August 2003 Monthly Summary of Corporate Compliance Issues from Corporation Service Company®

 

August Highlights:

I. Statutory Updates & Announcements

A. Colorado Periodic Reports Filing Fees Change
B. Delaware Amends Revised Uniform Partnership Act, General Corporation Law, and Limited Liability Company Act - Effective August 1, 2003
C. Florida Legislative Changes
D. Illinois Legislative and Administrative Changes
E. Louisiana Law Changes Affecting Limited Liability Companies, Banks and Registered Agents effective August 15, 2003
F. Missouri to Allow Facsimile Signatures
G. Ohio Recorder Fees Double Effective August 1, 2003
H. Ohio Changes Rules for Special Meeting of Shareholders
I. South Dakota Fee Changes
J. Texas Adopts Business Organizations Code
K. Rhode Island Secretary of State Increases Fees for Certain Corporation Filings
L. Washington, D.C. Master Business License Registration Program Update

II.
News
A. Corporation Service Company® and LexisNexis™ Document Solutions Continue to Offer Unsurpassed Client Service
B. CSCSM Offers Fall 2003 Paralegal Leadership Institute – Boston and Chicago
C. CSCSM Sponsors ACCA (American Corporate Counsel Association) Annual Meeting, October 8-10, 2003

III.
UCC News

A.

Commercial Finance Association Annual Convention – October 22-24, 2003 Chicago

IV. Motor Vehicle News
A. Alabama Issues New IRP Cards
B. California Changes Vehicle License Fees
C. Hawaii Safety Inspections Locations
D. Illinois Adds Commercial Distribution Fee
E. Maryland Raises All Tag Fees
F. Mississippi Counties Issue Temporary Registration Receipts
G. Missouri Out-of-State Inspections Not Accepted
H. Ohio Sales Tax Increases
I. Ohio Issues New Cab Cards
J. Oklahoma Motor Vehicle Offices Accepts VIN Inspection Copies
K. Tennessee Replaces All Commercial P Plates
L. Washington Title Issuance Time Frame

V.
International News
A. Ontario Tax Returns Must Be Filed for Inactive Corporations
B. International Government Office Holiday Closings

VI.
New Business Solutions From
     Corporation Service Company®

A. Attend Web-Based Training on RecordsCenterSM, CSC’s Entity Management, Compliance and Governance Service — August 13, 2003 and August 20,2003, 2-3 pm EST
B. Consolidate, Manage and Protect Your Domain Names With CSCSM
C. Virginia Laws Affecting Business Entities, 2003 Edition Available This Month
D. The Directors’ Handbook Helps Board Members and Directors Master “Due Care” Ropes
E. “Did You Know?” IncSpot® Tips – Acknowledging Receipt of Your Company’s Service of Process (SOP) Directly Online via IncSpot is Now Even Easier

VII. August/September State Holiday Closings

 



Important News Flash for LexisNexis™ Document Solutions Customers:

Welcome to ComplianceFlash®,
CSC’s Monthly Summary of Corporate Compliance Issues. Here you’ll continue to find the most up-to-date news and information you need to help make your job easier and keep your entities in compliance. There’s more. You’ll see news covering UCC as well as Motor Vehicles.


I. Statutory Updates & Announcements

A. Colorado Periodic Reports Filing Fees Change
The Colorado Secretary of State announced that effective September 1, 2003, processing fees for periodic reports will be as follows:

E-filing – periodic reports $10.00; delinquent reports $30.00; and reports of suspended limited liability companies with reinstatement fee $55.00. A processing fee is only charged if the system accepts the filing. E-filing periodic reports may be completed two months earlier than normal (for instance, a filer whose periodic report would be sent in September 2003 may e-file on or after July 1, 2003).

Paper – periodic reports $25.00; delinquent reports $45.00; and reports from suspended limited liability companies with reinstatement fee $150.00. If a paper filing is rejected, the same processing fees apply, and there is no refund of fees if reports are rejected.


