How Will the TPP Affect Your Business?

Whether you’re for or against this agreement, experts concur that the Tran-Pacific Partnership (TPP) is an “absolute bear” that comes with a “mixed bag of pros and cons”. With 12 countries in its scope that account for 40% of the world’s GDP, 26% of the trade and 793 million consumers, it is said to be the world’s largest trade deal yet. Previously that title was held by NAFTA.

Notably the agreement does not include China, which was an intentional move to balance their trade dominance as well as India’s in East Asia.

Who are the 12 countries? Australia, Brunei, Canada, Chile, Japan, Malaysia, Mexico, New Zealand, Peru, Singapore, the United States and Vietnam.

Proponents of the TPP tout that it eases trade barriers for small to medium-sized businesses by reducing red tape and corruption, and strengthening logistics. However, it is not without controversy, especially for tech companies that provide ISP and cloud storage services.

Furthermore, although it has new common standards for workers’ rights, there are questions about enforceability.

The International Trade Administration has information available on how the TPP is expected to impact every state in the U.S. To find out about your state and the industries it will impact go to https://trade.gov/fta/tpp/index.asp

Also the Office of the United States Trade Representative has TTP Fact Sheets on their web site at https://ustr.gov/trade-agreements/free-trade-agreements

Securities Offerings- Online Filings Now Available in Nevada

Nevada Secretary of State Barbara Cegavske’s office recently announced that they now accept online filings for certain exempt securities offerings. As a member of the North American Securities Administrators Association (NASAA), the goal is to provide a “safe harbor” for certain private offerings.

The Electronic Filing Depository (EFD) was developed by NASAA to allow an issuer to submit a Form D for a Regulation D, Rule 506 offering to state securities regulators and pay related fees. The public may search and view Form D filings free of charge at https://www.efdnasaa.org.

Read the Nevada Secretary of State’s announcement at https://nvsos.gov/index.aspx?recordid=1787&page=23

State Updates

California- As of January 1, 2014 LLCs may no longer reserve names by phone. Requests must be made by mail or over the counter, but are not guaranteed due to filing processing times.

Florida- Under the revised LLC act, LLCs in existence as of January 1, 2014 will be governed under the revised act beginning January 1, 2015.

Hawaii- Fees for Tradenames (a.k.a. DBA, Assumed Name, and Fictitious Firm Name), Trademarks and Service Mark registrations have been temporarily reduced.

Iowa- Effective March 7, 2014, the words “Bank” and “Trust” are on the restricted word list.

Maine- Effective March 2, 2014, business entities are now allowed to use a short –form registration statement for securities. The form was created for the purpose of increasing funds for start-up companies.

Nevada- Effective January 1, 2014, registration of Benefit Corporations became available.

Effective July 1, 2014, all entities will be required to provide the name, telephone number and physical address of the custodian of the list of owners, as required by law. This will become part of the Annual List filings. Publicly- traded Corporations with a Central Index Key (CIK) number are exempt from this requirement, but must provide the CIK number on their Initial or Annual List.

Pennsylvania- Expedited filing service now available.

Washington- Effective June 12, 2014 Conversions will be allowed for Corporations and LLCs. LLCs may convert to a domestic Corporation and vice versa.

West Virginia- Beginning June 3, 2014, Cooperative Associations will no longer be required to have the Articles notarized.

New Rule Regarding Solicitation of Investors

Yesterday the Nevada Secretary of State posted a media release regarding new regulations that went into effect regarding public solicitations for investors. The article warns that it could open the floodgate to a wave of securities fraud and that investors should educate themselves of the new rule- Regulation D Rule 506(c) of the Securities Act.

In April 2012 Congress passed the Jumpstart Our Business Startups (JOBS) Act, which changed the way that this rule allows offerings to be sold. According to the article private placement offerings of securities, such as stocks, bonds and other instruments are exempt from SEC registration requirements. Furthermore the state of Nevada does not review them for verification of information or level of risk.

Additionally it states that under this new rule companies are allowed to publicly solicit investors and advertise the sale of securities without registering the offering with either the SEC or any state if certain requirements are met. These investments may be sold via television commercials, newspaper ads, internet sales and cold calls.

“This rule change provides a new solicitation platform that is another avenue for swindlers to scam investors, so I urge investors to perform due diligence and thoroughly check the offerings before investing,” said Secretary Miller.

Previously such offerings were only made known through investment professionals or word of mouth. As a precaution to protect investors from fraud, they should fully understand the following:

• These offerings often involve companies with a limited history.
• There may not have been a regulatory background check of the sellers, managers or officers of the company issuing the investment.
• They often promise higher rates of return- and come with higher risk.
• These securities are generally illiquid, which means you may have a limited ability to get out of the investment and may hold it indefinitely.
• You may be offered less information than a public offering.
• No regulator has confirmed that the risk disclosure or information about the company is adequate.

Regulation D Rule 506 investments, if sold via advertisements or general solicitation, may only be sold to accredited investors. An accredited investor is:

• A natural person must have a net worth , exclusive of your primary residence, of more than $1 million, or
• Have had an income over $200,000 individually, or $300,000 with your spouse, in each of the last two years, and expect to earn the same amount this year.

For a complete summary of the proposed regulations that went into effect 9/23/13 go to https://www.sec.gov/rules/proposed/2013/33-9416.pdf.

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At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us

Toll free (888) 274-1130 or (775) 884-9380 today and visit our website at www.staging-americancorpenterprises-staging.kinsta.cloud.

Benefit Corporations

In May Nevada Governor Brian Sandoval signed a bill allowing companies to organize as a “Benefit Corporation”. The new law, which goes into effect January 1, 2014, also establishes a process whereby existing companies may restructure as one.

What is a Benefit Corporation?

It is a new class of corporation that is required to create a material positive impact on society and the environment while maintaining a higher level of accountability and transparency.

Unlike a traditional Corporation, they are allowed to consider obligations that have a social or environmental impact alongside profit. However, they are granted immunity from civil lawsuits for not putting profit first.

They are designed to harness the power of private enterprise for public benefit, provide greater transparency and greater protection. The tax requirements are still the same as with traditional corporations.