A NOTE FROM FRANCES
CORPORATE OPERATIONS MANAGER
The end of the year is quickly approaching. It’s a time when we typically see an influx in requests related to terminations filings. Many unfamiliar with the steps required to legally dissolve an entity, will reach out asking for some basic information regarding the process. However, sometimes the basic information is simply not enough. We’ve seen numerous entities file a termination when they were not in compliance, which ultimately leads to the filing being rejected. Common mistakes like that can result in a loss of time, money and (unfortunately) lead to an upset client.
This is where our entity dissolution/withdrawal research service can help. Available in most states, this service was designed to help you take the guesswork out of the termination process. Our team will tailor this service to your entity—researching the status of the entity and uncovering exactly what is needed to legally dissolve or withdraw in a specific state. We will update you with any extra steps required to legally terminate the entity. Please keep in mind that some states require entities to obtain a tax clearance certificate prior to submitting the terminations, which requires additional time to obtain. Our team will also supply you with the necessary state forms, based on the specific circumstances of the company. Once you have the required forms, you can either take it from there or enlist our assistance with the filing.
It’s very important to ensure your termination filings are completed in a timely manner. We recommend starting this process early, as this an extremely busy time of year. On top of that, winter months can be riddled with various unforeseen closures and weather-related issues that can create additional delays. If you need help dissolving an entity, reach out to our team for more information. We’re here to help make the process smooth and efficient.
Federal: FinCEN Warns of Ongoing Scams
We were recently made aware of ongoing scams whereby individuals are fraudulently identifying themselves as directors or deputy directors of the Financial Crimes Enforcement Network (FinCEN). If you have received an unsolicited communication from someone via phone, text, or email claiming to represent FinCEN, they advise that you do not respond. The FinCEN website directs potential victims to visit the Consumer Financial Protection Bureau for resources on detecting and reporting scams. Visit this site for more information and helpful consumer tools.
Nevada: Charitable Organizations
Effective October 1, 2021, Senate Bill 62 expands the types of organizations required to register with the secretary of state as a charitable organization. Additionally, the bill revises provisions governing the information required to be filed to register as a charitable organization, as well as what needs to be disclosed in connection with the solicitation of contributions. The full text of the bill can be found online here.
North Carolina: NCBCA Gets an Update
Effective October 1, 2021, Senate Bill 507 will make a number of changes to the North Carolina Business Corporations Act (NCBCA). Prior to this bill going into effect, the NCBCA required that a corporation’s shareholders approve all corporate name changes. Under the modified act, a corporation’s board of directors may change a corporation’s name without shareholder approval. The amended act also includes several changes pertaining to the maintenance, accessibility and delivery of corporate records and financial statements. For one, the act does away with the requirement that certain corporate records (articles of incorporation, financial statements, etc.) be kept at the corporation’s principal office. Instead, these documents can be stored elsewhere (even electronically) so long as they can be made available for inspection within a reasonable amount of time. Additionally, the act eliminates the obligation to mail the financial statements or a notice of their availability to the shareholders within 120 days after the close of the fiscal year. To read the text in its entirety, go here.
Rhode Island: Legislative Updates
As part of its ongoing effort to establish more modern and flexible laws and filing options, Rhode Island will move to a single annual report filing period for domestic and foreign business corporations, nonprofit corporations, and limited liability companies. Effective January 1, 2022 (H5984), annual reports for the aforementioned entity types must be filed with the secretary of state between February 1 and May 1 of each year. The bill also moves the non-profit filing period to the beginning of the calendar year instead of the middle of the summer when many non-profits aren’t actively meeting. Finally, the bill allows more time for businesses to file by extending the filing period an additional 30 days. The changes are intended to help eliminate confusion for business owners in the state.
The state also introduced legislation (H6064) that creates a conversion process for non-profit corporations. Borrowing from the conversion process already in place for business corporations, this bill establishes a more inclusive statutory framework for the merger or consolidation of non-profit corporations.
Various States: Annual/Biennial Report Due Dates
The states listed below have annual reports due in the coming months. Don’t miss a deadline or you may be subject to penalties and reinstatement fees. For assistance maintaining your annual report compliance, inquire about our managed annual report services. Email us at email@example.com for more information.
MI: Nonprofit corporations
MA: Nonprofit corporations
NH: Nonprofit corporations (due every 5 years)
HI: Corporations, LLCs, LLPs, LPs and nonprofit corporations with an incorporation/qualification anniversary date between October 1 and December 31
MN: Corporations, LLCs, LLPs, LPs and nonprofit corporations
WI: Corporations, LLCs, LLPs and nonprofit corporations with an incorporation/qualification anniversary date between October 1 and December 31
Employee Ownership Month
October is employee ownership month and we wanted to take a moment to extend our gratitude to our team members. Employee ownership is a very important aspect of our company culture and plays an integral part in how we operate as a business. As the only 100% employee-owned company in our industry, every member of our team has a vested interest in providing reliable, accurate work and outstanding customer service. Every client who reaches out to us is interacting with an owner. Every time. Over the past 18 months, our team has certainly faced a unique set of challenges. Our employee owners have been flexible and communicative. They have continued to show an unwavering commitment to delivering the best possible customer service to their coworkers and our clients alike. We are truly proud of our team and the effort they put forth daily.