B. Delaware Amends Revised Uniform Partnership Act, General Corporation Law, and Limited Liability Company Act - Effective August 1, 2003
House Bill 200 amended the Delaware Revised Uniform Partnership Act to allow Delaware partnerships (including limited liability partnerships) to convert to non-Delaware entities. It also clarified:

  • Backdating rules related to corporate filings established earlier this year
  • Liability of a person admitted as a partner to a domestic partnership upon converting an entity to a domestic partnership
  • Liability of a person admitted as a partner to a domestic partnership upon the domestication of any non-United States entity as a domestic partnership


House Bill 201 amended the Delaware Revised Uniform Partnership Act to allow Delaware limited partnerships to convert to non-Delaware entities.

  • It clarified backdating rules related to corporate filings established earlier this year.
  • It confirmed the ability to establish one or more series and allows the general notices on the limitation on liabilities of series not to refer to any specific series.
  • 17-805 allows, under certain circumstances, the appointment of trustees and receivers for limited partnerships after the cancellation of the certificate of limited partnership upon the application of a creditor, a person who was partner at the time of cancellation, or a person who shows good cause.

Senate Bill 127 amended the General Corporation Law.

  • A committee of the board of directors may create subcommittees unless authority is restricted by the certificate of incorporation, the bylaws or the resolution of the board of directors designating the committee.
  • Directors may authorize the corporation to agree with another person to submit a matter to stockholders, but reserve the ability to change their recommendation.
  • Extended inspection rights to a person who beneficially owns stock through either a voting trustee or a nominee who holds the stock of record.
  • Satisfied the oath requirement by a declaration under penalty of perjury under the law of the United States or any state.
  • Allowed the inspection of books and records of subsidiaries under certain circumstances.
  • Presumed the director’s purpose is proper.
  • The Court of Chancery has jurisdiction to hear and determine controversies regarding the right of any person to hold or continue to hold office as director, officer or member of the governing body of a Delaware corporation, irrespective of whether the controversy arose from the conduct of an election.
  • Shares or other interests of a constituent corporation or entity to a merger or consolidation may be converted, cancelled or unaffected by the merger.
  • Delaware corporations wanting to convert to Delaware limited liability companies, general partnerships, limited partnerships or statutory trusts must comply with the applicable requirements of the statutes governing the formation of those entities to complete the conversion.

Senate Bill 128 amended the Delaware Limited Liability Company Act to allow a Delaware limited liability company to convert to a non-Delaware entity.

  • It clarified backdating rules related to corporate filings established earlier this year.
  • It confirmed the ability to establish one or more series and allows the general notices on the limitation on liabilities of series not to refer to any specific series.
  • 18-805 allows, under certain circumstances, the appointment of trustees and receivers for limited liability companies after the cancellation of certificate of formation upon the application of a creditor, a person who was a member or manager at the time or cancellation, or a person who shows good cause.

To access the full text of Delaware legislation detailed above go to www.statenet.com and click on the link for Statenet Subscriber Services. Log into the Website using the login "billtext," and the password "text." Click on Legislation, and then Search by Bill Number. Enter the entire bill number, without spaces (e.g., DEH200 and DES127), and click on Run Search. The bill status will appear. Select the Bill Text icon on the far right side of the screen to review the full text of the bill. When you are finished reviewing the bill status and bill text, please click on the Sign Out icon in the upper right corner of the screen to end your session.


C. Florida Legislative Changes
Florida House Bill 1623, which substantially revises the Florida Business Corporation Act, has been signed by the governor and will become effective on October 1, 2003. Specifically, the bill:

  • Expands the authorized signer provisions to include all directors.
  • Permits the inclusion of a specific time when a delayed effective date is specified.
  • Expands the time frame to correct a filed document from 10 to 30 days.
  • Requires dissolved corporations to publish a “Notice of Corporate Dissolution."
  • Streamlines the reinstatement process for administratively dissolved corporation.
  • Makes substantial changes with respect to shareholder rights.

To review the full text of the bill, go to http://election.dos.state.fl.us/laws/03laws/convframe.html and click on law number Ch. 2003-283.


D. Illinois Legislative and Administrative Changes
The following changes became effective on July 1, 2003:

Business Corporations

  • Business corporations may no longer change their registered agent on the Annual Report. Changes must be filed on Form BCA 5.10. (This does NOT apply to Not for Profit Corporations).
  • The returned check fee has increased from $2.00 to $25.00.
  • Section 4.10 has been amended to permit a person who reserved a corporate name to cancel the reservation at any time during the 90-day reservation period. The fee is $5.00.
  • Section 13.45 has been amended to permit a qualified foreign corporation that has merged into a non-qualified foreign corporation to withdraw by filing a certified copy of the articles of merger. The filing fee is $100.00.

