2024 14:00:00 GMT

What this is: If you’ve ever prepared and filed a large number of documents on behalf of your company with the Secretary of State, chances are you’ve wished that there was a way to avoid all the various required signatures. Fortunately, there may be a tool that can help streamline the process: The limited Power of Attorney (POA).

What this means: Using a limited POA can streamline your document filing process, saving you time and hassle. However, it’s important to be aware of the specific requirements and limitations in your state to ensure the process goes smoothly.

Qualification of Series LLCs to Do Business in Another State

Teri Mayor — Thu, 10 Oct 2024 14:00:00 GMT

What this is: Much variation exists between the states when it comes to registering foreign series LLCs to do business in another state.

What this means: When planning to use a series LLC structure in the domestic state, it’s important to consider where else the company and the individual series cells may wish to operate as not all states have statutes allowing for series LLCs to qualify to do business.

Delaware Series LLC: Registered Series LLCs - Cogency Global

Teri Mayor — Fri, 04 Oct 2024 15:00:00 GMT

What this is: Delaware was an early adopter of laws allowing LLCs to establish independent series and today 21 states have laws that also allow their creation. Delaware law allows for the creation of “registered series LLCs,” which differ from “protected series LLCs.” The laws for Delaware registered series LLCs also provide debtor name guidance for financing statements created under Article 9 of Delaware’s Uniform Commercial Code (UCC) when the debtor is a registered series.

What this means: Delaware law provides that registered series are “registered organizations” which gives clarity to secured parties when determining the true legal name of a debtor under Article 9 of Delaware’s UCC law.

UCC3 Assignment Filing: Fact vs. Fiction - Cogency Global

Despina Shields — Thu, 26 Sep 2024 14:00:00 GMT

What this is: There is a misperception concerning what UCC3 Assignment filings accomplish. Basically, these filings have a limited purpose Under Article 9 of the UCC.

What this means: In this article we will explore the purpose and function of UCC3 Assignment filings, clarifying common misconceptions. We will explain how these filings authorize a new secured party to make amendments to a financing statement.

501(c)(4) Organizations: Is State Solicitation Registration Required?

Ron Barrett — Thu, 19 Sep 2024 14:00:00 GMT

What this is: 501(c)(4) organizations often mistakenly believe they are exempt from charitable solicitation registration, particularly when fundraising nationwide. But like charities, they are usually required to register in their home state and when soliciting across state lines.

What this means: This article aims to explore some of the state-specific nuances of 501(c)(4) organizations and their registration and filing requirements.

Charitable Solicitation Registration Misconceptions - Cogency Global

Ron Barrett — Thu, 12 Sep 2024 14:00:00 GMT

What this is: There are a plethora of misconceptions that nonprofits have with regard to nationwide charitable solicitation registration requirements, which can lead to non-compliance and missed opportunities for taking advantage of available exemptions.

What this means: This article aims to clarify a few common misconceptions and provide accurate information on charitable solicitation registration.

Understanding UCC Fixture Filings and Their Impact on Business Transactions

Wendy Burbidge — Thu, 05 Sep 2024 14:00:00 GMT

What this is: UCC fixture filings are essential for lenders to secure their interests in goods that will be attached to real property (fixtures). When drafted and filed correctly, these filings perfect a lender’s security interest in the fixtures and establish priority among other secured creditors and subsequent buyers of the real estate.

What this means: In this article, we will explore the definition of “fixtures” under Article 9 of the Uniform Commercial Code (UCC), the significance of securing interests in fixtures, the various filing options and key considerations when filing, and finally, how priority is determined for fixture filings and best practices for maintaining them.

Business Entity Governance: An Overview

Colleen A. DeVries — Thu, 29 Aug 2024 14:00:00 GMT

What this is: Entity governance is the system of rules and processes that guide a company’s direction and control, ensuring accountability, fairness and transparency with all stakeholders.

What this means: This article will focus on routine governance during the lifecycle of a company and the importance of utilizing an effective entity management system.