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-  Fraudulent letters are being sent to California businesses instructing them to remit fees for a “Certificate of Status”. The letters are made to look as though it is a government notice, when it is not. Only the Secretary of State’s office issues certificates of status.  Read more  

Effective May 2014, the Secretary of State’s office no longer issues individual Certificates of Filing. They may be requested but will now include all filed documents, or you may request certified copies of individual documents.

Connecticut- A new bill was proposed to help clean up the public records by allowing the state to administratively dissolve entities that have not filed Annual Reports. Those entities may reactivate by paying reinstatement fees.

Maryland- Effective July 1, 2014 Limited Liability Companies may claim an exemption from recordation and transfer taxes for the transfer of real property as part of a reorganization under IRC Section 368 (a). Previously this was only available to Corporations.  Read more 

Mississippi- Effective July 1, 2014 procedures for name reservations were modified to make them the same for all entity types. They may also be renewed thirty days before they expires.  Read more 

Virginia- Effective July 1, 2014the state Corporation Commission may refuse to file documents submitted for filing if they are not prepared or submitted by an authorized representative of the entity.  Read more

Washington- Effective June 12, 2014 Corporations, Limited Liability Companies and Limited Partnerships may convert between entity types. Also Corporations and Limited formed in other states may now convert to Washington.  Read more

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.