Limited Liability Companies

  • A limited liability company may no longer renew a name reservation under section 1.15(c). The name reservation may be cancelled at any time during the 90-day reservation period.
  • Assumed names may, but are not required to, have a designation. Forced assumed names must include a designation.
  • New section 5.47 permits the filing of a statement of correction for a fee of $25.00.
  • New section 45-47 sets forth the activities that do no constitute doing business.
  • An entity that is the manager or member of a limited liability company is no longer required to qualify in Illinois. Entities must provide evidence of existence (certificate of good standing) upon the request of the Secretary of State. A foreign entity that is qualified does not need to be in good standing in order to sign documents, but it may not be revoked. A domestic entity that is a signatory is not required to be in good standing, but it may not be dissolved. See 14 Ill. Adm. Code 178.20.

Limited Partnerships

  • Limited Partnership fees were increased as follows:

Certificate of Limited Partnership ............................................ $150.00
Certificate to be Governed ......................................................... $50.00
Certificate of Amendment .......................................................... $50.00
Biennial Renewal Report .......................................................... $150.00
Certificate of Reinstatement(no changes to penalties)....... $200.00
Any other ....................................................................................... $50.00
Flat fee for certified copies (no matter how many pages) .. $25.00
Certificate of Good Standing .................................................... $25.00
Certificate of Existence .............................................................. $25.00
Certificate of Merger ................................................................... $50.00
Certificate of Cancellation ......................................................... $25.00

  • Limited Partnership expedite fees are doubled.

In addition to the above, all corporate and limited liability company expedite fees will double effective September 1, 2003. Corporate and limited liability company filing fees will increase effective December 1, 2003.

These changes are effected under IL Senate Bills 1506 and 1903. To review the full text of these bills, go to http://www.legis.state.il.us/legislation/default.asp.


E. Louisiana Law Changes Affecting Limited Liability Companies, Banks and Registered Agents effective August 15, 2003
Louisiana House Bills:

House Bill 186 now allows financial institutions to operate as limited liability companies. A limited liability company is required to have a perpetual existence, centralized management, limited liability and free transferability of interests. If the limited liability company includes in its name the words bank, banker, banking, savings, safe deposit, trust, trustee, building and loan, homestead or credit union, approval of the commissioner of the office of financial institutions is required. See the full text of the bill at: http://www.legis.state.la.us/leg_docs/03RS/CVT10/OUT/0000KQHJ.PDF.

House Bill 226 allows an agent of a corporation to make and sign an annual report. The name, address, telephone number and electronic mail address, if available, of the person submitting the annual report is required. See the full text of the bill at: http://www.legis.state.la.us/leg_docs/03RS/CVT4/OUT/0000KQHN.PDF.

House Bill 227 requires the Secretary of State to mail a copy of the agent’s resignation to the corporation’s principal business office address. See the full text of the bill at:
http://www.legis.state.la.us/leg_docs/03RS/CVT5/OUT/0000KQHO.PDF.

House Bill 228 provides that a registered agent’s resignation is effective upon providing written notice to a limited liability company and the Secretary of State. A successor agent shall be appointed within 30 days of the agent’s resignation. An agent may sign the limited liability company’s annual report. See the full text of the bill at: http://www.legis.state.la.us/leg_docs/03RS/CVT6/OUT/0000KQHP.PDF.

House Bill 229 requires the Secretary of State to mail a copy of the agent’s resignation to the limited liability company at its principal business office address instead of its registered office. See the full text of the bill at:
http://www.legis.state.la.us/leg_docs/03RS/CVT7/OUT/0000KQHQ.PDF.


F. Missouri to Allow Facsimile Signatures
The governor of Missouri signed Senate Bill 394 on July 3, 2003, which allows a signature on any document filed with the Secretary of State under Chapter 351 Revised Statutes of Missouri to be done by a facsimile, conformed signature or electronically transmitted signature, and allows domestic general partnerships to merge or consolidate with other business entities. The effective date is August 28, 2003. SB 394 may be accessed at http://www.senate.state.mo.us/03info/billtext/tat/sb394.htm.


