The Year in Review: Top Articles from 2022

What this is: 2022 made 2021 look like 1999. Between the pandemic, war and rising inflation, do you remember any good news from 2022?

What this means:  From business formation to nonprofits to the corporate transparency act, the wide range of subjects we covered helped inform, educate and entertain our reader base. Here’s a listing of the most popular articles that came across our digital desks this year.

FAQs: Delaware Corporation Annual Report and Franchise Taxes

Annual reporting is essential for all companies. But there are always so many questions readers have about specifics. As always, we don’t dole out legal advice – but we do have some answers to your most asked questions, like what is due and when, how taxes for Delaware are calculated, and how to file an amended report.

• From the article: “It is important to note that Delaware will not issue Good Standing Certificates for corporations that have not met the annual report filing requirements. After two years of non-filing and non-payment, the corporation’s Certificate of Incorporation will be revoked.”

What is a Process Agent and Why Do You Need One?

When it comes to global finance transactions, it’s vital for all parties involved to understand the role of a process agent and why the process agent appointment should take place before a deal closes.

• From the article: “The role of the process agent is to act as a representative upon whom court papers may be served, on behalf of the appointing parties, and to deliver those court papers per the instructions of the appointing parties.”

11 Mistakes to Avoid When Preparing Your UCC Filings

Even what seems like a minor error on your UCC filings can result in rejection or could be deemed seriously misleading as defined in Section 9-506. Either of these situations can negatively affect the priority of the lender’s interest in the collateral.

• From the article: “…we often see filings involving trusts prepared incorrectly with the trustee’s name in the debtor box. Filings involving trusts should either have the trust’s name in the debtor box or the settlor’s name if the trust does not have a name.

A Step-by-Step Guide to Document Authentication and Legalization

When submitting documents for one country while doing business in another, the receiving party frequently requests confirmation of authenticity for the signature and seals of the public authority who executed, issued, or certified a copy of a document

• From the article: “The process varies depending on whether you are legalizing public documents, such as certified copies of court documents, or private documents, such as corporate bylaws for a US company or a private contract.”

BVI Company Search: Due Diligence in the British Virgin Islands

A BVI business company (BVI BC) documents that are publicly accessible are different from those in the US. Extra information, however, may be retrieved through a company's BVI registered agent with the client's permission or by court order.

• From the article: “General information on companies formed in the British Virgin Islands, such as a company's registration number, registered office, incorporation date, status, and authorized capital, can be obtained from the BVI Registrar of Companies.”

The Benefits of Choosing New York Law in Cross Border Financial Transactions

This is Part Two of an article exploring the reasoning behind some of today’s most common choice of law and forum selection options in international contracts, and the role of a process agent in those transactions. This article focuses on the benefits of choosing New York law. The previous article can be found here Consenting to Jurisdiction: Forum Selection Clauses And The 'Minimum Contacts' Requirement.

• From the article: “…one fundamental question is “Where to sue?,” which is an issue of forum selection clause (or choice of forum). However, it is just as important to determine “Which law will apply to this international transaction?” which is a question typically dealt with in a governing law clause (or choice of law).”

Registering to do Business in Puerto Rico

A very popular post this year, this article explores the procedures surrounding doing business in Puerto Rico. Whether a company is forming a new Puerto Rican entity or authorizing the U.S. company to do business there, you should read this overview of the filing procedures for corporations and LLCs on the island.

• From the article: “The Puerto Rico General Corporations Act of 2009 indicates that it takes the General Corporation Law of Delaware as a model, so the laws in Puerto Rico will likely be familiar to those who form business entities in the United States. The filing procedures for incorporation or registration follow a similar pattern beginning with the name availability check.”

Extra Provincial Registration: Registering a US Company in Canada

Our partners to the north are well researched on our blog. One of the most popular articles is about provincial registration for US companies in Canada. An educated workforce, lack of a language barrier, and similar governmental and economic systems all combine to make Canada an attractive choice for a company looking to expand outside the US.

• From the article: “When registering a business in Canada, the first step is to verify the company’s name is available for use in the chosen province, and then file the appropriate registration documents. This process is similar to, but not the same as, registering a company to do business in another US state. Additionally, and similar to the US, each province has its own quirks and requirements to register and maintain a company."

The Corporate Transparency Act: Updated Information On Beneficial Ownership Reporting Requirements

The Corporate Transparency act is one of the most significant legislative acts in recent memory, and we had our in-house expert tell us all about what key definitions, exemptions, and violation consequences. It is so popular in fact that the follow up article, FinCEN Issues Final Rules on The Corporate Transparency Act’s Beneficial Ownership Reporting Requirements also reached our top ten read articles this year.

• From the article: “Last spring, FinCEN issued an Advanced Notice of Proposed Rulemaking (ANPRM), soliciting public comment on, among other things, whether certain terms in the CTA need clarification. FinCEN received over 200 public comments to its ANPRM from individuals, law firms, service companies, financial institutions, accounting firms, trade associations and others.”

Is a Registered Agent Required for Nonprofit Charitable Fundraising Registration?

Do you need a registered agent for your nationwide fundraising initiative? The answer is maybe. This article goes into why the Unified Registration Statement (URS) can be misleading, the difference between statutory representation and special agency representation for nonprofit organizations and the clarification of various state fundraising registration requirements regarding registered agents.

• From the article: “Be careful not to confuse corporate qualification with charitable solicitation registration or you'll find yourself needing to unravel an expensive mistake.” 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.