Alerts

Virtual Office Vulnerability

Virtual offices are all the rage these days. Who doesn’t want a prestigious address on their letterhead without having to pay for an expensive office? However, when it comes to a registered office address, there is much more to consider than how much that address may impress others.

State laws mandate that a corporate entity must maintain both a registered agent and registered office physically located in the state in which it is registered. In addition to having a registered agent listed in the domestic home state, a company must also have a registered agent in each state where business is transacted. This requirement is intended to ensure that both the state and public have a point of contact for the business. The primary purpose of this contact is to aptly receive and quickly forward legal service of process and important notices.

A virtual office provides a company with an address to receive physical mail while conducting business at another location. More companies are using virtual offices than ever before. Many states already prohibit entities from listing post office boxes and mailbox services as registered office addresses because in-person service of process on the registered agent is not possible. Likewise, a virtual office is noncompliant in this regard and should not serve as a company’s registered office address. As the virtual office trend continues, states are explicitly prohibiting entities from listing virtual office addresses as their registered office.

Don’t run the risk by listing a virtual office address as your registered office. Instead, utilize a trusted professional nationwide registered agent service provider that gives you the national presence a company needs and helps reduce the chances of delayed receipt of vital information.

If interested in learning more about Capitol Services’ registered agent safeguards, please contact us for more information.

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Service of Process Forwarding

We know how important it is for you to receive sensitive legal documents in a timely manner. For this reason, we have designed our registered agent systems and processes to be efficient and accurate.

It is our policy to forward service of process to clients on the day of receipt. When we receive service of process for a registered agent client, we immediately enter and scan the document into our system. We then send an email notification of the document’s receipt to the client’s designated service of process contact as well as to any additional email addresses that the client has requested that we copy. This email notification contains basic information about the service of process (including the document type, case title, and case number) as well as a link to an image of the document itself. We then forward the original document to the client’s service of process contact by Federal Express Two Day Delivery.

Clients can also access all documents that we’ve received and forwarded as their registered agent through our online Client Dashboard. As a reminder, we are currently physically on-site, fully operational, and responsive to SOP during COVID-19. If you have any questions about our registered agent services, please don’t hesitate to reach out.

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Phony Government Correspondence

Beware of solicitations masquerading as government correspondence! Unscrupulous operators are sending misleading, official-looking letters to businesses in many states asserting that the business must pay a hefty fee for certificates, filings and other compliance services that they may not need. Many times they mislead a company into mistakenly changing its registered agent.

The National Association of Secretaries of State (NASS) and the Federal Trade Commission (FTC) are working together to combat these deceptive practices and have recently released briefings describing the scams and how to avoid falling prey.

We want to assist their efforts by spreading the word and providing the following helpful tips:

1.   Be aware of the three most common types of misleading solicitations as reported by NASS:

    • Reporting Requirement Solicitations
    • Certificate of Status Solicitations
    • Annual Minutes Solicitations

2.   Read the fine print, look for statements like: “This is not a governmental agency”

3.   Be especially vigilant when receiving correspondence from the following companies that NASS has identified as senders of misleading solicitations:

    • Business Compliance Division
    • Business Services Division
    • CPFS
    • CT Certificate Service
    • Georgia Certificate Service
    • Workplace Compliance Services & Filing Labor Compliance

4.   Review corporate officer, registered agent, and address information on prepopulated forms to look for suspicious changes
If you spot a scam, alert the FTC at ftc.gov/complaint. When in doubt, email us at regagent@capitolservices.com. We’ll help you chunk that junk and get on with your day.

Capitol Services has you Covered

Over the past few years, Capitol Services has taken every opportunity through our newsletters, webinar offerings, and educational social media posts to promote the value of comprehensive searching when it comes to litigation and bankruptcy due diligence. There are over 3,000 counties in the U.S., and within those counties there are multiple courts hearing civil cases. Because there is no nationwide search database, those hunting for cases and judgments must determine which courts need to be researched. Regardless of where an entity is domiciled, they may be sued in multiple jurisdictions across the states. Entities filing for bankruptcy may forum-shop to determine which jurisdiction will be most beneficial in regard to their situation. Researchers must have a firm grasp on the details of all courts available so they may make an educated decision on how deep they wish to dig.

It is our understanding that some other search providers in our industry are including state courts with general jurisdiction on their lien search estimates but omitting some local courts that may be equally important to our customers. Though this might make a competitive estimate look great on its bottom line – what are you missing that could have dire consequences when details are later reviewed? Don’t forget the old adage you get what you pay for.

Superior and Chancery courts in Delaware with general jurisdiction are often searched, but we regularly see competitors omitting the Court of Common Pleas within the state of Delaware. Not only do these courts hear civil cases with damages up to $50,000, but Delaware’s popularity for incorporation means that a wide variety of entities would find a nexus for litigation here.

In Texas, our District courts have general jurisdiction, hearing civil cases with no limit to their damages. Our county courts at law hear civil cases up to $200,000 in total damages. Because we feel this is significant, we include these courts on our client estimates and give you the option to include or omit before proceeding with the search process.

Mississippi’s Circuit courts hear general jurisdiction cases, as do their Chancery courts. Are both included on the estimates you might be comparing? Because Mississippi’s county courts hear cases with damages up to $200,000, Capitol Services feel they are significant enough to include on our estimates to you. But our competitors are not offering nor searching these lower court jurisdictions.

With countless jurisdictions to keep track of across the nation, we want our customers to rest assured that we make it our business to know what is happening within each court’s purview and to put the power of choice into your hands when determining how robust you wish to make your lien and litigation search profile. Look beyond the bottom line when comparing competing estimates and give us an opportunity to share our valuable research with you so that you can make the most informed decisions possible.

Lien Reporting Revamp

Recently, Capitol Services revamped the way we report civil litigation results to our customers resulting in a more robust product to better serve their due diligence needs. Previously, when a customer was interested in which cases resulted in a judgment, we would provide a listing of all closed cases so that clients could make this determination for themselves. Now, our litigation specialists are helping to conclude the nature of the case dispositions — saving our customers valuable time when reviewing search results! We are still providing the value of a quick glance at all closed cases (whether by dismissal or other reasons), but we are also providing an additional report pointing to all cases resulting in a judgment. We will also continue to provide reports reflecting recorded judgments at the county recorder’s office. Full, complete, and organized litigation results are available to our customers in both easy–to–read .pdf and easy–to–sort Excel spreadsheet formats.

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Publication Requirements

In the world of corporate filings, publication is a bit of a holdover. Only a small number of states still require this step, and it is usually only done for certain entity or filing types. For example, New York and Pennsylvania require publication of certain formation and foreign registration documents. In other states, such as California, Florida, and Georgia, fictitious/assumed/trade name filings must be published.

Differing from the examples above, Nevada has an annual publication requirement for foreign corporations conducting business in the state.  The statute indicates that these entities must publish certain corporate information in two issues of a Nevada newspaper by March 31 of each year. As a result, newspapers will often send out their solicitations for publication during the first few months of the year.

It may be unclear under which circumstances publication is required and that is where we come in! Our knowledgeable and experienced Client Service Representatives are equipped to handle both the filings and any necessary publications.