G. Ohio Recorder Fees Double Effective August 1, 2003
Effective August 1, 2003, Ohio House Bill 95 doubled the recorder fees in all 88 counties. See http://www.legislature.state.oh.us/search.cfm for the full text of the bill.

H. Ohio Changes Rules for Special Meeting of Shareholders
Ohio House Bill 7 changes the law relating to special shareholder meetings for tender offers and control share acquisition bids. See the bill text at: http://www.legislature.state.oh.us/bills.cfm?ID=125_HB_7


I. South Dakota Fee Changes
The Secretary of State of South Dakota increased its fees effective July 1, 2003, including many of the fees for business entity filings, UCC filings and expedited services. To review a complete list of the fee changes, go to http://www.state.sd.us/sos/fees/.


J. Texas Adopts Business Organizations Code
The Texas Legislature adopted the Business Organizations Code, which takes effect on January 1, 2006. The purpose of the code is to make the law more accessible and understandable by:

  • Rearranging the business entity statutes into a more logical order
  • Employing a format and numbering system designed to facilitate citation of the law and to accommodate future expansion of the law
  • Eliminating repealed, duplicative, expired, executed and other ineffective provisions
  • Restating the law in modern American English to the greatest extent possible

House Bill 1156 was enacted May 19, 2003, was signed by the governor and was assigned Chapter 182 of the Session Law. The 824-page act may be accessed at http://www.sos.state.tx.us/statdoc/bills/hb.shtml by scrolling down to HB 1156 and clicking on the link.


K. Rhode Island Secretary of State Increases Fees for Certain Corporation Filings

Effective July 16, 2003, filing fees for the following domestic and foreign corporation filings will be increased by the Rhode Island Secretary of the State:

Domestic Business Corporations
Articles of Incorporation (for up to but not including 75,000,000 shares): $230.00
Amendments to Articles of Incorporation (that increase shares up to but not including 75,000,000 shares): $210.00

Foreign Business Corporations
Certificate of Authority (for up to but not including 75,000,000 shares): $310.00
Amendments to Certificate of Authority (that increase shares up to but not including 75,000,000 shares): $235.00

The above fees are being increased as a result of the passing of the Rhode Island budget bill, House Bill 6174Aaa. All other Secretary of State filing fees remain unaffected by the bill. To review the complete bill text once it becomes available, go to http://www.rilin.state.ri.us/BillText/BillText03/BillText03.html and search for the bill by bill number.


L. Washington, D.C. Master Business License Registration Program Update
On July 8, 2003, the D.C. Council passed emergency legislation known as the “Streamlining Regulation Emergency Act of 2003,” which removes the District licensing requirement with the Department of Consumer and Regulatory Affairs (DCRA) for all businesses that do not require special inspections, investigations or approvals. For all other businesses that were previously licensed and require inspections or special approvals, such as restaurants, delicatessens and second-hand merchandise dealers, the business license requirements and renewal periods will remain the same and will be converted into the “Basic Business License” at the time of the license renewal. The legislation may be accessed at
http://www.dccouncil.washington.dc.us/lims/getleg1.asp?legno=B15-0317. For more information on the Basic Business License program, click on http://mblr.dc.gov/information/need_lic/index.shtm.


For more information about state statute changes, please contact your Customer Service Representative or Account Manager.

 

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II. News

A. Corporation Service Company® and LexisNexis™ Document Solutions Continue to Offer Unsurpassed Client Service
With the recent acquisition of LexisNexis™ Document Solutions (LNDS) by Corporation Service Company® (CSC), the daily resources you are accustomed to having access to and unsurpassed service you expect will continue as we move forward. We encourage you to contact your Account Manager and Customer Service Representative if you have any questions. Additionally, we encourage you to continue to log on to www.lexpedite.com to complete your UCC and Motor Vehicle projects. Our enhanced technology continues to offer the most robust solutions for UCC and lien-related services as well as motor vehicle services.

In the weeks and months to come, you will be hearing from us regularly regarding information on new products and services that are now available to you. Click on the following links:

To learn more about UCC and Lien-Related Services, go to
www.lexisnexis.com/documentsolutions/products_sts.html

To learn more about Motor Vehicle Services, go to
www.lexisnexis.com/documentsolutions/products_sts_mv.html

To learn more about CSC’s registered agent, entity management, corporate governance and compliance services, to go www.incspot.com and click on Products and Services in the top navigation bar.


