Secretary of State

News & Analysis as of

Senate adopts Iran Nuclear Agreement Review Act

On May 7, 2015, the US Senate voted 98-1 to adopt the Iran Nuclear Agreement Review Act of 2015 (the "Act"). The Act is the culmination of months of legislative maneuvering and a debate over foreign policy and separation of...more

Feb 27th 2015 Legislative Update

The news in Raleigh was dominated by snow and ice and skeleton sessions and empty calendars. However there were a few items of interest: Fee Increases at the Secretary of State’s Office - Secretary of State...more

Annual Report Filing Deadline in Mississippi

If you are responsible for a for-profit corporation or a limited liability company operating in the State of Mississippi, please be aware of the upcoming April 15 deadline to file your mandatory 2015 Annual Report. Failure to...more

Secretary of State Matthew Dunlap Issues Alert to Corporations and Non-Profit Entities Regarding Solicitations from Council for...

Numerous Maine corporations have received mailings recently from a business operating under the name Maine Council for Corporations, whose address is usually listed as 126 Western Ave., #338, Augusta, ME 04330-7252. Please be...more

The Sky Was Falling Legislative Update February 2015

This week in Raleigh the sky was falling! – well it was snowing! The news in Raleigh was dominated by snow and ice and skeleton sessions and empty calendars. However there were a few items of interest: Fee...more

Unregistered Foreign LLCs – Are They In Violation?

The California Revised Uniform Limited Liability Company Act (RULLCA), which took effect on January 1 of last year, is fraught with drafting mysteries.  Why, for example, did the legislature deem it necessary to change the...more

Some LLC Names Slip Past California’s Statutory Ban

The California Revised Uniform Limited Liability Company Act explicitly bans a number of different words from being included in LLC names: The name shall not include the words “bank,” “trust,” “trustee,”...more

Nevada Secretary Of State Denies Hacking Claim

Recently, Cytta Corp., a small Nevada corporation, filed this Form 8-K reporting that it had “discovered that it was the victim of an online hacking incident on October 30th, 2014 in that, unauthorized person or persons...more

Governor Signs Bill Narrowing Grounds For Business Entity Reinstatement

Over the years, I’ve received several calls asking what can be done when a business entity has been wrongfully terminated. Answering this question became a bit easier in 2006 with the enactment of AB 2588 (Runner) which...more

SB 1272 (NKA Proposition 49) – The Secretary of State

Last week, I wrote that Governor Brown had allowed SB 1272 to become law without his signature. To say that SB 1272 became law is an hyperbole because, as Governor Brown observed, the bill “has no legal effect whatsoever”. ...more

Are Proper Names In A Language?

My last name is Bishop. In Spanish, it would be Obispo. If I included Obispo in a corporate name, would that be acceptable to the Secretary of State?...more

Proposed Changes To The Minnesota Business Corporation Act

The Minnesota legislature is considering proposed changes to the Minnesota Business Corporation Act. Among other things, the changes would...more

In This Church Versus State Battle, The State Prevailed

Borrowing a bon mot from the riding arena, there are two kinds of California corporate lawyers, those who have had a filing rejected by the Secretary of State’s office and those that will. As almost every corporate lawyer in...more

U.S. Secretary of State Issues Press Release Confirming Same-Sex Spouses Can Apply For Non-immigrant Visas, Effective Immediately

On August 2, 2013, U.S. Secretary of State John Kerry issued a formal statement confirming that, effective immediately, when same-sex spouses apply for a non-immigrant dependent visa, the U.S. Department of State (DOS) will...more

Race to the Finish: June 30 Deadline for Delaware’s New Unclaimed Property Voluntary Disclosure Program

June 30 is the deadline to enter into the new Unclaimed Property Voluntary Disclosure Program — run by Delaware’s Secretary of State (“SOS”)— which temporarily supplants the State Escheator’s voluntary disclosure process. Any...more

Legislature Acts To Forestall Business Filings Götterdämmerung

Anyone who has submitted a business filing to the California Secretary of State’s office know that a serious problem exists. At present, the Secretary of State has 122,000 documents waiting to be filed. The delays are simply...more

Top Ten Tax Mistakes For Restaurant Owners

If you are thinking about getting into the restaurant business there are a multitude of issues that you need to consider. One of the most important is taxes. By this I mean, doing the appropriate advanced planning and also...more

Michigan Secretary Of State To Issue Driver’s Licenses To DACA Recipients

Beginning February 19, 2013, the Michigan Department of State will begin issuing driver's licenses and state identification cards to Deferred Action for Childhood Arrivals (DACA) recipients. The change is based on an United...more

Legislature Imposes New Penalty On LLCs

As I discussed in this earlier post, “transacting intrastate business” is not the same as “doing business” in this state. Foreign corporations and limited liability companies must register with the Secretary of State if they...more

Beware: Deceptive Corporate Compliance Notices

It has come to our attention that numerous Rhode Island corporate clients have received by mail, solicitation letters from a company indicating that it could assist in the corporation’s compliance with Rhode Island General...more

Reed Smith Hosts Q & A on Unclaimed Property With Delaware Secretary of State – Audits to Begin Again on February 1

For more than an hour on January 8, Delaware Secretary of State Jeffrey Bullock and an attorney administering the new program, Geoffrey Sawyer, took questions from Sara Lima and Michael Wynne of Reed Smith’s State Tax Group....more

Nevada Legislature May Prohibit The Establishment of Corporations For “Illicit Purposes”

Nevada’s legislature meets in regular session every other year for 12o consecutive calendar days. Nev. Const. Art. II, § 4 and NRS 218A.078. Although the 77th session does not start until February 4, legislators are already...more

The North Carolina Qualified Business Tax Credit Program

Investors and businesses that are seeking to raise capital should be aware of North Carolina’s Qualified Business Tax Credit Program, which provides significant tax benefits to North Carolina taxpayers in connection with...more

IP 101 – 10 Things to Know About Trademarks

1. What is a trademark? A trademark is a brand name for a product. It can be a word, phrase, logo, design, or virtually anything that is used to identify the source of the product and distinguish it from competitors’...more

New Law Lets A Thousand Rules Bloom, But Only Quarterly

Under the Administrative Procedure Act, the Office of Administrative Law is responsible for the review of regulations promulgated by over 200 state agencies. In 2011, reportedly 103 different agencies proposed 467 new rules....more

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