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THE SERVICE COMPANY RELATIONSHIP "Service companies" as they are referred to in corporate legal circles, service the industry as third party vendors that function between the corporate legal departments and law firms and government agencies by primarily providing registered agent services, state and county document filing and retrievals, independent director services, authentications and apostilles and a wealth of information regarding procedures of the secretaries of state and some other governmental agencies. Although there are many service companies, In no particular order the leading service companies are: CT Corporation (800) 624-0909 Corporation Service Company (CSC) (800) 927-9800 National Registered Agents Incorporated (NRAI) (800) 550-6724 Registered Agent Services Each of these companies provide registered agent services in all 50 states. Services provided by a registered agent is to act as the agent for service of process. Fees for services vary greatly from $159 (NRAI base price) to $300 per entity, per state, per year. Volume discounts are generally available as well. Additional Services Provided by Service Companies Document Retrieval Along with retrieving corporate and UCC documents, service companies will retrieve state and federal tax liens, litigation dockets and motor vehicle records. Some companies are more accommodating than others, but generally they will retrieve any state, county or local documents that are publicly filed such as state trademark filings and licensing documents. They do not, however, generally retrieve SEC documents or generally any other federal documents. SEC documents can be obtained through the SEC's web site or other subscription based services. Filing and Pre-Clearance Service companies will assist in filing documents with all secretaries of state. They can coordinate pre-clearance of filings, where pre-clearance is available. Service companies will also provide expert recommendations for your filings in order to avoid rejections. They are up-to-date on all the mechanisms of filings (i.e. when fax filings are appropriate vs. hard copy filings). One of the greatest benefits of using a service company is that, when you have a long-standing relationship, they may forward the filing fees thereby alleviating the need to obtain checks from firm or company accounting department. It is important to note that service companies typically limit the amount they will forward. If you are filing an amendment changing the stock of a corporation, for instance, this may result is a filing fee of several thousands of dollars in the Commonwealth of Massachusetts and perhaps some other states. NOTE: Service companies will typically not forward fees over the typical filing fee and other arrangements will be required. Independent Directors An independent director may be required due to terms of a loan agreement for a special purpose entity or other transaction. In these cases, service companies provide independent director services for an annual fee. Again, fees vary from $1250 per year per entity. International Formations and Documents International documents and formations may be a separate issue as well. Most service companies use affiliates for international formations and retrieval of documents. A few companies specializing in providing international services are: GEC Group, LLC Phone: (877) 261-6823 International Business Company Formation, Inc. (888)664-6263 Online Resources CTAdvantage, Incspot and NRAI Client Services each offer a wealth of information regarding state procedures and in particular, fillable state forms. Each site requires a password to access the forms and the valuable information contained in the respective sites. Passwords are free and are generally issued to any corporate legal professional working in law firms and corporations. In some cases, passwords will be provided by your firm's password administrator. This person may be your librarian or paralegal manager. Absent a password administrator, passwords may usually be obtained either online or by contacting the company directly. NRAI passwords may be requested online. NOTE: Even if you are committed to one particular service company, it can be very useful to obtain passwords to each web site since resources available on each web site may differ. The LeapLaw Role LeapLaw is very different from resident agent service companies. LeapLaw's mission is to provide the procedural information legal professionals need before you get to the service company. LeapLaw provides the tools and resources to get the internal work done faster, better and smarter. LeapLaw's Corporate Connection, for instance, provides links to secretary of states forms and the ability to search corporate names and status. As state services become more web-based, we assure that you have access to the latest information, laws and resources available in all 50 states at your fingertips. Summary Both CT and CSC are older companies that until the past decade were pretty much the only games in town. This allowed prices for both registered agent services and other services to be kept reasonably high. The entire marketplace was transformed with the arrival on the scene of NRAI in the mid 1990's. Instead of blanketing the country with their own offices and employees, NRAI (which was founded by a group of industry veterans) established a national network of affiliated, local, privately-owned service companies. By pulling together this low-overhead network of local companies, NRAI has been able to dramatically lower the prices charged for most services, while simultaneously increasing the service levels offered. These smaller companies tend to be very customer-service oriented, but they also draw on the expertise of the national NRAI network. CT and CSC have begun to respond to the NRAI threat; it remains to be seen whether the older, more traditional-model companies will be able to match them on both price and service. More information on NRAI can be found at their web site www.nrai.com. More information on their affiliates can be found at LeapLaw's Blawg. -------------------------------------------- If you would like to be removed from this distribution list, please e-mail us at and insert "remove" in the title line.