B. CSCSM Offers Fall 2003 Paralegal Leadership InstituteSM – Boston and Chicago
CSCSM is pleased to announce the continuation of its popular Paralegal Leadership InstituteSM for the Fall 2003 calendar year. The Paralegal Leadership Institute, in its sixth year, is a CLE-accredited program examining current topics of interest to the paralegal community. The two-day program will focus on topics such as Sarbanes-Oxley and its effect on disclosure, reporting, compliance and record keeping, specifically for the paralegal. Director/officer and audit committee issues will be addressed. Overviews on Blue Sky, Due Diligence, Ethics and Intellectual Property also will be included. And, new this
Fall—Legal Writing for the Paralegal. Catch up on all the latest issues while getting your CLE credits! For more information and to sign up click here.

  • October 9th and 10th - Boston, Massachusetts
  • October 20th and 21st - Chicago, Illinois


C. CSCSM Sponsors ACCA (American Corporate Counsel Association) Annual Meeting-October 8—10, 2003
CSCSM is proud to have been selected as one of the sponsors of the ACCA annual meeting to be held in San Francisco on October 8th–10th, 2003. ACCA’s 2003 annual meeting is designed to allow corporate counsel to attend educational programs for CLE credit that discuss compliance with evolving legal, ethical, and professional obligations. Sessions are presented on the latest developments in corporate governance, employment law, intellectual property, litigation, risk management, e-commerce, and more. Since CSC is the leader in the development of many services that assist in corporate compliance and governance, we are happy to be able to participate and provide a unique perspective on these issues. Look for more information on the conference in the upcoming months.

 

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III. UCC News

A. Commercial Finance Association Annual Convention – October 22-24, 2003 Chicago
CSCSM will be among the Exhibitors at the Commercial Finance Association's (CFA) 59th annual convention in Chicago on October 22nd–24th. Over 1400 members of the asset-based financial services industry are expected to attend. CSC, through the recent acquisition of LexisNexis™ Document Solutions, is now the premier provider of secured transactions services in the financial and legal markets by specializing in UCC filing, searching, and portfolio management services, and motor vehicle filing and lienholder services.

 

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IV. Motor Vehicle News

A. Alabama Issues New IRP Cards
Effective May 30, 2003, IRP section began issuing new IRP cards to Alabama registrants. Cab cards with expiration date of 2003 will be printed on red and white stock with red detachable tag decal. Those cab cards with expiration 2004 are printed on yellow and white stock with yellow detachable tag decal. There will be a mixture of old and new cab cards through May 2004.

B. California Changes Vehicle License Fees
Effective October 1, 2003, IRP Vehicle License Fee (VLF) offset for vehicles with an expiration or final due date on or after October 1, 2003 will be eliminated and full VLF fees will be required. All other fees remain unchanged.

C. Hawaii Safety Inspections Locations
Safety inspections may be obtained from any gas station in Hawaii.

D. Illinois Adds Commercial Distribution Fee
IRP legislation has passed to include a Commercial Distribution Fee (CDF) along with registration fees. Fee is effective July 1, 2003. This plan allows 120 days for each jurisdiction to implement new fee structure.

E. Maryland Raises All Tag Fees
As of July 1, 2003, all tag fees increased by $2.50 per year.

F. Mississippi Counties Issue Temporary Registration Receipts
Counties issue a temporary receipt for registration, in lieu of the permanent tag, for vehicles with a GVW of 10,000 lbs. or more. State has 30 days to issue the permanent tag.

G. Missouri Out-of-State Inspections Not Accepted
Out-of-state inspections are not acceptable.

H. Ohio Sales Tax Increases
Sales tax increased from 5% to 6%.

I. Ohio Issues New Cab Cards
Effective August 1, 2003, new cab cards will be issued for all IRP transactions.

J. Oklahoma Motor Vehicle Offices Accepts VIN Inspection Copies
Motor Vehicle offices will accept a copy of VIN inspection if attached to the computer receipt.

K. Tennessee Replaces All Commercial P Plates
All commercial P plates have been replaced with H plates (For Hire). SUV and van plates may be either H or passenger plates; however, to obtain passenger plates, the owner is required to provide affidavit stating the vehicle is only for personal/private use.

