Delaware Division of Corporations to Close at Noon on August 6

Due to the death of a long time member of the Division of Corporation’s staff, the Division will be closing at Noon on Friday, August 6, 2010. The following changes will be in effect:

All 30 Minute and Priority 1 (one-hour service) and Priority 2 (two-hour service) must be received by 10 A.M., Same Day and Must approvals are required to be received by 11 A.M. Priority 2 (two-hour) service will not be available for preclearances on Friday. 24 hour cut off time will remain unchanged and DCIS, the Imaging System and Fax Gateway will remain available for securing filing dates and times until 10:30 P.M.; our normal Friday hours.

There will be a skeleton crew in the Division from 12 Noon to 10:30 P.M. should an emergency filing situation arise. Please note that there will not be any staff available from the Technical Support, Information Center and Franchise Tax areas so we may not be able to offer assistance on certain technical or tax issues.

Uniform Law Commission Approves 2010 Amendments to UCC Article 9

The Uniform Law Commission (“ULC”) approved the first significant changes to UCC Article 9 secured transactions law since 1998 at its annual meeting in July.  The Article 9 Joint Review Committee, which included members of both the ULC and the American Law Institute (“ALI”), drafted the amendments and revised comments in response to several ongoing concerns with a limited number of issues with the current law.  The ALI approved the draft changes at its meeting in May. 

Although the 2010 amendments to Article 9 have received final approval, there are still some finishing touches that will be made to the UCC forms and official comments.  However, finalizing the forms and comments should be completed quickly.  The final version should be ready for consideration by state legislatures later this year.

It is important to understand that the 2010 amendments address only a limited number of specific issues.  The impact on existing law will be nothing even close to the changes made by the 1998 revision of Article 9.   Nevertheless, many of the changes will have an impact on the search and filing process, as well as due diligence practices.

The 2010 amendments provide for a uniform effective date of July 1, 2013.  However, it is possible that some states will enact some sections to take effect at an earlier time.  Therefore, it is not too early for lenders and legal professionals to begin learning how the 2010 amendments will affect the UCC process. 

CSC is offering a free webinar in September that explains the impact of the 2010 amendments on UCC search and filing. Please visit this link to register for this informative session.

If you have any questions, please feel free to contact Paul Hodnefield, Associate General Counsel for Corporation Service Company, at phodnefi@cscinfo.com, or 800-927-9801, ext. 2375.

CSC® Media

CSC® Media, in collaboration with LexisNexis® Matthew Bender®, is pleased to announce the August release of the 2010 Edition of Virginia Laws Governing Business Entities. Over 90 business entity sections were affected by the 2010 Session of the Virginia General Assembly. Important developments from the 2010 Session included conforming the Virginia Stock Corporation Act and Nonstock Corporation Act to revisions of the Model Business Corporation Act; making the person preparing or submitting documents to the State Corporation Commission responsible for ensuring that they don’t contain any “personal identifiable information;” and modifying provisions across business entities types relating to annual registration fees and requirements.

A companion CD-ROM contains almost 100 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. A listing of forms and contact information for Virginia's State Corporation Commission can be found in the book's appendix.

Pennsylvania and Nevada 2010

Other recent releases includethe 2010 Editions of Pennsylvania Laws Governing Business Entities and Nevada Laws Governing Business Entities. The 2010 Edition of Pennsylvania Laws Governing Business Entities is updated through Chapter 22 of the 2010 Session of the General Assembly, with over 80 new case annotations from state and federal court decisions, including cases concerning fiduciary duty, corporate names, takings by public utility corporations, formation of an implied partnership, and qualification by a foreign corporation.  The companion CD-ROM contains over 100 Pennsylvania forms for incorporation/formation, qualification, mergers, dissolution, and name reservation, for all entity types.  

The 2010 Edition of Nevada Laws Governing Business Entities incorporates the more than 230 statute changes in the Business Associations title that occurred during the state’s latest legislative session. In addition, the book’s scope has been expanded to include over 80 newly-enacted sections relating to requirements for state business licenses and a state business portal, as well as the Unincorporated Nonprofit Association Act.

Other valuable features include a Table of Sections Affected that identifies the statutes which have been amended or added since the 2008 edition, and a companion CD-ROM containing over 90 Nevada forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. Many of the forms have changed since the last edition of this book as a result of the legislative changes.

Still need the Spring 2010 Editions of New York Laws Governing Business Entities and Delaware Laws Governing Business Entities? Order now!

Get the updated statutes, annotations and full text cases you need for Delaware and New York.

The Spring 2010 Edition of Delaware Laws Governing Business Entities, Volumes 1 and 2 is updated through Chapter 214 of the 145th Session of the Delaware General Assembly, including changes to the Revised Uniform Limited Partnership Act, the LLC Act, and the General Corporation Law. The new edition also contains new and amended Chancery Court Rules through February 1, 2010, including new rules 96 to 98 governing arbitration proceedings for business disputes pursuant to 10 Del. C. § 349.

The Spring 2010 Edition contains over 100 new case annotations from Delaware courts and from courts in other state and federal jurisdictions that apply Delaware business entity law. We have also provided the full text of five key Delaware opinions, including recent cases NACCO Industries, In re Dow Chemical, and Airborne Health.

Subscribers of the Spring and Fall Delaware books get access to The Delaware Business Entity Law Website at no extra cost! The website provides online access to the updated content found in Volumes 1 and 2 of Delaware Laws Governing Business Entities, as well as links to the full-text opinions of the annotations cited, annotated forms for Delaware business transactions, sample bylaws and operating agreements.

The Spring 2010 Edition of New York Laws Governing Business Entities is updated through Chapter 1 of the 2010 Session. Highlights include recent amendments to the Not-for-Profit Corporation Law, the Uniform Commercial Code, and the Tax Law. The book includes more than 100 new case annotations from New York state courts and federal district courts, as well as the full text of five new cases exploring recent and significant judicial developments, including In re Hausman (requirements for existence of a de facto entity), Mostel (distribution of invested capital by an LLC), and Moran Enterprises (survival of claims after dissolution).

The book’s companion CD-ROM contains the full text of the selected cases, as well as 87 fillable PDF forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types in New York.

To order or view other CSC® titles, visit our website at www.cscglobal.com/publications or contact a LexisNexis customer service representative at 1.800.833.9844. Quantity discounts are available.