Alerts

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.

Several States make Changes

Texas

2019 proved to be a busy year for legislatures across the nation. The Texas Business and Commerce Code was amended to eliminate the duplicative assumed name certificates for business entities required to register with the Secretary of State. Effective September 1, 2019, corporations, limited liability companies, limited partnerships, limited liability partnerships, and foreign filing entities are no longer required to file an assumed name certificate at the county level. Businesses not requiring registration with the Secretary of State, such as general partnerships, real estate investment trusts, and joint ventures, are still required to file an assumed name certificate at the county level.

North Dakota

North Dakota joined the masses and changed the way it determines whether a business entity name is available. Effective April 26, 2019, North Dakota’s name availability standard changed from the “deceptively similar” standard to a less restrictive “distinguishable in the records” standard. This change should result in a wider range of names available for new domestic entities and a greater chance of legal name registration for foreign entities.

Florida and Montana

Both Florida and Montana recently passed comprehensive revisions to their corporate laws. The modified and new provisions regarding corporate governance, largely based on the 2016 Model Business Corporation Act, bring uniformity, making it easier for corporations to operate in those states. Florida’s new legislation took effect January 1, 2020, while Montana’s goes into effect June 1, 2020.

Maine and Oklahoma

Lastly, the benefit corporation movement continues to sweep the nation. Maine and Oklahoma both passed legislation allowing companies to register as benefit corporations. This corporate designation gives greater legal protection for companies pursuing for profit business models while maintaining a primary objective to generate a public benefit. Nearly all states now recognize some type of public benefit business entity.

The ARMS Advantage

There was a time when you could rely on states to send reminders to file your companies’ annual reports and to keep you abreast of any changes to their due date requirements. No longer! Many states have stopped sending reminders of annual report due dates, and companies are forced to identify and track the due dates themselves. Perhaps this is why so many companies miss their annual report filings and fall out of good standing each year.

The consequences of failing to file your annual reports can be significant.
These include:
• Administrative dissolution or revocation
• Loss of right to use your corporate name
• Tax liens against you for unpaid taxes
• Voidable contracts if entered into while in bad standing
• Breach or default of duties under financing agreements

Tired of attempting to keep track of your annual report due dates? Sign up for our Annual Report Management Service (ARMS), and let us manage your filings! ARMS is an auxiliary service offered to companies that have appointed us as their registered agent. We can help take the pain out of annual report compliance.

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Some Filings Eligible for E-Benefits

As of today, almost all U.S. states have passed statutes allowing for electronic or e-recording of real estate documents. We are happy to now offer an e-recording service in thousands of counties across the country.

In most cases, e-recording reduces fees and turnaround time for evidence of filing. Because we are able to get an almost immediate satisfaction of filing or rejection, there is no longer a concern that a filing office or delivery service will misplace an important document without us knowing. Postage alone on large recording projects can add significant costs – especially if those large boxes are shipped to your service provider, a local filing office, and then back to your desk.

As we’ve seen with some Secretary of State requirements, it’s not impossible to imagine a day when real estate documents are required to be electronically transmitted. Take advantage of our e-recording service and ask us if your next filing is eligible!

IS MY FILING ELIGIBLE?