L. Washington Title Issuance Time Frame
Currently, Motor Vehicle is taking 8-10 weeks to issue a title.

 

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V. International News

A. Ontario Tax Returns Must Be Filed for Inactive Corporations
The Ontario Ministry of Finance has sent letters requesting immediate filing of CT23 returns. Corporations that file CT23 late and have tax due to the government are charged a late filing penalty of up to 17% on the outstanding balance, escalating up to 50% for repeat late filers. The Ministry is issuing demand letters to directors of those corporations which have not filed CT23s, and the directors are subject to prosecution under the Ontario Provincial Offences Act and, upon a conviction, a fine of $200 per day may be imposed. The Ministry is no longer dissolving companies for failure to file tax returns and is increasing enforcement.

B. International Government Office Holiday Closings

August 2003
1 - Barbados, Bermuda
4 - Canada, Bahamas, British Virgin Islands, United Kingdom, Saint Kitts & Nevis
5 - Nevis
11 - Singapore
25 - Channel Islands, Gibraltar, Isle of Man, United Kingdom, Ireland
29 - United Kingdom, excluding Scotland

September 2003
1 - Guam, U.S. Virgin Islands, Ireland, Puerto Rico, Canada, Northern Mariana Islands,
Bermuda, Marshall Islands
10 - Belize, Gibraltar
12 - Hong Kong
19 - Saint Kitts & Nevis
30 - Marshall Islands, Turks & Caicos

For more information on CSCSM international services, call toll-free 877-603-3095.

 

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VI. New Business Solutions From Corporation Service Company®

A. Attend Web-Based Training on RecordsCenterSM, CSC’s Entity Management, Compliance and Governance Service—August 13 and 20, 2003, 2-3 pm EST
Learn about exciting new enhancements and services in RecordsCenterSM, CSC’s entity management, compliance and governance service, by attending a Web-based training session designed especially for you.

Wednesday, August 13, 2003 and Wednesday, August 20, 2003
2:00 pm - 3:00 pm EST

You’ll learn how to:

  • Set up and maintain all entities in your management portfolio, even if CSCSM is not currently acting as your Registered Agent
  • Display your defined organizational structure with our Organizational Chart
  • Create user-defined fields and customized private value lists as well as unique organizational and legal structures
  • Record multi-level ownership of each entity, including subsidiaries, and percent of ownership for your entire portfolio
  • Manage your complete DBA portfolio with our DBA (assumed name filing) service – whether it is at the state, county, or local level

Attendance is easy. Simply follow these directions for the web portion:

  1. Point your web browser to http://csc.raindance.com
  2. Select “Attend a Private Event”
  3. Enter x3413205 in the Event Name/Number field (don't forget the x in front of the numbers)
  4. Fill in the remaining fields
  5. Select "continue"

To attend the conference call:

  1. Dial 877-326-2337
  2. Enter Conference ID 3413205 when prompted

For more information about RecordsCenter, contact your Account Manager or speak to a Customer Service Representative toll-free at 877-932-6263, or email us at recordscenter@cscinfo.com


B. Consolidate, Manage and Protect Your Domain Names With CSCSM

CSCSM offers a full suite of domain name management services including registrations, transfers, renewals, and reports on your entire domain name portfolio with ease and efficiency.

Registrations: Trust CSC to register and manage all your generic top-level domain names (TLDs) and country code top-level domain names (TLDs) worldwide.

Transfers: Consolidate all your generic TLDs and country code TLDs with CSC. Our account representative will perform an independent audit of your domain name portfolio and manage the entire transfer process.

Renewals: Our “auto-renew” service gives you the ability to automatically designate the renewal of domain names 30 days prior to the expiration date, thus preventing the loss of valuable domain names assets.

Reports: Use our online portfolio manager to quickly and easily report on your entire portfolio, a selected group of names, or just one domain name.

For more information contact your Account Manager, call 888-386-2153, or email corporatedomains@cscinfo.com today!


C. Virginia Laws Affecting Business Entities, 2003 Edition Available This Month
Corporation Service Company’s 2003 Edition of Virginia Laws Affecting Business Entities arrives this month and is available for $32.95.

