Secretary of State

News & Analysis as of

Over 1,000 Nevada Business Entities To Lose Their Registered Agent

In 2007, Nevada adopted the Model Registered Agents Act. It is currently one of 10 states to have done so (plus the District of Columbia). Nevada’s enactment of the model act may have been predestined by the fact that the...more

How To Revive A Suspended Corporation

Yesterday’s post concerned the circumstances that will cause the California Franchise Tax Board to suspend a corporation’s rights, powers, and privileges to conduct business in California. Suspension, however, is reversible,...more

Suspension By The Franchise Tax Board

Yesterday’s post concerned the two circumstances in which the Secretary of State might suspend a corporation. The California Franchise Tax Board will suspend a corporation if it fails to pay taxes, penalties, fees or...more

Corporate Suspension By The California Secretary Of State

In California, a corporation may find its powers, rights and privileges suspended by either the Secretary of State or by the Franchise Tax Board.  Today’s post discusses the two roads to suspension by the California Secretary...more

SEC Alleges LLC Names Were “Deceptively Similar”, But What Would The California SOS Do?

Yesterday, the SEC announced that it had filed a complaint against a securities professional alleging that he had defrauded “two institutions he solicited to invest in a shell company he controlled whose name was deceptively...more

Details of the EU-U.S. Privacy Shield Framework Unveiled

The content of the Privacy Shield was made public yesterday and today. The new framework dedicated to the EU / US flow of personal data is in fact a combination of several documents issued by the US and the EU....more

Africa Update - February #4

Leading the News - Burundi - On February 22nd, three people were killed in gun and grenade attacks in Burundi, just hours before the planned arrival of United Nations (U.N.) Secretary-General Ban Ki-moon for talks...more

Do The Secretary Of State’s Criteria For Determining “Generally Recognized Presidential Candidates” Violate The APA?

Earlier this week, the California Secretary of State released his list of “generally recognized presidential candidates”. These are the individual whose names will appear on California’s June 2016 primary ballot. The...more

Promises, Promises: Secretary of State Admits California Can’t Accommodate Cumulative Voting

California’s 1879 Constitution enshrined cumulative voting as a constitutional right. Cal. Const. of 1879, Art. XII, § 12 (repealed). The 1931 California General Corporation Law continued mandatory cumulative voting. When...more

Class action suit dismissed against Georgia Secretary of State for data breach

We previously reported that the Georgia Secretary of State’s office experienced a massive data breach in October, and didn’t find out about it until November. The breach affected approximately 6 million Georgian voters, and...more

Unclaimed Property Advisory: Post-Delaware VDA Compliance – Reporting

Hundreds of holders have voluntarily enrolled in the Delaware Secretary of State’s (SOS) Unclaimed Property Voluntary Disclosure Agreement (VDA) program since its implementation in 2012, with many of the VDAs closing within...more

Will Travel Insurance Cover This? Your Passport Can Be Denied or Revoked for Seriously Delinquent Taxes

If you wrote “travel more” on your 2016 New Year’s resolutions list, you may want to make sure you’re in good standing with the IRS before you make plans to wander too far from home. In early December 2015, legislation was...more

Blasphemous Corporate Names

Yesterday’s post considered the question of whether the California Secretary of State could refuse to accept offensive corporate names. Blasphemous corporate names constitute a subset of offensive names because they are...more

Can The Secretary Of State Reject Disparaging Business Entity Names?

Section 2(a) of the Lanham Act bars the Patent and Trademark Office from registering scandalous, immoral, or disparaging marks. 15 U.S.C. § 1052(a). However, the United States Court of Appeals for the Federal Circuit sitting...more

North Carolina Annual Reports Must Be Filed at the Secretary of State’s Office

The North Carolina Department of Revenue now accepts electronically-filed corporation income tax returns. However, the NC DoR "DOES NOT permit or accommodate the e-filing of annual reports." That means corporate taxpayers...more

Personal Liability for Redundancy Breaches

Collective redundancy consultation has recently become a lot more serious on a personal level for directors and senior managers. Three former directors of collapsed delivery company Citylink are being prosecuted in...more

Rejected! Common Mistakes on Corporate Merger Filings

Our last blog post was about mistakes that are made on common types of corporate filings, resulting in having them kicked back by the Secretary of State. We continue that theme with mistakes that are made on corporate merger...more

Rejected! Mistakes with Common Corporate Filings

In addition to the embarrassment factor for counsel and the extra time and expense involved, a rejected corporate filing can throw a wrench into what would otherwise be an orderly sequence of events in a transaction. To avoid...more

Adoption Day Marks Start of Preparations for Iran Sanctions Relief

October 18, 2015 marked the starting point for official preparations for the expected lifting of sanctions against Iran under the recently agreed Joint Comprehensive Plan of Action (JCPOA). On this day, termed “Adoption Day,”...more

Iran: Adoption Day of the Joint Comprehensive Plan of Action

On 14 July 2015, the Joint Comprehensive Plan of Action (JCPOA) was agreed between the E3/EU+3 (or the P5+1, comprising the United States, Russia, China, the United Kingdom, France and Germany), together with Iran. This was...more

“Adoption Day” Marks Official Launch of P5 + 1 Nuclear Deal with Iran

The Joint Comprehensive Plan of Action (JCPOA), intended to prevent Iran from acquiring a nuclear weapon and to ensure that Iran’s nuclear program will be directed toward exclusively peaceful purposes, went into effect...more

Directors in the Twilight Zone: Administ(rate) With Caution

The recent criminal charges being brought against the former directors of City Link Limited (in administration) are a timely reminder for insolvency practitioners and directors to be mindful of their employment law...more

Proposed Initiative Seeks Vote On California Nationhood

Earlier this month, California’s Secretary of State announced that the proponent of a California nationhood proposal may circulate the initiative for signature.  The proponent must secure the signatures of 365,880 registered...more

Delaware Secretary of State’s Office Closing for Four Days During US Labor Day Holiday

We strongly urge our clients to consider closing dates, lien lapses, and other filings or deadlines. The Delaware Secretary of State has advised that as a result of a major computer system transition at the Division of...more

Who’s In Your Wallet? Is Your Company Being Hijacked by Identity Thieves?

The California Secretary of State has detected increased criminal activity aimed at businesses, as identity thieves make phony filings with the Secretary of State’s office that help them gain access to bank accounts and...more

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