This comprehensive, softbound volume is annotated and includes the latest amendments to Virginia’s Stock Corporation Act, Limited Liability Company Act, Code of Virginia, Nonstock Corporation Act, Revised Uniform Limited Partnership Act and Limited Liability Partnership Act. Also included is the Business Trust Act, which becomes effective in October 2003.

Coming Soon! The 2003 edition of New Jersey Laws Affecting Business Entities.

Make your library complete by calling a Publications Associate at 800-927-9800 or visit our website at www.incspot.com/publications to reserve your copies today!


D. The Directors’ Handbook Helps Board Members and Directors Master "Due Care" Ropes
With increased corporate transparency, disclosure, and accountability obligations, board members and directors of public companies must master the “due care” ropes as quickly and as effectively as possible. The Directors' Handbook is the definitive guide to directors’ and board members’ duties, offering practical and concise information from a business and legal perspective.

The Directors’ Handbook is written by Thomas J. Dougherty, renowned specialist in the representation and defense of companies and their officers, directors, underwriters and auditors. He is a partner at Skadden, Arps, Slate, Meagher & Flom LLP.

The Directors’ Handbook offers topical information of current concern including key chapters on the following:

  • Recent Sarbanes-Oxley transparency requirements
  • Director and officer insurance and indemnification
  • Managing corporate disclosures
  • Audit committee responsibilities, standards, and best practices
  • Crisis management
  • Executive compensation

The Directors’ Handbook is essential reading for directors and officers as well as your executive staff, attorneys, board advisors, and other personnel responsible for corporate ethics, policy and leadership. The price is $39.95.


How to order a CSCSM publication:
Call a Publications Associate at 800-927-9800 for more information or visit our website, www.incspot.com/publications, for convenient online ordering. Credit cards are now accepted. Ask about quantity discounts.


E. “Did You Know?” IncSpot® Tips – Acknowledging Receipt of Your Company’s Service of Process (SOP) Directly Online via IncSpot is Now Even Easier
CSCSM has made acknowledgement of your organization’s Service of Process (SOP) delivery easier and more convenient than ever before! Beginning August 1st, CSC will discontinue enclosing paper acknowledgement response forms and envelopes with each SOP delivery.

With a simple click, through an easy and informative link on your IncSpot® homepage, you can maintain an electronic record of your receipt of legal documents online at your convenience. Online acknowledgement makes it easier to coordinate SOP throughout your organization. Combined with SOP History, this exclusive service from CSC allows you to confirm both delivery and receipt of time-sensitive legal documents plus access your SOP history and records online. You must be an IncSpot member with access privileges to your SOP to view or use online acknowledgements.

If you need help to sign up for IncSpot and use online acknowledgements, call our customer service center toll-free at 1-888-770-8581. Ask about our SOP same-day email notification.

 

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VII. August/September State Holiday Closings

Listed below are state government office closures for the months of AUGUST and SEPTEMBER 2003. This information was provided by each state as of July 17th, 2003, and may be subject to change without CSC’s knowledge. Please note that court, county and local jurisdictions may vary.

August 15th (Friday)
The state offices in the following state will be CLOSED in observance of Admissions Day:
Hawaii

August 15th (Friday)
The state offices in the following state will be CLOSED in observance of Bennington Battle Day:
Vermont

August 27th (Wednesday)
The state offices in the following state will be OPEN but ON SKELETON CREW in observance of Lyndon Johnson's Birthday:
Texas

September 1st (Monday)
The state offices in ALL STATES will be CLOSED in observance of Labor Day.

September 1st (Monday)
CSCSM offices will be CLOSED in observance of Labor Day.

 

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Corporation Service Company
®

Corporate Headquarters:
2711 Centerville Road, Wilmington, DE 19808
Tel 302.636.5400 Fax 302.636.5454
Call 800.927.9800 or visit our website at www.incspot.com


 

Since 1998, ComplianceFlash® has been keeping you updated on recent issues affecting corporate filing agencies, and informing you of new products and services offered by Corporation Service Company® (CSC). It is a complimentary service provided by your CSCSM Account Manager. ComplianceFlash® is not intended to provide legal or professional advice. If such advice is required, you should seek the services of an attorney or other professional. CSCSM uses reasonable care in providing this information, but cannot guarantee its completeness or accuracy.